0001445546-14-003511.txt : 20140709 0001445546-14-003511.hdr.sgml : 20140709 20140709142410 ACCESSION NUMBER: 0001445546-14-003511 CONFORMED SUBMISSION TYPE: 487 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20140709 DATE AS OF CHANGE: 20140709 EFFECTIVENESS DATE: 20140709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FT 4900 CENTRAL INDEX KEY: 0001602903 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 487 SEC ACT: 1933 Act SEC FILE NUMBER: 333-195873 FILM NUMBER: 14967002 BUSINESS ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS L.P. STREET 2: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630 765 8000 MAIL ADDRESS: STREET 1: C/O FIRST TRUST PORTFOLIOS L.P. STREET 2: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 487 1 s487.txt FORM S-6 TO EFFECTIVE AMENDMENT Registration No. 333-195873 1940 Act No. 811-05903 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 A. Exact name of trust: FT 4900 B. Name of depositor: FIRST TRUST PORTFOLIOS L.P. C. Complete address of depositor's principal executive offices: 120 East Liberty Drive Suite 400 Wheaton, Illinois 60187 D. Name and complete address of agents for service: Copy to: JAMES A. BOWEN ERIC F. FESS c/o First Trust Portfolios L.P. c/o Chapman and Cutler LLP 120 East Liberty Drive 111 West Monroe Street Wheaton, Illinois 60187 Chicago, Illinois 60603 E. Title and Amount of Securities Being Registered: An indefinite number of Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended F. Approximate date of proposed sale to public: As soon as practicable after the effective date of the Registration Statement. |XXX|Check box if it is proposed that this filing will become effective on July 9, 2014 at 2:00 p.m. pursuant to Rule 487. ________________________________ Dow(R) Target 5 3Q '14 - Term 10/9/15 Dow(R) Target Dvd. 3Q '14 - Term 10/9/15 Global Target 15 3Q '14 - Term 10/9/15 S&P Target 24 3Q '14 - Term 10/9/15 S&P Target SMid 60 3Q '14 - Term 10/9/15 Target Divsd. Dvd. 3Q '14 - Term 10/9/15 Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15 Target Dbl. Play 3Q '14 - Term 10/9/15 Target Focus 4 3Q '14 - Term 10/9/15 Target Focus 5 3Q '14 - Term 10/9/15 Target Global Dvd. Leaders 3Q '14 - Term 10/9/15 Target Growth 3Q '14 - Term 10/9/15 Target Triad 3Q '14 - Term 10/9/15 Target VIP 3Q '14 - Term 10/9/15 Value Line(R) Target 25 3Q '14 - Term 10/9/15 FT 4900 FT 4900 is a series of a unit investment trust, the FT Series. FT 4900 consists of 15 separate portfolios listed above (each, a "Trust," and collectively, the "Trusts"). Each Trust invests in a portfolio of common stocks ("Securities") selected by applying a specialized strategy. Each Trust seeks above-average total return. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. FIRST TRUST(R) 800-621-1675 The date of this prospectus is July 9, 2014 Page 1 Table of Contents Summary of Essential Information 3 Fee Table 9 Report of Independent Registered Public Accounting Firm 13 Statements of Net Assets 14 Schedules of Investments 20 The FT Series 52 Portfolios 53 Risk Factors 62 Hypothetical Performance Information 67 Public Offering 73 Distribution of Units 76 The Sponsor's Profits 77 The Secondary Market 77 How We Purchase Units 77 Expenses and Charges 77 Tax Status 78 Retirement Plans 85 Rights of Unit Holders 85 Income and Capital Distributions 86 Redeeming Your Units 87 Investing in a New Trust 88 Removing Securities from a Trust 88 Amending or Terminating the Indenture 89 Information on the Sponsor, Trustee, FTPS Unit Servicing Agent and Evaluator 90 Other Information 91 Page 2 Summary of Essential Information (Unaudited) FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014 Sponsor: First Trust Portfolios L.P. Trustee: The Bank of New York Mellon FTPS Unit Servicing Agent: FTP Services LLC Evaluator: First Trust Advisors L.P.
The Dow(R) The Dow(R) Global Target 5 Target Dividend Target 15 Portfolio, 3rd Portfolio, 3rd Portfolio, 3rd Quarter 2014 Quarter 2014 Quarter 2014 Series Series Series ________________ ________________ ________________ Initial Number of Units (1) 15,410 15,854 15,304 Fractional Undivided Interest in the Trust per Unit (1) 1/15,410 1/15,854 1/15,304 Public Offering Price: Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000 Less Initial Sales Charge per Unit (3) (.100) (.100) (.100) ____________ ____________ ____________ Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900 9.900 9.900 Less Deferred Sales Charge per Unit (3) (.145) (.145) (.145) ____________ ____________ ____________ Redemption Price per Unit (5) 9.755 9.755 9.755 Less Creation and Development Fee per Unit (3)(5) (.050) (.050) (.050) Less Organization Costs per Unit (5) (.043) (.033) (.039) ____________ ____________ ____________ Net Asset Value per Unit $ 9.662 $ 9.672 $ 9.666 ============ ============ ============ Tax Status (6) Grantor Trust Grantor Trust Grantor Trust Distribution Frequency (7) Monthly Monthly Monthly Initial Distribution Date (7) August 25, 2014 August 25, 2014 August 25, 2014 Estimated Net Annual Distribution per Unit (8) $ .3235 $ .3556 $ .4396 Cash CUSIP Number 30284G 207 30284G 256 30284G 306 Reinvestment CUSIP Number 30284G 215 30284G 264 30284G 314 Fee Account Cash CUSIP Number 30284G 223 30284G 272 30284G 322 Fee Account Reinvestment CUSIP Number 30284G 231 30284G 280 30284G 330 FTPS CUSIP Number 30284G 249 30284G 298 30284G 348 Pricing Line Product Code 091994 091808 091966 Ticker Symbol FYPRTX FJANGX FTIEBX
First Settlement Date July 14, 2014 Mandatory Termination Date (9) October 9, 2015 ------------ See "Notes to Summary of Essential Information" on page 8.
Page 3 Summary of Essential Information (Unaudited) FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014 Sponsor: First Trust Portfolios L.P. Trustee: The Bank of New York Mellon FTPS Unit Servicing Agent: FTP Services LLC Evaluator: First Trust Advisors L.P.
Target S&P S&P Diversified Target 24 Target SMid 60 Dividend Portfolio, 3rd Portfolio, 3rd Portfolio, 3rd Quarter 2014 Quarter 2014 Quarter 2014 Series Series Series ________________ ________________ ________________ Initial Number of Units (1) 14,398 15,606 17,780 Fractional Undivided Interest in the Trust per Unit (1) 1/14,398 1/15,606 1/17,780 Public Offering Price: Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000 Less Initial Sales Charge per Unit (3) (.100) (.100) (.100) ____________ ____________ ____________ Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900 9.900 9.900 Less Deferred Sales Charge per Unit (3) (.145) (.145) (.145) ____________ ____________ ____________ Redemption Price per Unit (5) 9.755 9.755 9.755 Less Creation and Development Fee per Unit (3)(5) (.050) (.050) (.050) Less Organization Costs per Unit (5) (.046) (.035) (.018) ____________ ____________ ____________ Net Asset Value per Unit $ 9.659 $ 9.670 $ 9.687 ============ ============ ============ Tax Status (6) Grantor Trust RIC RIC Distribution Frequency (7) Monthly Semi-Annual Monthly Initial Distribution Date (7) August 25, 2014 December 25, 2014 August 25, 2014 Estimated Net Annual Distribution per Unit (8) $ .1688 $ .1205 $ .3310 Cash CUSIP Number 30284G 355 30284G 652 30284G 405 Reinvestment CUSIP Number 30284G 363 30284G 660 30284G 413 Fee Account Cash CUSIP Number 30284G 371 30284G 678 30284G 421 Fee Account Reinvestment CUSIP Number 30284G 389 30284G 686 30284G 439 FTPS CUSIP Number 30284G 397 30284G 694 30284G 447 Pricing Line Product Code 091971 092009 092049 Ticker Symbol FUTSPX FHINKX FOSIYX
First Settlement Date July 14, 2014 Mandatory Termination Date (9) October 9, 2015 ------------ See "Notes to Summary of Essential Information" on page 8.
Page 4 Summary of Essential Information (Unaudited) FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014 Sponsor: First Trust Portfolios L.P. Trustee: The Bank of New York Mellon FTPS Unit Servicing Agent: FTP Services LLC Evaluator: First Trust Advisors L.P.
Target Dividend Target Target Multi-Strategy Double Play Focus Four Portfolio, 3rd Portfolio, 3rd Portfolio, 3rd Quarter 2014 Quarter 2014 Quarter 2014 Series Series Series ________________ ________________ ________________ Initial Number of Units (1) 24,831 15,586 26,542 Fractional Undivided Interest in the Trust per Unit (1) 1/24,831 1/15,586 1/26,542 Public Offering Price: Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000 Less Initial Sales Charge per Unit (3) (.100) (.100) (.100) ____________ ____________ ____________ Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900 9.900 9.900 Less Deferred Sales Charge per Unit (3) (.145) (.145) (.145) ____________ ____________ ____________ Redemption Price per Unit (5) 9.755 9.755 9.755 Less Creation and Development Fee per Unit (3)(5) (.050) (.050) (.050) Less Organization Costs per Unit (5) (.040) (.048) (.028) ____________ ____________ ____________ Net Asset Value per Unit $ 9.665 $ 9.657 $ 9.677 ============ ============ ============ Tax Status (6) RIC RIC RIC Distribution Frequency (7) Monthly Monthly Semi-Annual Initial Distribution Date (7) August 25, 2014 August 25, 2014 December 25, 2014 Estimated Net Annual Distribution per Unit (8) $ .3605 $ .2244 $ .2013 Cash CUSIP Number 30284G 454 30284G 504 30284G 702 Reinvestment CUSIP Number 30284G 462 30284G 512 30284G 710 Fee Account Cash CUSIP Number 30284G 470 30284G 520 30284G 728 Fee Account Reinvestment CUSIP Number 30284G 488 30284G 538 30284G 736 FTPS CUSIP Number 30284G 496 30284G 546 30284G 744 Pricing Line Product Code 091999 092054 091931 Ticker Symbol FYAWEX FEDOLX FGNEMX
First Settlement Date July 14, 2014 Mandatory Termination Date (9) October 9, 2015 ------------ See "Notes to Summary of Essential Information" on page 8.
Page 5 Summary of Essential Information (Unaudited) FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014 Sponsor: First Trust Portfolios L.P. Trustee: The Bank of New York Mellon FTPS Unit Servicing Agent: FTP Services LLC Evaluator: First Trust Advisors L.P.
Target Target Global Target Focus Five Dividend Leaders Growth Portfolio, 3rd Portfolio, 3rd Portfolio, 3rd Quarter 2014 Quarter 2014 Quarter 2014 Series Series Series ________________ ________________ ________________ Initial Number of Units (1) 33,171 17,755 16,665 Fractional Undivided Interest in the Trust per Unit (1) 1/33,171 1/17,755 1/16,665 Public Offering Price: Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000 Less Initial Sales Charge per Unit (3) (.100) (.100) (.100) ____________ ____________ ____________ Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900 9.900 9.900 Less Deferred Sales Charge per Unit (3) (.145) (.145) (.145) ____________ ____________ ____________ Redemption Price per Unit (5) 9.755 9.755 9.755 Less Creation and Development Fee per Unit (3)(5) (.050) (.050) (.050) Less Organization Costs per Unit (5) (.048) (.010) (.039) ____________ ____________ ____________ Net Asset Value per Unit $ 9.657 $ 9.695 $ 9.666 ============ ============ ============ Tax Status (6) RIC RIC RIC Distribution Frequency (7) Semi-Annual Monthly Semi-Annual Initial Distribution Date (7) December 25, 2014 August 25, 2014 December 25, 2014 Estimated Net Annual Distribution per Unit (8) $ .1849 $ .5429 $ .0645 Cash CUSIP Number 30284G 751 30284G 553 30284G 801 Reinvestment CUSIP Number 30284G 769 30284G 561 30284G 819 Fee Account Cash CUSIP Number 30284G 777 30284G 579 30284G 827 Fee Account Reinvestment CUSIP Number 30284G 785 30284G 587 30284G 835 FTPS CUSIP Number 30284G 793 30284G 595 30284G 843 Pricing Line Product Code 091976 092105 092110 Ticker Symbol FBDELX FEVARX FSTUBX
First Settlement Date July 14, 2014 Mandatory Termination Date (9) October 9, 2015 ------------ See "Notes to Summary of Essential Information" on page 8.
Page 6 Summary of Essential Information (Unaudited) FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014 Sponsor: First Trust Portfolios L.P. Trustee: The Bank of New York Mellon FTPS Unit Servicing Agent: FTP Services LLC Evaluator: First Trust Advisors L.P.
Value Line(R) Target Triad Target VIP Target 25 Portfolio, 3rd Portfolio, 3rd Portfolio, 3rd Quarter 2014 Quarter 2014 Quarter 2014 Series Series Series ________________ ________________ ________________ Initial Number of Units (1) 27,769 41,990 14,725 Fractional Undivided Interest in the Trust per Unit (1) 1/27,769 1/41,990 1/14,725 Public Offering Price: Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000 Less Initial Sales Charge per Unit (3) (.100) (.100) (.100) ____________ ____________ ____________ Aggregate Offering Price Evaluation of Securities per Unit (4) 9.900 9.900 9.900 Less Deferred Sales Charge per Unit (3) (.145) (.145) (.145) ____________ ____________ ____________ Redemption Price per Unit (5) 9.755 9.755 9.755 Less Creation and Development Fee per Unit (3)(5) (.050) (.050) (.050) Less Organization Costs per Unit (5) (.023) (.027) (.035) ____________ ____________ ____________ Net Asset Value per Unit $ 9.682 $ 9.678 $ 9.670 ============ ============ ============ Tax Status (6) RIC RIC Grantor Trust Distribution Frequency (7) Semi-Annual Semi-Annual Monthly Initial Distribution Date (7) December 25, 2014 December 25, 2014 August 25, 2014 Estimated Net Annual Distribution per Unit (8) $ .1681 $ .1731 $ .0963 Cash CUSIP Number 30284H 106 30284H 155 30284G 603 Reinvestment CUSIP Number 30284H 114 30284H 163 30284G 611 Fee Account Cash CUSIP Number 30284H 122 30284H 171 30284G 629 Fee Account Reinvestment CUSIP Number 30284H 130 30284H 189 30284G 637 FTPS CUSIP Number 30284H 148 30284H 197 30284G 645 Pricing Line Product Code 092115 092059 092004 Ticker Symbol FMRETX FRVEDX FMHKTX
First Settlement Date July 14, 2014 Mandatory Termination Date (9) October 9, 2015 ------------ See "Notes to Summary of Essential Information" on page 8. Page 7 NOTES TO SUMMARY OF ESSENTIAL INFORMATION (1) As of the Evaluation Time on July 10, 2014, we may adjust the number of Units of a Trust so that the Public Offering Price per Unit will equal approximately $10.00. If we make such an adjustment, the fractional undivided interest per Unit will vary from the amounts indicated above. (2) The Public Offering Price shown above reflects the value of the Securities on the business day prior to the Initial Date of Deposit. No investor will purchase Units at this price. The price you pay for your Units will be based on their valuation at the Evaluation Time on the date you purchase your Units. On the Initial Date of Deposit, the Public Offering Price per Unit will not include any accumulated dividends on the Securities. After this date, a pro rata share of any accumulated dividends on the Securities will be included. (3) You will pay a maximum sales charge of 2.95% of the Public Offering Price per Unit (equivalent to 2.98% of the net amount invested) which consists of an initial sales charge, a deferred sales charge and a creation and development fee. The sales charges are described in the "Fee Table." (4) Each listed Security is valued at its last closing sale price on the relevant stock exchange at the Evaluation Time on the business day prior to the Initial Date of Deposit. If a Security is not listed, or if no closing sale price exists, it is generally valued at its closing ask price on such date. See "Public Offering-The Value of the Securities." The value of foreign Securities trading in non-U.S. currencies is determined by converting the value of such Securities to their U.S. dollar equivalent based on the currency exchange rate for the currency in which a Security is generally denominated at the Evaluation Time on the business day prior to the Initial Date of Deposit. Evaluations for purposes of determining the purchase, sale or redemption price of Units are made as of the close of trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day on which it is open (the "Evaluation Time"). (5) The creation and development fee and estimated organization costs per Unit will be deducted from the assets of a Trust at the end of the initial offering period. If Units are redeemed prior to the close of the initial offering period, these fees will not be deducted from the redemption proceeds. See "Redeeming Your Units." (6) See "Tax Status." (7) For Trusts that are structured as grantor trusts, the Trustee will distribute money from the Income and Capital Accounts on the twenty-fifth day of each month to Unit holders of record on the tenth day of such month. However, the Trustee will not distribute money if the aggregate amount in the Income and Capital Accounts, exclusive of sale proceeds, equals less than 0.1% of the net asset value of a Trust. Undistributed money in the Income and Capital Accounts will be distributed in the next month in which the aggregate amount available for distribution, exclusive of sale proceeds, exceeds 0.1% of the net asset value of a Trust. Sale proceeds will be distributed if the amount available for distribution equals at least $1.00 per 100 Units. For Trusts that intend to qualify as regulated investment companies ("RICs") and that make monthly distributions, the Trustee will distribute money from the Income and Capital Accounts on the twenty-fifth day of each month to Unit holders of record on the tenth day of each month. For Trusts that intend to qualify as RICs and that make semi-annual distributions, the Trustee will distribute money from the Income and Capital Accounts on the twenty-fifth day of June and December to Unit holders of record on the tenth day of such months. However, the Trustee will only distribute money in the Capital Account if the amount available for distribution from that account equals at least $1.00 per 100 Units. In any case, the Trustee will distribute any funds in the Capital Account in December of each year. For all Trusts, upon termination of a Trust, amounts in the Income and Capital Accounts will be distributed to remaining Unit holders. (8) We base our estimate of the dividends a Trust will receive from the Securities by annualizing the most recent dividends declared by the issuers of the Securities (such figure adjusted to reflect any change in dividend policy announced subsequent to the most recently declared dividend). There is no guarantee that the issuers of the Securities will declare dividends in the future or that if declared they will either remain at current levels or increase over time. Due to this, and various other factors, actual dividends received from the Securities may be less than their most recent annualized dividends. In this case, the actual net annual distribution you receive will be less than the estimated amount set forth above. The actual net annual distribution per Unit you receive will also vary from that set forth above with changes in a Trust's fees and expenses, currency exchange rates, foreign withholding and with the sale of Securities. See "Fee Table" and "Expenses and Charges." (9) See "Amending or Terminating the Indenture."
Page 8 Fee Table (Unaudited) This Fee Table describes the fees and expenses that you may, directly or indirectly, pay if you buy and hold Units of a Trust. See "Public Offering" and "Expenses and Charges." Although the Trusts have a term of approximately 15 months and are unit investment trusts rather than mutual funds, this information allows you to compare fees.
The Dow(R) The Dow(R) Target 5 Portfolio Target Dividend Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- Amount Amount per Unit per Unit -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .430%(d) $.0430 .330%(d) $.0330 ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .114%(f) $.0114 .114%(f) $.0114 ----- ------ ----- ------ Total .174% $.0174 .174% $.0174 ===== ====== ===== ======
Global S&P Target 24 Target 15 Portfolio Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- Amount Amount per Unit per Unit -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .390%(d) $.0390 .460%(d) $.0460 ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .214%(f) $.0214 .114%(f) $.0114 ----- ------ ----- ------ Total .274% $.0274 .174% $.0174 ===== ====== ===== ======
Page 9
S&P Target SMid 60 Target Diversified Target Dividend Portfolio Dividend Portfolio Multi-Strategy Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- ----------------------- Amount Amount Amount per Unit per Unit per Unit -------- -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .350%(d) $.0350 .180%(d) $.0180 .400%(d) $.0400 ===== ====== ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .127%(f) $.0127 .127%(f) $.0127 .434%(f) $.0434 ----- ------ ----- ------ ----- ------ Total .187% $.0187 .187% $.0187 .494% $.0494 ===== ====== ===== ====== ===== ======
Target Double Play Target Focus Four Target Focus Five Portfolio Portfolio Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- ----------------------- Amount Amount Amount per Unit per Unit per Unit -------- -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .480%(d) $.0480 .280%(d) $.0280 .480%(d) $.0480 ===== ====== ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .127%(f) $.0127 .127%(f) $.0127 .477%(f) $.0477 ----- ------ ----- ------ ----- ------ Total .187% $.0187 .187% $.0187 .537% $.0537 ===== ====== ===== ====== ===== ======
Page 10
Target Global Dividend Target Growth Target Triad Leaders Portfolio Portfolio Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- ----------------------- Amount Amount Amount per Unit per Unit per Unit -------- -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .100%(d) $.0100 .390%(d) $.0390 .230%(d) $.0230 ===== ====== ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .127%(f) $.0127 .127%(f) $.0127 .127%(f) $.0127 ----- ------ ----- ------ ----- ------ Total .187% $.0187 .187% $.0187 .187% $.0187 ===== ====== ===== ====== ===== ======
Target VIP Value Line(R) Portfolio Target 25 Portfolio 3rd Quarter 2014 Series 3rd Quarter 2014 Series ----------------------- ----------------------- Amount Amount per Unit per Unit -------- -------- UNIT HOLDER SALES FEES (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) MAXIMUM SALES CHARGE Initial sales charge 1.00%(a) $.100 1.00%(a) $.100 Deferred sales charge 1.45%(b) $.145 1.45%(b) $.145 Creation and development fee 0.50%(c) $.050 0.50%(c) $.050 ----- ----- ----- ----- Maximum sales charge (including creation and development fee) 2.95% $.295 2.95% $.295 ===== ===== ===== ===== ORGANIZATION COSTS (AS A PERCENTAGE OF PUBLIC OFFERING PRICE) Estimated organization costs .270%(d) $.0270 .350%(d) $.0350 ===== ====== ===== ====== ESTIMATED ANNUAL TRUST OPERATING EXPENSES(e) (AS A PERCENTAGE OF AVERAGE NET ASSETS) Portfolio supervision, bookkeeping, administrative, evaluation and FTPS Unit servicing fees .060% $.0060 .060% $.0060 Trustee's fee and other operating expenses .247%(f) $.0247 .114%(f) $.0114 ----- ------ ----- ------ Total .307% $.0307 .174% $.0174 ===== ====== ===== ======
Page 11 Example This example is intended to help you compare the cost of investing in a Trust with the cost of investing in other investment products. The example assumes that you invest $10,000 in a Trust, the principal amount and distributions are rolled every 15 months into a New Trust and you are subject to a reduced transactional sales charge. The example also assumes a 5% return on your investment each year and that your Trust's, and each New Trust's, operating expenses stay the same. The example does not take into consideration transaction fees which may be charged by certain broker/dealers for processing redemption requests. Although your actual costs may vary, based on these assumptions your costs, assuming you roll your proceeds from one trust to the next for the periods shown, would be:
1 Year 3 Years 5 Years 10 Years ______ _______ _______ ________ The Dow(R) Target 5Portfolio, 3rd Quarter 2014 Series $ 355 $ 880 $ 1,171 $ 2,404 The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series 345 850 1,131 2,324 Global Target 15 Portfolio, 3rd Quarter 2014 Series 361 898 1,205 2,475 S&P Target 24 Portfolio, 3rd Quarter 2014 Series 358 889 1,183 2,428 S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series 349 860 1,146 2,353 Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series 332 809 1,078 2,215 Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series 384 966 1,319 2,704 Target Double Play Portfolio, 3rd Quarter 2014 Series 362 899 1,197 2,458 Target Focus Four Portfolio, 3rd Quarter 2014 Series 342 839 1,118 2,297 Target Focus Five Portfolio, 3rd Quarter 2014 Series 397 1,002 1,372 2,809 Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series 324 785 1,046 2,150 Target Growth Portfolio, 3rd Quarter 2014 Series 353 872 1,162 2,386 Target Triad Portfolio, 3rd Quarter 2014 Series 337 824 1,098 2,256 Target VIP Portfolio, 3rd Quarter 2014 Series 353 872 1,175 2,412 Value Line (R) Target 25 Portfolio, 3rd Quarter 2014 Series 347 856 1,139 2,340 If you elect not to roll your proceeds from one trust to the next, your costs will be limited by the number of years your proceeds are invested, as set forth above. ------------- (a) The combination of the initial and deferred sales charge comprises what we refer to as the "transactional sales charge." The initial sales charge is actually equal to the difference between the maximum sales charge of 2.95% and the sum of any remaining deferred sales charge and creation and development fee. (b) The deferred sales charge is a fixed dollar amount equal to $.145 per Unit which, as a percentage of the Public Offering Price, will vary over time. The deferred sales charge will be deducted in three monthly installments commencing October 20, 2014. (c) The creation and development fee compensates the Sponsor for creating and developing the Trusts. The creation and development fee is a charge of $.050 per Unit collected at the end of the initial offering period, which is expected to be approximately three months from the Initial Date of Deposit. If the price you pay for your Units exceeds $10 per Unit, the creation and development fee will be less than 0.50%; if the price you pay for your Units is less than $10 per Unit, the creation and development fee will exceed 0.50%. (d) Estimated organization costs, which for certain Trusts include a one- time license fee, will be deducted from the assets of each Trust at the end of the initial offering period. Estimated organization costs are assessed on a fixed dollar amount per Unit basis which, as a percentage of average net assets, will vary over time. (e) Each of the fees listed herein is assessed on a fixed dollar amount per Unit basis which, as a percentage of average net assets, will vary over time. (f) Other operating expenses do not include brokerage costs and other portfolio transaction fees for any of the Trusts. In certain circumstances the Trusts may incur additional expenses not set forth above. See "Expenses and Charges."
Page 12 Report of Independent Registered Public Accounting Firm The Sponsor, First Trust Portfolios L.P., and Unit Holders FT 4900 We have audited the accompanying statements of net assets, including the schedules of investments, of FT 4900, comprising Dow(R) Target 5 3Q '14 - Term 10/9/15 (The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series); Dow(R) Target Dvd. 3Q '14 - Term 10/9/15 (The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series); Global Target 15 3Q '14 - Term 10/9/15 (Global Target 15 Portfolio, 3rd Quarter 2014 Series); S&P Target 24 3Q '14 - Term 10/9/15 (S&P Target 24 Portfolio, 3rd Quarter 2014 Series); S&P Target SMid 60 3Q '14 - Term 10/9/15 (S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series); Target Divsd. Dvd. 3Q '14 - Term 10/9/15 (Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series); Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15 (Target Dividend Multi- Strategy Portfolio, 3rd Quarter 2014 Series); Target Dbl. Play 3Q '14 - Term 10/9/15 (Target Double Play Portfolio, 3rd Quarter 2014 Series); Target Focus 4 3Q '14 - Term 10/9/15 (Target Focus Four Portfolio, 3rd Quarter 2014 Series); Target Focus 5 3Q '14 - Term 10/9/15 (Target Focus Five Portfolio, 3rd Quarter 2014 Series); Target Global Dvd. Leaders 3Q '14 - Term 10/9/15 (Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series); Target Growth 3Q '14 - Term 10/9/15 (Target Growth Portfolio, 3rd Quarter 2014 Series); Target Triad 3Q '14 - Term 10/9/15 (Target Triad Portfolio, 3rd Quarter 2014 Series); Target VIP 3Q '14 - Term 10/9/15 (Target VIP Portfolio, 3rd Quarter 2014 Series); and Value Line(R) Target 25 3Q '14 - Term 10/9/15 (Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series) (collectively, the "Trusts"), as of the opening of business on July 9, 2014 (Initial Date of Deposit). These statements of net assets are the responsibility of the Trusts' Sponsor. Our responsibility is to express an opinion on these statements of net assets based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the statements of net assets are free of material misstatement. The Trusts are not required to have, nor were we engaged to perform, audits of the Trusts' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinions on the effectiveness of the Trusts' internal control over financial reporting. Accordingly, we express no such opinions. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of net assets, assessing the accounting principles used and significant estimates made by the Trusts' Sponsor, as well as evaluating the overall presentation of the statement of net assets. Our procedures included confirmation of the irrevocable letter of credit held by The Bank of New York Mellon, the Trustee, and allocated among the Trusts for the purchase of Securities, as shown in the statements of net assets, as of the opening of business on July 9, 2014, by correspondence with the Trustee. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the statements of net assets referred to above present fairly, in all material respects, the financial position of FT 4900, comprising the above-mentioned Trusts, as of the opening of business on July 9, 2014 (Initial Date of Deposit), in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois July 9, 2014 Page 13 Statements of Net Assets FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
The Dow(R) The Dow(R) Target Global Target 15 Target 5 Portfolio Dividend Portfolio Portfolio 3rd Quarter 3rd Quarter 3rd Quarter 2014 Series 2014 Series 2014 Series __________________ __________________ ________________ NET ASSETS Investment in Securities represented by purchase contracts (1) (2) $152,555 $156,956 $151,509 Less liability for reimbursement to Sponsor for organization costs (3) (663) (523) (597) Less liability for deferred sales charge (4) (2,234) (2,299) (2,219) Less liability for creation and development fee (5) (770) (793) (765) ________ ________ ________ Net assets $148,888 $153,341 $147,928 ======== ======== ======== Units outstanding 15,410 15,854 15,304 Net asset value per Unit (6) $ 9.662 $9.672 $ 9.666 ANALYSIS OF NET ASSETS Cost to investors (7) $154,097 $158,541 $153,040 Less maximum sales charge (7) (4,546) (4,677) (4,515) Less estimated reimbursement to Sponsor for organization costs (3) (663) (523) (597) ________ ________ ________ Net assets $148,888 $153,341 $147,928 ======== ======== ======== ------------ See "Notes to Statements of Net Assets" on page 19.
Page 14 Statements of Net Assets FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
S&P S&P Target 24 Target SMid 60 Target Diversified Portfolio Portfolio Dividend Portfolio 3rd Quarter 3rd Quarter 3rd Quarter 2014 Series 2014 Series 2014 Series ___________ ______________ __________________ NET ASSETS Investment in Securities represented by purchase contracts (1) (2) $142,541 $154,504 $176,019 Less liability for reimbursement to Sponsor for organization costs (3) (662) (546) (320) Less liability for deferred sales charge (4) (2,088) (2,263) (2,578) Less liability for creation and development fee (5) (720) (780) (889) ________ ________ ________ Net assets $139,071 $150,915 $172,232 ======== ======== ======== Units outstanding 14,398 15,606 17,780 Net asset value per Unit (6) $ 9.659 $ 9.670 $ 9.687 ANALYSIS OF NET ASSETS Cost to investors (7) $143,980 $156,065 $177,797 Less maximum sales charge (7) (4,247) (4,604) (5,245) Less estimated reimbursement to Sponsor for organization costs (3) (662) (546) (320) ________ ________ ________ Net assets $139,071 $150,915 $172,232 ======== ======== ======== ------------ See "Notes to Statements of Net Assets" on page 19.
Page 15 Statements of Net Assets FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Target Dividend Target Multi-Strategy Double Play Target Focus Four Portfolio Portfolio Portfolio 3rd Quarter 3rd Quarter 3rd Quarter 2014 Series 2014 Series 2014 Series _______________ ___________ _________________ NET ASSETS Investment in Securities represented by purchase contracts (1) (2) $245,832 $154,304 $262,767 Less liability for reimbursement to Sponsor for organization costs (3) (993) (748) (743) Less liability for deferred sales charge (4) (3,600) (2,260) (3,849) Less liability for creation and development fee (5) (1,242) (779) (1,327) ________ ________ ________ Net assets $239,997 $150,517 $256,848 ======== ======== ======== Units outstanding 24,831 15,586 26,542 Net asset value per Unit (6) $ 9.665 $ 9.657 $ 9.677 ANALYSIS OF NET ASSETS Cost to investors (7) $248,315 $155,863 $265,421 Less maximum sales charge (7) (7,325) (4,598) (7,830) Less estimated reimbursement to Sponsor for organization costs (3) (993) (748) (743) ________ ________ ________ Net assets $239,997 $150,517 $256,848 ======== ======== ======== ------------ See "Notes to Statements of Net Assets" on page 19.
Page 16 Statements of Net Assets FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Target Target Global Focus Five Dividend Leaders Target Portfolio Portfolio Growth Portfolio 3rd Quarter 3rd Quarter 3rd Quarter 2014 Series 2014 Series 2014 Series ___________ ________________ ________________ NET ASSETS Investment in Securities represented by purchase contracts (1) (2) $328,393 $175,779 $164,980 Less liability for reimbursement to Sponsor for organization costs (3) (1,592) (178) (650) Less liability for deferred sales charge (4) (4,810) (2,574) (2,416) Less liability for creation and development fee (5) (1,659) (888) (833) ________ ________ ________ Net assets $320,332 $172,139 $161,081 ======== ======== ======== Units outstanding 33,171 17,755 16,665 Net asset value per Unit (6) $ 9.657 $ 9.695 $ 9.666 ANALYSIS OF NET ASSETS Cost to investors (7) $331,709 $177,555 $166,647 Less maximum sales charge (7) (9,785) (5,238) (4,916) Less estimated reimbursement to Sponsor for organization costs (3) (1,592) (178) (650) ________ ________ ________ Net assets $320,332 $172,139 $161,081 ======== ======== ======== ------------ See "Notes to Statements of Net Assets" on page 19.
Page 17 Statements of Net Assets FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Value Line(R) Target Triad Target VIP Target 25 Portfolio Portfolio Portfolio 3rd Quarter 3rd Quarter 3rd Quarter 2014 Series 2014 Series 2014 Series ____________ ___________ _____________ NET ASSETS Investment in Securities represented by purchase contracts (1) (2) $274,914 $415,697 $145,777 Less liability for reimbursement to Sponsor for organization costs (3) (639) (1,134) (515) Less liability for deferred sales charge (4) (4,027) (6,089) (2,135) Less liability for creation and development fee (5) (1,388) (2,100) (736) ________ ________ ________ Net assets $268,860 $406,374 $142,391 ======== ======== ======== Units outstanding 27,769 41,990 14,725 Net asset value per Unit (6) $ 9.682 $ 9.678 $ 9.670 ANALYSIS OF NET ASSETS Cost to investors (7) $277,691 $419,895 $147,250 Less maximum sales charge (7) (8,192) (12,387) (4,344) Less estimated reimbursement to Sponsor for organization costs (3) (639) (1,134) (515) ________ ________ ________ Net assets $268,860 $406,374 $142,391 ======== ======== ======== ------------ See "Notes to Statements of Net Assets" on page 19. Page 18 NOTES TO STATEMENTS OF NET ASSETS The Trusts are structured as either regulated investment companies ("RICs") or grantor trusts ("grantors"). Those structured as RICs intend to comply in their initial fiscal year and thereafter with provisions of the Internal Revenue Code applicable to RICs and as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) distributed to Unit holders. The Trusts structured as grantors intend to comply in their initial fiscal year as a grantor under federal tax laws. In grantors, investors are deemed for federal tax purposes, to own the underlying assets of the Trust directly and as such, all taxability issues are taken into account at the Unit holder level. Income passes through to Unit holders as realized by the Trust. (1) Each Trust invests in a diversified portfolio of common stocks. Aggregate cost of the Securities listed under "Schedule of Investments" for each Trust is based on their aggregate underlying value. Each Trust has a Mandatory Termination Date of October 9, 2015. (2) An irrevocable letter of credit for approximately $4,500,000, issued by The Bank of New York Mellon (approximately $200,000 has been allocated to each of The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series; The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series; Global Target 15 Portfolio, 3rd Quarter 2014 Series; S&P Target 24 Portfolio, 3rd Quarter 2014 Series; S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series; Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series; Target Double Play Portfolio, 3rd Quarter 2014 Series; Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series; Target Growth Portfolio, 3rd Quarter 2014 Series; and Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series; and approximately $500,000 has been allocated to each of Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series; Target Focus Four Portfolio, 3rd Quarter 2014 Series; Target Focus Five Portfolio, 3rd Quarter 2014 Series; Target Triad Portfolio, 3rd Quarter 2014 Series; and Target VIP Portfolio, 3rd Quarter 2014 Series), has been deposited with the Trustee as collateral, covering the monies necessary for the purchase of the Securities according to their purchase contracts. (3) A portion of the Public Offering Price consists of an amount sufficient to reimburse the Sponsor for all or a portion of the costs of establishing the Trusts. The estimated organization costs range from $.0100 to $.0480 per Unit for the Trusts. A payment will be made at the end of the initial offering period to an account maintained by the Trustee from which the obligation of the investors to the Sponsor will be satisfied. To the extent that actual organization costs of a Trust are greater than the estimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsor and deducted from the assets of such Trust. (4) Represents the amount of mandatory deferred sales charge distributions of $.145 per Unit, payable to the Sponsor in three approximately equal monthly installments beginning on October 20, 2014 and on the twentieth day of each month thereafter (or if such date is not a business day, on the preceding business day) through December 19, 2014. If Unit holders redeem Units before December 19, 2014 they will have to pay the remaining amount of the deferred sales charge applicable to such Units when they redeem them. (5) The creation and development fee ($.050 per Unit for each Trust) is payable by a Trust on behalf of Unit holders out of assets of a Trust at the end of a Trust's initial offering period. If Units are redeemed prior to the close of the initial offering period, the fee will not be deducted from the proceeds. (6) Net asset value per Unit is calculated by dividing a Trust's net assets by the number of Units outstanding. This figure includes organization costs and the creation and development fee, which will only be assessed to Units outstanding at the close of the initial offering period. (7) The aggregate cost to investors in a Trust includes a maximum sales charge (comprised of an initial and a deferred sales charge and the creation and development fee) computed at the rate of 2.95% of the Public Offering Price (equivalent to 2.98% of the net amount invested, exclusive of the deferred sales charge and the creation and development fee), assuming no reduction of the maximum sales charge as set forth under "Public Offering."
Page 19 Schedule of Investments The Dow (R) Target 5 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Current Ticker Symbol and Offering of Value per Securities to Dividend Name of Issuer of Securities (1) Price Shares Share the Trust (2) Yield (3) _______________________________ _____________ ______ _________ _____________ _________ COMMON STOCKS (100%): Health Care (20%): PFE Pfizer Inc. 20% 1,012 $ 30.15 $ 30,512 3.45% Industrials (20%): GE General Electric Company 20% 1,157 26.37 30,510 3.34% Information Technology (40%): CSCO Cisco Systems, Inc. 20% 1,217 25.07 30,510 3.03% INTC Intel Corporation 20% 991 30.79 30,513 2.92% Telecommunication Services (20%): T AT&T Inc. 20% 858 35.56 30,510 5.17% ____ ________ Total Investments 100% $152,555 ==== ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 20 Schedule of Investments The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Current Ticker Symbol and Offering of Value per Securities to Dividend Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) Yield (3) ___________________________________ ____________ ______ _________ _____________ __________ COMMON STOCKS (100%): Consumer Discretionary (5%): SPLS Staples, Inc. 5% 707 $ 11.10 $ 7,844 4.33% Consumer Staples (5%): UVV Universal Corporation 5% 141 55.58 7,837 3.67% Energy (5%): ESV Ensco Plc + 5% 146 53.78 7,852 5.58% Financials (40%): BBT BB&T Corporation 5% 198 39.59 7,839 2.42% FNB F.N.B. Corporation 5% 621 12.63 7,843 3.80% FNFG First Niagara Financial Group, Inc. 5% 897 8.75 7,849 3.66% MCY Mercury General Corporation 5% 169 46.39 7,840 5.30% ORI Old Republic International Corporation 5% 480 16.34 7,843 4.47% PBCT People's United Financial, Inc. 5% 520 15.10 7,852 4.37% TRMK Trustmark Corporation 5% 324 24.23 7,851 3.80% VLY Valley National Bancorp 5% 800 9.81 7,848 4.49% Materials (10%): CLF Cliffs Natural Resources Inc. 5% 507 15.47 7,843 3.88% MWV MeadWestvaco Corporation 5% 181 43.35 7,846 2.31% Telecommunication Services (5%): T AT&T Inc. 5% 221 35.56 7,859 5.17% Utilities (30%): GAS AGL Resources Inc. 5% 144 54.50 7,848 3.60% AEP American Electric Power Company, Inc. 5% 144 54.55 7,855 3.67% AVA Avista Corporation 5% 240 32.67 7,841 3.89% EXC Exelon Corporation 5% 229 34.32 7,859 3.61% NJR New Jersey Resources Corporation 5% 137 57.27 7,846 2.93% NU Northeast Utilities 5% 171 45.97 7,861 3.42% ____ ________ Total Investments 100% $156,956 ==== ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 21 Schedule of Investments Global Target 15 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Cost of of Aggregate Number Market Securities Current Ticker Symbol and Offering of Value per to the Dividend Name of Issuer of Securities (1)(4)(5) Price Shares Share Trust (2) Yield (3) ______________________________________ ____________ _______ _________ __________ _________ COMMON STOCKS (100.00%): China (26.68%): 3988 HK Bank of China Ltd. # 6.67% 21,807 $ 0.46 $ 10,101 6.82% 3328 HK Bank of Communications Co. Ltd. (Class H) # 6.67% 14,968 0.67 10,100 6.21% 939 HK China Construction Bank Corporation # 6.67% 13,878 0.73 10,101 6.65% 1398 HK Industrial and Commercial Bank of China Ltd. # 6.67% 15,592 0.65 10,101 6.51% Hong Kong (6.66%): 17 HK New World Development Company Limited # 6.66% 8,649 1.17 10,100 4.36% United Kingdom (33.35%): ITV LN ITV Plc # 6.67% 3,318 3.04 10,101 4.69% LAD LN Ladbrokes Plc # 6.67% 4,377 2.31 10,101 7.34% EMG LN Man Group Plc # 6.67% 5,255 1.92 10,101 4.86% TSCO LN Tesco Plc # 6.67% 2,083 4.85 10,101 5.79% VOD LN Vodafone Group Plc # 6.67% 3,086 3.27 10,101 8.11% United States (33.31%): T AT&T Inc. 6.66% 284 35.56 10,099 5.17% CSCO Cisco Systems, Inc. 6.67% 403 25.07 10,103 3.03% GE General Electric Company 6.66% 383 26.37 10,100 3.34% INTC Intel Corporation 6.66% 328 30.79 10,099 2.92% PFE Pfizer Inc. 6.66% 335 30.15 10,100 3.45% _______ ________ Total Investments 100.00% $151,509 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 22 Schedule of Investments S&P Target 24 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (12.60%): AZO AutoZone, Inc. * 1.50% 4 $ 535.11 $ 2,140 HD The Home Depot, Inc. 9.46% 167 80.76 13,487 MAR Marriott International, Inc. 1.64% 36 64.92 2,337 Consumer Staples (10.93%): CCE Coca-Cola Enterprises, Inc. 0.64% 19 47.60 904 CL Colgate-Palmolive Company 3.27% 67 69.50 4,656 PM Philip Morris International Inc. 7.02% 116 86.29 10,010 Energy (11.23%): HAL Halliburton Company 6.45% 132 69.66 9,195 HP Helmerich & Payne, Inc. 1.38% 17 115.50 1,963 HES Hess Corporation 3.40% 49 98.96 4,849 Financials (16.90%): MCO Moody's Corporation 5.44% 87 89.06 7,748 TMK Torchmark Corporation 2.08% 54 54.98 2,969 TRV The Travelers Companies, Inc. 9.38% 142 94.14 13,368 Health Care (13.78%): ABBV AbbVie Inc. 5.35% 137 55.69 7,630 BCR C.R. Bard, Inc. 0.61% 6 145.91 875 GILD Gilead Sciences, Inc. * 7.82% 128 87.12 11,151 Industrials (11.20%): MMM 3M Company 6.80% 67 144.56 9,686 ITW Illinois Tool Works Inc. 2.56% 42 86.83 3,647 NOC Northrop Grumman Corporation 1.84% 22 119.35 2,626 Information Technology (19.56%): AAPL Apple Inc. 15.31% 229 95.32 21,828 INTU Intuit Inc. 0.63% 11 81.15 893 QCOM QUALCOMM Incorporated 3.62% 64 80.65 5,162 Materials (3.80%): CF CF Industries Holdings, Inc. 0.69% 4 245.00 980 IFF International Flavors & Fragrances Inc. 0.44% 6 104.50 627 LYB LyondellBasell Industries N.V. + 2.67% 39 97.68 3,810 _______ ________ Total Investments 100.00% $142,541 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 23 Schedule of Investments S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (11.07%): ASNA Ascena Retail Group Inc. * 2.22% 201 $ 17.05 $ 3,427 BH Biglari Holdings Inc. * 1.08% 4 418.75 1,675 MDC M.D.C. Holdings, Inc. 2.22% 117 29.36 3,435 MHO M/I Homes, Inc. * 1.11% 73 23.45 1,712 ODP Office Depot, Inc. * 2.22% 625 5.49 3,431 RCII Rent-A-Center, Inc. 2.22% 117 29.34 3,433 Consumer Staples (2.23%): UVV Universal Corporation 2.23% 62 55.58 3,446 Energy (12.20%): AREX Approach Resources Inc. * 1.11% 79 21.64 1,710 CRK Comstock Resources, Inc. 1.11% 62 27.71 1,718 GIFI Gulf Island Fabrication, Inc. 1.10% 80 21.34 1,707 HOS Hornbeck Offshore Services, Inc. * 1.12% 40 43.41 1,736 OIS Oil States International, Inc. * 2.21% 54 63.12 3,409 PVA Penn Virginia Corporation * 1.11% 110 15.63 1,719 CKH SEACOR Holdings Inc. * 1.10% 21 81.13 1,704 SFY Swift Energy Company * 1.11% 136 12.58 1,711 UNT Unit Corporation * 2.23% 50 68.94 3,447 Financials (35.59%): Y Alleghany Corporation * 2.26% 8 437.10 3,497 AHL Aspen Insurance Holdings Ltd. + 2.22% 76 45.07 3,425 CLMS Calamos Asset Management, Inc. 1.11% 128 13.37 1,711 CSH Cash America International, Inc. 1.11% 39 43.85 1,710 DRH DiamondRock Hospitality Company (6) 1.11% 134 12.82 1,718 EIG Employers Holdings, Inc. 1.11% 79 21.74 1,718 RE Everest Re Group, Ltd. + 2.22% 21 163.61 3,436 FOR Forestar Group Inc. * 1.12% 92 18.73 1,723 THG The Hanover Insurance Group, Inc. 2.24% 55 62.79 3,454 HMN Horace Mann Educators Corporation 1.11% 57 30.12 1,717 IBOC International Bancshares Corporation 2.22% 127 27.02 3,432 ITG Investment Technology Group, Inc. * 1.11% 103 16.71 1,721 KRG Kite Realty Group Trust (6) 1.11% 264 6.50 1,716 NAVG The Navigators Group, Inc. * 1.11% 26 65.97 1,715 ORI Old Republic International Corporation 2.22% 210 16.34 3,431 PJC Piper Jaffray Companies, Inc. * 1.13% 34 51.12 1,738 RNR RenaissanceRe Holdings Ltd. + 2.23% 32 107.63 3,444 SIGI Selective Insurance Group, Inc. 1.11% 70 24.52 1,716 SFG StanCorp Financial Group, Inc. 2.21% 54 63.19 3,412 SF Stifel Financial Corp. * 1.10% 37 46.11 1,706 UCBI United Community Banks, Inc. 1.11% 105 16.39 1,721 UFCS United Fire Group, Inc. 1.11% 58 29.61 1,717 WRB W.R. Berkley Corporation 2.21% 74 46.22 3,420
Page 24 Schedule of Investments (cont'd.) S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) __________________________________ ____________ ______ _________ _____________ Health Care (4.45%): CYH Community Health Systems Inc. * 2.22% 80 $ 42.86 $ 3,429 LPNT LifePoint Hospitals, Inc. * 2.23% 56 61.41 3,439 Industrials (8.90%): AIR AAR Corp. 1.11% 65 26.34 1,712 ACM Aecom Technology Corp. * 2.23% 108 31.88 3,443 AGCO AGCO Corporation 2.21% 62 55.11 3,417 JBLU JetBlue Airways Corporation * 2.23% 328 10.48 3,438 VVI Viad Corp. 1.12% 73 23.66 1,727 Information Technology (9.99%): BELFB Bel Fuse Inc. (Class B) 1.11% 72 23.92 1,722 BHE Benchmark Electronics, Inc. * 1.11% 68 25.18 1,712 IRF International Rectifier Corporation * 2.22% 121 28.28 3,422 TECD Tech Data Corporation * 2.21% 53 64.45 3,416 TTMI TTM Technologies, Inc. * 1.11% 211 8.15 1,720 VSH Vishay Intertechnology, Inc. 2.23% 223 15.43 3,441 Materials (3.32%): CLF Cliffs Natural Resources Inc. 2.22% 222 15.47 3,434 OMG OM Group, Inc. 1.10% 52 32.71 1,701 Telecommunication Services (2.22%): TDS Telephone & Data Systems, Inc. 2.22% 135 25.41 3,430 Utilities (10.03%): ATO Atmos Energy Corporation 2.24% 67 51.53 3,453 AVA Avista Corporation 1.12% 53 32.67 1,732 HE Hawaiian Electric Industries, Inc. 2.22% 138 24.89 3,435 PNM PNM Resources Inc. 2.23% 118 29.16 3,441 WR Westar Energy, Inc. 2.22% 92 37.20 3,422 _______ ________ Total Investments 100.00% $154,504 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 25 Schedule of Investments Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ___________ ______ ________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (10.00%): KSS Kohl's Corporation 2.50% 83 $ 53.02 $ 4,401 RCII Rent-A-Center, Inc. 2.50% 150 29.34 4,401 SPLS Staples, Inc. 2.50% 397 11.10 4,405 SUP Superior Industries International, Inc. 2.50% 215 20.51 4,410 Consumer Staples (9.99%): CAG ConAgra Foods, Inc. 2.51% 144 30.64 4,412 SPTN SpartanNash Co. 2.50% 212 20.77 4,403 UVV Universal Corporation 2.49% 79 55.58 4,391 WMK Weis Markets, Inc. 2.49% 98 44.81 4,391 Energy (10.03%): CVX Chevron Corporation 2.51% 34 129.90 4,417 DK Delek US Holdings, Inc. 2.51% 153 28.83 4,411 ESV Ensco Plc + 2.51% 82 53.78 4,410 HFC HollyFrontier Corporation 2.50% 102 43.15 4,401 Financials (10.00%): BLX Banco Latinoamericano de Comercio Exterior, S.A. + 2.50% 147 29.92 4,398 FAF First American Financial Corporation 2.50% 157 27.99 4,394 HMN Horace Mann Educators Corporation 2.50% 146 30.12 4,398 SUSQ Susquehanna Bancshares, Inc. 2.50% 426 10.33 4,401 Health Care (9.98%): OMI Owens & Minor, Inc. 2.50% 126 34.92 4,400 PFE Pfizer Inc. 2.50% 146 30.15 4,402 DGX Quest Diagnostics Incorporated 2.49% 74 59.28 4,387 WLP WellPoint, Inc. 2.49% 40 109.46 4,378 Industrials (10.01%): AYR Aircastle Ltd. + 2.50% 250 17.59 4,398 QUAD Quad Graphics, Inc. 2.50% 200 22.00 4,400 SSW Seaspan Corp. + 2.51% 192 22.97 4,410 TGH Textainer Group Holdings Limited + 2.50% 114 38.60 4,400 Information Technology (10.00%): CA CA, Inc. 2.50% 154 28.54 4,395 CSCO Cisco Systems, Inc. 2.51% 176 25.07 4,412 CMTL Comtech Telecommunications Corp. 2.49% 123 35.71 4,392 XRX Xerox Corporation 2.50% 361 12.20 4,404
Page 26 Schedule of Investments (cont'd.) Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ___________ ______ ________ _____________ Materials (10.00%): AGU Agrium Inc. + 2.50% 49 $ 89.92 $ 4,406 CLF Cliffs Natural Resources Inc. 2.50% 284 15.47 4,394 UFS Domtar Corporation + 2.50% 106 41.48 4,397 TCK Teck Resources Limited (Class B) + 2.50% 181 24.32 4,402 Telecommunication Services (9.99%): T AT&T Inc. 2.50% 124 35.56 4,409 BCE BCE Inc. + 2.50% 98 44.88 4,398 RCI Rogers Communications, Inc. (Class B) + 2.49% 111 39.52 4,387 TDS Telephone & Data Systems, Inc. 2.50% 173 25.41 4,396 Utilities (10.00%): ED Consolidated Edison, Inc. 2.51% 78 56.60 4,415 GXP Great Plains Energy Incorporated 2.50% 167 26.40 4,409 LG The Laclede Group, Inc. 2.50% 92 47.79 4,397 PNW Pinnacle West Capital Corporation 2.49% 77 56.98 4,387 _______ ________ Total Investments 100.00% $176,019 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 27 Schedule of Investments Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ ________ ______________ COMMON STOCKS (100.00%): Consumer Discretionary (7.10%): ITV LN ITV Plc # 1.67% 1,346 $ 3.04 $ 4,098 KSS Kohl's Corporation 0.63% 29 53.02 1,538 LAD LN Ladbrokes Plc # 1.67% 1,775 2.31 4,096 RCII Rent-A-Center, Inc. 0.62% 52 29.34 1,526 SPLS Staples, Inc. 1.88% 416 11.10 4,615 SUP Superior Industries International, Inc. 0.63% 75 20.51 1,538 Consumer Staples (7.89%): CAG ConAgra Foods, Inc. 0.62% 50 30.64 1,532 IMT LN Imperial Tobacco Group Plc # 1.24% 67 45.59 3,054 SPTN SpartanNash Co. 0.62% 74 20.77 1,537 TSCO LN Tesco Plc # 2.92% 1,479 4.85 7,172 UVV Universal Corporation 1.87% 83 55.58 4,613 WMK Weis Markets, Inc. 0.62% 34 44.81 1,524 Energy (7.51%): BP/ LN BP Plc # 1.25% 351 8.75 3,071 CVX Chevron Corporation 0.63% 12 129.90 1,559 DK Delek US Holdings, Inc. 0.62% 53 28.83 1,528 ENI IM Eni SpA # 1.25% 115 26.66 3,066 ESV Ensco Plc + 1.88% 86 53.78 4,625 HFC HollyFrontier Corporation 0.63% 36 43.15 1,553 FP FP Total S.A. # 1.25% 44 69.99 3,080 Financials (27.53%): CS FP AXA S.A. # 1.25% 129 23.87 3,079 BLX Banco Latinoamericano de Comercio Exterior, S.A. + 0.62% 51 29.92 1,526 3988 HK Bank of China Ltd. # 1.67% 8,844 0.46 4,097 3328 HK Bank of Communications Co. Ltd. (Class H) # 1.67% 6,071 0.67 4,097 BBT BB&T Corporation 1.26% 78 39.59 3,088 939 HK China Construction Bank Corporation # 1.67% 5,629 0.73 4,097 FNB F.N.B. Corporation 1.25% 243 12.63 3,069 FAF First American Financial Corporation 0.63% 55 27.99 1,539 FNFG First Niagara Financial Group, Inc. 1.25% 351 8.75 3,071 HMN Horace Mann Educators Corporation 0.62% 51 30.12 1,536 HSBA LN HSBC Holdings Plc # 1.25% 302 10.19 3,076 1398 HK Industrial and Commercial Bank of China Ltd. # 1.67% 6,324 0.65 4,097 EMG LN Man Group Plc # 1.67% 2,131 1.92 4,096 MCY Mercury General Corporation 1.25% 66 46.39 3,062 17 HK New World Development Company Limited # 1.67% 3,508 1.17 4,097 ORI Old Republic International Corporation 1.25% 188 16.34 3,072 PBCT People's United Financial, Inc. 1.25% 204 15.10 3,080 STAN LN Standard Chartered Plc # 1.25% 150 20.48 3,072 SUSQ Susquehanna Bancshares, Inc. 0.63% 149 10.33 1,539 SWEDA SS Swedbank AB # 1.25% 121 25.47 3,082 TRMK Trustmark Corporation 1.25% 127 24.23 3,077 VLY Valley National Bancorp 1.25% 313 9.81 3,071 Health Care (5.42%): GSK LN GlaxoSmithKline Plc # 1.25% 116 26.57 3,082 OMI Owens & Minor, Inc. 0.62% 44 34.92 1,537 PFE Pfizer Inc. 2.30% 187 30.15 5,638 DGX Quest Diagnostics Incorporated 0.63% 26 59.28 1,541 WLP WellPoint, Inc. 0.62% 14 109.46 1,532
Page 28 Schedule of Investments (cont'd.) Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ ________ ______________ Industrials (4.17%): AYR Aircastle Ltd. + 0.62% 87 $ 17.59 $ 1,530 GE General Electric Company 1.66% 155 26.37 4,087 QUAD Quad Graphics, Inc. 0.63% 70 22.00 1,540 SSW Seaspan Corp. + 0.63% 67 22.97 1,539 TGH Textainer Group Holdings Limited + 0.63% 40 38.60 1,544 Information Technology (5.84%): CA CA, Inc. 0.63% 54 28.54 1,541 CSCO Cisco Systems, Inc. 2.29% 225 25.07 5,641 CMTL Comtech Telecommunications Corp. 0.62% 43 35.71 1,536 INTC Intel Corporation 1.67% 133 30.79 4,095 XRX Xerox Corporation 0.63% 126 12.20 1,537 Materials (4.98%): AGU Agrium Inc. + 0.62% 17 89.92 1,529 CLF Cliffs Natural Resources Inc. 1.87% 298 15.47 4,611 UFS Domtar Corporation + 0.62% 37 41.48 1,535 MWV MeadWestvaco Corporation 1.25% 71 43.35 3,078 TCK Teck Resources Limited (Class B) + 0.62% 63 24.32 1,532 Telecommunication Services (13.32%): T AT&T Inc. 3.52% 244 35.56 8,676 BCE BCE Inc. + 0.62% 34 44.88 1,526 ORA FP Orange # 1.25% 202 15.22 3,075 RCI Rogers Communications, Inc. (Class B) + 0.63% 39 39.52 1,541 TEF SM Telefonica S.A. # 1.25% 183 16.80 3,075 TEL NO Telenor ASA # 1.25% 134 22.91 3,070 TDS Telephone & Data Systems, Inc. 0.63% 61 25.41 1,550 TLSN SS TeliaSonera AB # 1.25% 417 7.38 3,077 VOD LN Vodafone Group Plc # 2.92% 2,191 3.27 7,171 Utilities (16.24%): GAS AGL Resources Inc. 1.24% 56 54.50 3,052 AEP American Electric Power Company, Inc. 1.24% 56 54.55 3,055 AVA Avista Corporation 1.25% 94 32.67 3,071 CNA LN Centrica Plc # 1.25% 576 5.33 3,073 ED Consolidated Edison, Inc. 0.62% 27 56.60 1,528 EDF FP Electricite de France S.A. # 1.25% 99 31.12 3,081 EXC Exelon Corporation 1.26% 90 34.32 3,089 GSZ FP GDF SUEZ # 1.25% 114 26.89 3,065 GXP Great Plains Energy Incorporated 0.62% 58 26.40 1,531 LG The Laclede Group, Inc. 0.62% 32 47.79 1,529 NG/ LN National Grid Plc # 1.25% 211 14.56 3,073 NJR New Jersey Resources Corporation 1.26% 54 57.27 3,093 NU Northeast Utilities 1.25% 67 45.97 3,080 PNW Pinnacle West Capital Corporation 0.63% 27 56.98 1,538 SSE LN SSE Plc # 1.25% 113 27.10 3,063 _______ ________ Total Investments 100.00% $245,832 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 29 Schedule of Investments Target Double Play Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value per Securities to Name of Issuer of Securities (1)(4) Offering Price Shares Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (8.57%): DDS Dillard's, Inc. (Class A) 0.62% 8 $ 119.80 $ 958 GT The Goodyear Tire & Rubber Company 0.91% 52 26.93 1,400 MGA Magna International Inc. (Class A) + 3.18% 45 108.99 4,905 SPLS Staples, Inc. 2.50% 348 11.10 3,861 TRW TRW Automotive Holdings Corp. * 1.36% 23 91.30 2,100 Consumer Staples (7.66%): KR The Kroger Co. 3.21% 101 48.97 4,946 SAFM Sanderson Farms, Inc. 0.51% 8 99.11 793 TSN Tyson Foods, Inc. (Class A) 1.45% 57 39.24 2,237 UVV Universal Corporation 2.49% 69 55.58 3,835 Energy (13.09%): DVN Devon Energy Corporation 4.25% 84 78.14 6,564 ECA EnCana Corp. + 2.21% 151 22.55 3,405 ESV Ensco Plc + 2.51% 72 53.78 3,872 UPL Ultra Petroleum Corp. +* 0.55% 31 27.56 854 VLO Valero Energy Corporation 3.57% 112 49.17 5,507 Financials (19.98%): BBT BB&T Corporation 2.49% 97 39.59 3,840 FNB F.N.B. Corporation 2.50% 305 12.63 3,852 FNFG First Niagara Financial Group, Inc. 2.50% 441 8.75 3,859 MCY Mercury General Corporation 2.49% 83 46.39 3,850 ORI Old Republic International Corporation 2.50% 236 16.34 3,856 PBCT People's United Financial, Inc. 2.50% 255 15.10 3,851 TRMK Trustmark Corporation 2.50% 159 24.23 3,853 VLY Valley National Bancorp 2.50% 393 9.81 3,855 Health Care (0.50%): PDLI PDL BioPharma, Inc. 0.50% 82 9.41 772 Industrials (8.16%): ALK Alaska Air Group, Inc. 0.88% 14 96.79 1,355 CAR Avis Budget Group, Inc. * 0.84% 22 59.10 1,300 GMT GATX Corporation 0.51% 12 66.27 795 HA Hawaiian Holdings, Inc. * 0.50% 58 13.41 778 R Ryder System, Inc. 0.63% 11 88.38 972 LUV Southwest Airlines Co. 2.51% 145 26.70 3,871 TRN Trinity Industries, Inc. 0.91% 32 43.96 1,407 URI United Rentals, Inc. * 1.38% 20 106.28 2,126
Page 30 Schedule of Investments (cont'd.) Target Double Play Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value per Securities to Name of Issuer of Securities (1)(4) Offering Price Shares Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Information Technology (17.67%): AMKR Amkor Technology, Inc. * 0.50% 71 $ 10.90 $ 774 MU Micron Technology, Inc. * 4.68% 218 33.13 7,222 TSM Taiwan Semiconductor Manufacturing Company Ltd. (ADR) + 12.49% 854 22.57 19,275 Materials (6.36%): CE Celanese Corporation 1.36% 32 65.74 2,104 CLF Cliffs Natural Resources Inc. 2.50% 249 15.47 3,852 MWV MeadWestvaco Corporation 2.50% 89 43.35 3,858 Telecommunication Services (3.01%): T AT&T Inc. 2.51% 109 35.56 3,876 SHEN Shenandoah Telecommunications Company 0.50% 26 29.77 774 Utilities (15.00%): GAS AGL Resources Inc. 2.51% 71 54.50 3,870 AEP American Electric Power Company, Inc. 2.51% 71 54.55 3,873 AVA Avista Corporation 2.50% 118 32.67 3,855 EXC Exelon Corporation 2.49% 112 34.32 3,844 NJR New Jersey Resources Corporation 2.49% 67 57.27 3,837 NU Northeast Utilities 2.50% 84 45.97 3,861 _______ ________ Total Investments 100.00% $154,304 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 31 Schedule of Investments Target Focus Four Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (9.25%): ASNA Ascena Retail Group Inc. * 0.67% 103 $ 17.05 $ 1,756 BH Biglari Holdings Inc. * 0.32% 2 418.75 838 DDS Dillard's, Inc. (Class A) 0.36% 8 119.80 958 GT The Goodyear Tire & Rubber Company 0.54% 53 26.93 1,427 HMC Honda Motor Co., Ltd. (ADR) + 0.40% 30 34.99 1,050 MDC M.D.C. Holdings, Inc. 0.67% 60 29.36 1,762 MHO M/I Homes, Inc. * 0.33% 37 23.45 868 MGA Magna International Inc. (Class A) + 1.91% 46 108.99 5,014 ODP Office Depot, Inc. * 0.67% 319 5.49 1,751 RCII Rent-A-Center, Inc. 0.67% 60 29.34 1,760 SPLS Staples, Inc. 1.50% 355 11.10 3,939 TM Toyota Motor Corporation (ADR) + 0.41% 9 120.30 1,083 TRW TRW Automotive Holdings Corp. * 0.80% 23 91.30 2,100 Consumer Staples (5.27%): KR The Kroger Co. 1.92% 103 48.97 5,044 SAFM Sanderson Farms, Inc. 0.30% 8 99.11 793 TSN Tyson Foods, Inc. (Class A) 0.87% 58 39.24 2,276 UVV Universal Corporation 2.18% 103 55.58 5,725 Energy (15.53%): AREX Approach Resources Inc. * 0.33% 40 21.64 866 BP BP Plc (ADR) + 0.40% 20 52.38 1,048 SNP China Petroleum and Chemical Corporation (Sinopec) (ADR) + 0.40% 11 94.83 1,043 CEO CNOOC Limited (ADR) + 0.40% 6 175.65 1,054 CRK Comstock Resources, Inc. 0.34% 32 27.71 887 DVN Devon Energy Corporation 2.56% 86 78.14 6,720 ECA EnCana Corp. + 1.32% 154 22.55 3,473 E Eni SpA (ADR) + 0.41% 20 53.59 1,072 ESV Ensco Plc + 1.49% 73 53.78 3,926 GIFI Gulf Island Fabrication, Inc. 0.33% 41 21.34 875 HOS Hornbeck Offshore Services, Inc. * 0.33% 20 43.41 868 OIS Oil States International, Inc. * 0.67% 28 63.12 1,767 PVA Penn Virginia Corporation * 0.33% 56 15.63 875 PTR PetroChina Company Limited (ADR) + 0.38% 8 125.03 1,000 PBR Petroleo Brasileiro S.A. - Petrobras (ADR) + 0.40% 73 14.47 1,056 RDS/A Royal Dutch Shell Plc (ADR) + 0.41% 13 82.02 1,066 CKH SEACOR Holdings Inc. * 0.34% 11 81.13 892 SDRL Seadrill Limited + 0.40% 28 37.53 1,051
Page 32 Schedule of Investments (cont'd.) Target Focus Four Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ Energy (cont'd.): STO StatoilHydro ASA (ADR) + 0.40% 35 $ 30.34 $ 1,062 SFY Swift Energy Company * 0.34% 70 12.58 881 TOT Total S.A. (ADR) + 0.40% 15 70.37 1,056 UPL Ultra Petroleum Corp. +* 0.34% 32 27.56 882 UNT Unit Corporation * 0.66% 25 68.94 1,724 VLO Valero Energy Corporation 2.15% 115 49.17 5,655 Financials (24.67%): Y Alleghany Corporation * 0.67% 4 437.10 1,748 AHL Aspen Insurance Holdings Ltd. + 0.67% 39 45.07 1,758 BBT BB&T Corporation 1.51% 100 39.59 3,959 CLMS Calamos Asset Management, Inc. 0.33% 65 13.37 869 CSH Cash America International, Inc. 0.33% 20 43.85 877 DRH DiamondRock Hospitality Company (6) 0.33% 68 12.82 872 EIG Employers Holdings, Inc. 0.33% 40 21.74 870 RE Everest Re Group, Ltd. + 0.68% 11 163.61 1,800 FNB F.N.B. Corporation 1.50% 312 12.63 3,941 FNFG First Niagara Financial Group, Inc. 1.50% 450 8.75 3,938 FOR Forestar Group Inc. * 0.33% 47 18.73 880 THG The Hanover Insurance Group, Inc. 0.67% 28 62.79 1,758 HMN Horace Mann Educators Corporation 0.33% 29 30.12 873 IBOC International Bancshares Corporation 0.67% 65 27.02 1,756 ITG Investment Technology Group, Inc. * 0.33% 52 16.71 869 KRG Kite Realty Group Trust (6) 0.33% 135 6.50 878 MCY Mercury General Corporation 1.50% 85 46.39 3,943 MTU Mitsubishi UFJ Financial Group, Inc. (MUFG) (ADR) + 0.40% 172 6.10 1,049 MFG Mizuho Financial Group, Inc. (ADR) + 0.40% 263 3.99 1,049 NAVG The Navigators Group, Inc. * 0.33% 13 65.97 858 NMR Nomura Holdings, Inc. (ADR) + 0.40% 151 6.95 1,049 ORI Old Republic International Corporation 2.16% 348 16.34 5,686 PBCT People's United Financial, Inc. 1.50% 261 15.10 3,941 PJC Piper Jaffray Companies, Inc. * 0.33% 17 51.12 869 RNR RenaissanceRe Holdings Ltd. + 0.66% 16 107.63 1,722 SIGI Selective Insurance Group, Inc. 0.34% 36 24.52 883 SHG Shinhan Financial Group Co., Ltd. (ADR) + 0.40% 23 45.52 1,047 SFG StanCorp Financial Group, Inc. 0.67% 28 63.19 1,769 SF Stifel Financial Corp. * 0.33% 19 46.11 876 SMFG Sumitomo Mitsui Financial Group, Inc. (ADR) + 0.40% 125 8.43 1,054 TRMK Trustmark Corporation 1.50% 163 24.23 3,949
Page 33 Schedule of Investments (cont'd.) Target Focus Four Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ Financials (cont'd.): UCBI United Community Banks, Inc. 0.33% 53 $ 16.39 $ 869 UFCS United Fire Group, Inc. 0.34% 30 29.61 888 VLY Valley National Bancorp 1.50% 402 9.81 3,944 WRB W.R. Berkley Corporation 0.67% 38 46.22 1,756 Health Care (1.65%): CYH Community Health Systems Inc. * 0.67% 41 42.86 1,757 LPNT LifePoint Hospitals, Inc. * 0.68% 29 61.41 1,781 PDLI PDL BioPharma, Inc. 0.30% 84 9.41 790 Industrials (7.54%): AIR AAR Corp. 0.33% 33 26.34 869 ACM Aecom Technology Corp. * 0.67% 55 31.88 1,753 AGCO AGCO Corporation 0.67% 32 55.11 1,764 ALK Alaska Air Group, Inc. 0.52% 14 96.79 1,355 CAR Avis Budget Group, Inc. * 0.52% 23 59.10 1,359 GMT GATX Corporation 0.30% 12 66.27 795 HA Hawaiian Holdings, Inc. * 0.30% 59 13.41 791 JBLU JetBlue Airways Corporation * 0.67% 167 10.48 1,750 R Ryder System, Inc. 0.37% 11 88.38 972 LUV Southwest Airlines Co. 1.50% 148 26.70 3,952 TRN Trinity Industries, Inc. 0.55% 33 43.96 1,451 URI United Rentals, Inc. * 0.81% 20 106.28 2,126 VVI Viad Corp. 0.33% 37 23.66 875 Information Technology (14.00%): AMKR Amkor Technology, Inc. * 0.30% 73 10.90 796 BELFB Bel Fuse Inc. (Class B) 0.34% 37 23.92 885 BHE Benchmark Electronics, Inc. * 0.34% 35 25.18 881 CAJ Canon Inc. (ADR) + 0.40% 32 32.49 1,040 IRF International Rectifier Corporation * 0.67% 62 28.28 1,753 MU Micron Technology, Inc. * 2.81% 223 33.13 7,388 TSM Taiwan Semiconductor Manufacturing Company Ltd. (ADR) + 7.49% 872 22.57 19,681 TECD Tech Data Corporation * 0.66% 27 64.45 1,740 TTMI TTM Technologies, Inc. * 0.33% 107 8.15 872 VSH Vishay Intertechnology, Inc. 0.66% 113 15.43 1,744 Materials (5.63%): MT ArcelorMittal (ADR) + 0.40% 70 14.94 1,046 CE Celanese Corporation 0.83% 33 65.74 2,169 CLF Cliffs Natural Resources Inc. 2.16% 368 15.47 5,693 MWV MeadWestvaco Corporation 1.50% 91 43.35 3,945 OMG OM Group, Inc. 0.34% 27 32.71 883 PKX POSCO (ADR) + 0.40% 14 74.51 1,043
Page 34 Schedule of Investments (cont'd.) Target Focus Four Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ Telecommunication Services (4.47%): T AT&T Inc. 1.50% 111 $ 35.56 $ 3,947 CHL China Mobile Limited (ADR) + 0.39% 21 49.11 1,031 CHU China Unicom (Hong Kong) Limited (ADR) + 0.40% 67 15.71 1,053 NTT Nippon Telegraph and Telephone Corporation (ADR) + 0.40% 33 31.83 1,050 DCM NTT DoCoMo, Inc. (ADR) + 0.40% 61 17.27 1,053 ORAN Orange (ADR) + 0.40% 69 15.31 1,056 SHEN Shenandoah Telecommunications Company 0.31% 27 29.77 804 TDS Telephone & Data Systems, Inc. 0.67% 69 25.41 1,753 Utilities (11.99%): GAS AGL Resources Inc. 1.49% 72 54.50 3,924 AEP American Electric Power Company, Inc. 1.49% 72 54.55 3,928 ATO Atmos Energy Corporation 0.67% 34 51.53 1,752 AVA Avista Corporation 1.84% 148 32.67 4,835 EXC Exelon Corporation 1.50% 115 34.32 3,947 HE Hawaiian Electric Industries, Inc. 0.66% 70 24.89 1,742 NJR New Jersey Resources Corporation 1.50% 69 57.27 3,952 NU Northeast Utilities 1.50% 86 45.97 3,953 PNM PNM Resources Inc. 0.67% 60 29.16 1,750 WR Westar Energy, Inc. 0.67% 47 37.20 1,748 _______ ________ Total Investments 100.00% $262,767 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 35 Schedule of Investments Target Focus Five Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (11.38%): ASNA Ascena Retail Group Inc. * 0.53% 103 $ 17.05 $ 1,756 BMW GY Bayerische Motoren Werke (BMW) AG # 1.00% 26 126.17 3,281 BH Biglari Holdings Inc. * 0.26% 2 418.75 838 ML FP Compagnie Generale des Etablissements Michelin # 1.00% 28 117.00 3,276 DAI GY Daimler AG # 0.99% 35 92.76 3,247 DDS Dillard's, Inc. (Class A) 0.29% 8 119.80 958 GT The Goodyear Tire & Rubber Company 0.43% 53 26.93 1,427 HMC Honda Motor Co., Ltd. (ADR) + 0.32% 30 34.99 1,050 MDC M.D.C. Holdings, Inc. 0.54% 60 29.36 1,762 MHO M/I Homes, Inc. * 0.26% 37 23.45 868 MGA Magna International Inc. (Class A) + 1.53% 46 108.99 5,014 ODP Office Depot, Inc. * 0.53% 319 5.49 1,751 RNO FP Renault S.A. # 0.99% 35 93.24 3,263 RCII Rent-A-Center, Inc. 0.54% 60 29.34 1,760 SPLS Staples, Inc. 1.20% 355 11.10 3,939 TM Toyota Motor Corporation (ADR) + 0.33% 9 120.30 1,083 TRW TRW Automotive Holdings Corp. * 0.64% 23 91.30 2,100 Consumer Staples (4.21%): KR The Kroger Co. 1.54% 103 48.97 5,044 SAFM Sanderson Farms, Inc. 0.24% 8 99.11 793 TSN Tyson Foods, Inc. (Class A) 0.69% 58 39.24 2,276 UVV Universal Corporation 1.74% 103 55.58 5,725 Energy (16.43%): AREX Approach Resources Inc. * 0.26% 40 21.64 866 BP BP Plc (ADR) + 0.32% 20 52.38 1,048 SNP China Petroleum and Chemical Corporation (Sinopec) (ADR) + 0.32% 11 94.83 1,043 CEO CNOOC Limited (ADR) + 0.32% 6 175.65 1,054 CRK Comstock Resources, Inc. 0.27% 32 27.71 887 DVN Devon Energy Corporation 2.05% 86 78.14 6,720 ECA EnCana Corp. + 1.06% 154 22.55 3,473 ENI IM Eni SpA # 1.00% 123 26.66 3,280 E Eni SpA (ADR) + 0.33% 20 53.59 1,072 ESV Ensco Plc + 1.20% 73 53.78 3,926 GIFI Gulf Island Fabrication, Inc. 0.27% 41 21.34 875 HOS Hornbeck Offshore Services, Inc. * 0.26% 20 43.41 868 1605 JP Inpex Corporation # 1.00% 219 14.99 3,283 OIS Oil States International, Inc. * 0.54% 28 63.12 1,767 PVA Penn Virginia Corporation * 0.27% 56 15.63 875 PTR PetroChina Company Limited (ADR) + 0.30% 8 125.03 1,000 PBR Petroleo Brasileiro S.A. - Petrobras (ADR) + 0.32% 73 14.47 1,056
Page 36 Schedule of Investments (cont'd.) Target Focus Five Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Energy (cont'd.): RDS/A Royal Dutch Shell Plc (ADR) + 0.32% 13 $ 82.02 $ 1,066 CKH SEACOR Holdings Inc. * 0.27% 11 81.13 892 SDRL Seadrill Limited + 0.32% 28 37.53 1,051 STL NO StatoilHydro ASA # 1.00% 109 30.20 3,292 STO StatoilHydro ASA (ADR) + 0.32% 35 30.34 1,062 SFY Swift Energy Company * 0.27% 70 12.58 881 FP FP Total S.A. # 1.00% 47 69.99 3,289 TOT Total S.A. (ADR) + 0.32% 15 70.37 1,056 UPL Ultra Petroleum Corp. +* 0.27% 32 27.56 882 UNT Unit Corporation * 0.53% 25 68.94 1,724 VLO Valero Energy Corporation 1.72% 115 49.17 5,655 Financials (22.77%): Y Alleghany Corporation * 0.53% 4 437.10 1,748 AHL Aspen Insurance Holdings Ltd. + 0.54% 39 45.07 1,758 BBT BB&T Corporation 1.21% 100 39.59 3,959 CLMS Calamos Asset Management, Inc. 0.27% 66 13.37 882 CSH Cash America International, Inc. 0.27% 20 43.85 877 1 HK Cheung Kong (Holdings) Limited # 1.00% 179 18.36 3,287 DRH DiamondRock Hospitality Company (6) 0.27% 68 12.82 872 EIG Employers Holdings, Inc. 0.27% 40 21.74 870 RE Everest Re Group, Ltd. + 0.55% 11 163.61 1,800 FNB F.N.B. Corporation 1.20% 312 12.63 3,941 FNFG First Niagara Financial Group, Inc. 1.20% 450 8.75 3,937 FOR Forestar Group Inc. * 0.27% 47 18.73 880 THG The Hanover Insurance Group, Inc. 0.54% 28 62.79 1,758 HMN Horace Mann Educators Corporation 0.27% 29 30.12 873 IBOC International Bancshares Corporation 0.53% 65 27.02 1,756 ITG Investment Technology Group, Inc. * 0.26% 52 16.71 869 KRG Kite Realty Group Trust (6) 0.27% 135 6.50 878 MCY Mercury General Corporation 1.20% 85 46.39 3,943 MTU Mitsubishi UFJ Financial Group, Inc. (MUFG) (ADR) + 0.32% 172 6.10 1,049 MFG Mizuho Financial Group, Inc. (ADR) + 0.32% 263 3.99 1,049 NAVG The Navigators Group, Inc. * 0.26% 13 65.97 858 NMR Nomura Holdings, Inc. (ADR) + 0.32% 151 6.95 1,049 ORI Old Republic International Corporation 1.73% 348 16.34 5,686 PBCT People's United Financial, Inc. 1.20% 261 15.10 3,941 PJC Piper Jaffray Companies, Inc. * 0.26% 17 51.12 869 RNR RenaissanceRe Holdings Ltd. + 0.52% 16 107.63 1,722 SIGI Selective Insurance Group, Inc. 0.27% 36 24.52 883 SHG Shinhan Financial Group Co., Ltd. (ADR) + 0.32% 23 45.52 1,047 SFG StanCorp Financial Group, Inc. 0.54% 28 63.19 1,769 SF Stifel Financial Corp. * 0.27% 19 46.11 876
Page 37 Schedule of Investments (cont'd.) Target Focus Five Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Financials (cont'd.): SMFG Sumitomo Mitsui Financial Group, Inc. (ADR) + 0.32% 125 $ 8.43 $ 1,054 16 HK Sun Hung Kai Properties Limited # 1.00% 236 13.88 3,277 TRMK Trustmark Corporation 1.20% 163 24.23 3,949 UCBI United Community Banks, Inc. 0.26% 53 16.39 869 UFCS United Fire Group, Inc. 0.27% 30 29.61 888 VLY Valley National Bancorp 1.20% 402 9.81 3,944 WRB W.R. Berkley Corporation 0.54% 38 46.22 1,756 4 HK Wharf Holdings Limited # 1.00% 447 7.35 3,285 Health Care (1.32%): CYH Community Health Systems Inc. * 0.54% 41 42.86 1,757 LPNT LifePoint Hospitals, Inc. * 0.54% 29 61.41 1,781 PDLI PDL BioPharma, Inc. 0.24% 84 9.41 790 Industrials (8.02%): AIR AAR Corp. 0.26% 33 26.34 869 ACM Aecom Technology Corp. * 0.53% 55 31.88 1,753 AGCO AGCO Corporation 0.54% 32 55.11 1,764 ALK Alaska Air Group, Inc. 0.41% 14 96.79 1,355 CAR Avis Budget Group, Inc. * 0.41% 23 59.10 1,359 GMT GATX Corporation 0.24% 12 66.27 795 HA Hawaiian Holdings, Inc. * 0.24% 59 13.41 791 JBLU JetBlue Airways Corporation * 0.53% 167 10.48 1,750 8058 JP Mitsubishi Corporation # 1.00% 156 21.07 3,287 8031 JP MITSUI & CO., LTD. # 1.00% 202 16.26 3,285 R Ryder System, Inc. 0.30% 11 88.38 972 LUV Southwest Airlines Co. 1.20% 148 26.70 3,952 TRN Trinity Industries, Inc. 0.44% 33 43.96 1,451 URI United Rentals, Inc. * 0.65% 20 106.28 2,126 VVI Viad Corp. 0.27% 37 23.66 875 Information Technology (11.21%): AMKR Amkor Technology, Inc. * 0.24% 73 10.90 796 BELFB Bel Fuse Inc. (Class B) 0.27% 37 23.92 885 BHE Benchmark Electronics, Inc. * 0.27% 35 25.18 881 CAJ Canon Inc. (ADR) + 0.32% 32 32.49 1,040 IRF International Rectifier Corporation * 0.53% 62 28.28 1,753 MU Micron Technology, Inc. * 2.25% 223 33.13 7,388 TSM Taiwan Semiconductor Manufacturing Company Ltd. (ADR) + 5.99% 872 22.57 19,681 TECD Tech Data Corporation * 0.53% 27 64.45 1,740 TTMI TTM Technologies, Inc. * 0.27% 107 8.15 872 VSH Vishay Intertechnology, Inc. 0.54% 114 15.43 1,759
Page 38 Schedule of Investments (cont'd.) Target Focus Five Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Materials (4.50%): MT ArcelorMittal (ADR) + 0.32% 70 $ 14.94 $ 1,046 CE Celanese Corporation 0.66% 33 65.74 2,169 CLF Cliffs Natural Resources Inc. 1.73% 368 15.47 5,693 MWV MeadWestvaco Corporation 1.20% 91 43.35 3,945 OMG OM Group, Inc. 0.27% 27 32.71 883 PKX POSCO (ADR) + 0.32% 14 74.51 1,043 Telecommunication Services (6.57%): T AT&T Inc. 1.20% 111 35.56 3,947 CHL China Mobile Limited (ADR) + 0.31% 21 49.11 1,031 CHU China Unicom (Hong Kong) Limited (ADR) + 0.32% 67 15.71 1,053 NTT Nippon Telegraph and Telephone Corporation (ADR) + 0.32% 33 31.83 1,050 9432 JP Nippon Telegraph and Telephone Corporation (NTT) # 1.00% 51 64.15 3,271 DCM NTT DoCoMo, Inc. (ADR) + 0.32% 61 17.27 1,053 ORA FP Orange # 1.00% 216 15.22 3,288 ORAN Orange (ADR) + 0.32% 69 15.31 1,056 SHEN Shenandoah Telecommunications Company 0.25% 27 29.77 804 TDS Telephone & Data Systems, Inc. 0.53% 69 25.41 1,753 VOD LN Vodafone Group Plc # 1.00% 1,003 3.27 3,283 Utilities (13.59%): GAS AGL Resources Inc. 1.20% 72 54.50 3,924 AEP American Electric Power Company, Inc. 1.20% 72 54.55 3,928 ATO Atmos Energy Corporation 0.53% 34 51.53 1,752 AVA Avista Corporation 1.47% 148 32.67 4,835 ENEL IM Enel SpA # 1.00% 582 5.64 3,283 EXC Exelon Corporation 1.20% 115 34.32 3,947 FUM1V FH Fortum Oyj # 1.00% 124 26.50 3,286 GAS SM Gas Natural SDG, S.A. # 1.00% 106 30.88 3,274 HE Hawaiian Electric Industries, Inc. 0.53% 70 24.89 1,742 IBE SM Iberdrola S.A. # 1.00% 449 7.31 3,282 NJR New Jersey Resources Corporation 1.20% 69 57.27 3,952 NU Northeast Utilities 1.20% 86 45.97 3,953 PNM PNM Resources Inc. 0.53% 60 29.16 1,750 WR Westar Energy, Inc. 0.53% 47 37.20 1,748 _______ ________ Total Investments 100.00% $328,393 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 39 Schedule of Investments Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (9.98%): CBRL Cracker Barrel Old Country Store, Inc. 1.98% 35 $ 99.62 $ 3,487 CTCM CTC Media, Inc. + 2.00% 327 10.75 3,515 RGC Regal Entertainment Group (Class A) 1.99% 172 20.38 3,505 SIX Six Flags Entertainment Corporation 2.01% 84 42.02 3,530 SPLS Staples, Inc. 2.00% 317 11.10 3,517 Consumer Staples (5.98%): MO Altria Group, Inc. 1.99% 82 42.71 3,502 MHG Marine Harvest ASA (ADR) + 2.00% 255 13.77 3,511 RAI Reynolds American Inc. 1.99% 57 61.31 3,495 Energy (12.01%): CEO CNOOC Limited (ADR) + 2.00% 20 175.65 3,513 CVI CVR Energy, Inc. 2.01% 74 47.69 3,529 DO Diamond Offshore Drilling, Inc. 2.00% 72 48.89 3,520 LUKOY LUKOIL (ADR) + 2.00% 57 61.75 3,520 PTR PetroChina Company Limited (ADR) + 1.99% 28 125.03 3,501 SDRL Seadrill Limited + 2.01% 94 37.53 3,528 Financials (26.00%): AGNC American Capital Agency Corp. (6) 0.99% 76 23.00 1,748 NLY Annaly Capital Management Inc. (6) 1.00% 157 11.17 1,754 AEC Associated Estates Realty Corporation (6) 1.00% 97 18.17 1,762 AVIV Aviv REIT, Inc. (6) 1.00% 63 27.85 1,754 BGCP BGC Partners, Inc. 2.00% 480 7.32 3,514 CHSP Chesapeake Lodging Trust (6) 1.00% 58 30.16 1,749 CNS Cohen & Steers, Inc. 2.00% 80 43.96 3,517 CXW Corrections Corporation of America (6) 1.00% 53 33.27 1,763 DLR Digital Realty Trust, Inc. (6) 1.01% 30 59.20 1,776 DFT DuPont Fabros Technology, Inc. (6) 1.00% 66 26.73 1,764 EPR EPR Properties (6) 0.99% 31 55.94 1,734 HPT Hospitality Properties Trust (6) 1.00% 58 30.36 1,761 IRC Inland Real Estate Corporation (6) 1.00% 165 10.64 1,756 MFA MFA Financial, Inc. (6) 1.00% 215 8.18 1,759 NNN National Retail Properties Inc. (6) 1.00% 47 37.42 1,759 NRZ New Residential Investment Corp. (6) 1.00% 279 6.30 1,758 ORI Old Republic International Corporation 2.00% 215 16.34 3,513 OHI OMEGA Healthcare Investors, Inc. (6) 0.99% 47 37.17 1,747 PMT PennyMac Mortgage Investment Trust (6) 1.01% 79 22.35 1,766 PDM Piedmont Office Realty Trust Inc. (6) 1.00% 93 18.91 1,759 RYN Rayonier Inc. (6) 1.00% 50 35.06 1,753 SIR Select Income REIT (6) 1.01% 59 30.01 1,771 TWO Two Harbors Investment Corp. (6) 1.00% 170 10.36 1,761
Page 40 Schedule of Investments (cont'd.) Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Health Care (4.00%): GSK GlaxoSmithKline Plc (ADR) + 2.00% 66 $ 53.36 $ 3,522 PDLI PDL BioPharma, Inc. 2.00% 374 9.41 3,519 Industrials (6.00%): CMRE Costamare Inc. + 2.00% 154 22.87 3,522 SSW Seaspan Corp. + 2.00% 153 22.97 3,514 TGH Textainer Group Holdings Limited + 2.00% 91 38.60 3,513 Information Technology (2.00%): HIMX Himax Technologies, Inc. (ADR) + 2.00% 553 6.36 3,517 Materials (2.00%): BAK Braskem S.A. (ADR) + 2.00% 268 13.11 3,513 Telecommunication Services (16.01%): T AT&T Inc. 2.00% 99 35.56 3,520 CHL China Mobile Limited (ADR) + 2.01% 72 49.11 3,536 FTR Frontier Communications Corp. 2.00% 609 5.77 3,514 MBT Mobile TeleSystems (ADR) + 2.00% 183 19.24 3,521 ORAN Orange (ADR) + 2.00% 230 15.31 3,521 TEF Telefonica, S.A. (ADR) + 2.00% 209 16.79 3,509 VZ Verizon Communications Inc. 2.00% 72 48.76 3,511 WIN Windstream Holdings 2.00% 351 10.02 3,517 Utilities (16.02%): CIG Companhia Energetica de Minas Gerais-CEMIG (ADR) + 2.00% 454 7.74 3,514 ELP Companhia Paranaense de Energia-Copel (ADR) + 2.00% 235 14.95 3,513 EDE The Empire District Electric Company 2.00% 140 25.08 3,511 ETR Entergy Corporation 2.01% 45 78.47 3,531 HNP Huaneng Power International, Inc. (ADR) + 2.01% 78 45.24 3,529 NGG National Grid Plc (ADR) + 2.00% 47 74.91 3,521 SCG SCANA Corporation 2.00% 66 53.12 3,506 TE TECO Energy, Inc. 2.00% 196 17.93 3,514 _______ ________ Total Investments 100.00% $175,779 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 41 Schedule of Investments Target Growth Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (3.32%): DLPH Delphi Automotive Plc + 3.32% 79 $ 69.39 $ 5,482 Consumer Staples (16.64%): BF/B Brown-Forman Corporation 3.31% 58 94.22 5,465 STZ Constellation Brands, Inc. (Class A) * 3.34% 61 90.27 5,506 K Kellogg Company 3.32% 83 66.06 5,483 GMCR Keurig Green Mountain, Inc. 3.34% 45 122.30 5,503 PPC Pilgrim's Pride Corporation * 3.33% 186 29.50 5,487 Energy (16.64%): XEC Cimarex Energy Co. 3.33% 39 140.79 5,491 EOG EOG Resources, Inc. 3.30% 47 115.98 5,451 HAL Halliburton Company 3.34% 79 69.66 5,503 SLB Schlumberger Limited + 3.33% 47 116.75 5,487 SWN Southwestern Energy Company * 3.34% 125 44.03 5,504 Health Care (10.00%): BCR C.R. Bard, Inc. 3.36% 38 145.91 5,545 GILD Gilead Sciences, Inc. * 3.33% 63 87.12 5,489 ILMN Illumina, Inc. * 3.31% 32 170.94 5,470 Industrials (20.01%): ALK Alaska Air Group, Inc. 3.34% 57 96.79 5,517 DAL Delta Air Lines, Inc. 3.33% 151 36.44 5,502 ST Sensata Technologies Holding N.V. +* 3.33% 114 48.21 5,496 TRN Trinity Industries, Inc. 3.33% 125 43.96 5,495 URI United Rentals, Inc. * 3.35% 52 106.28 5,527 WBC WABCO Holdings Inc. * 3.33% 51 107.70 5,493 Information Technology (13.36%): MU Micron Technology, Inc. * 3.33% 166 33.13 5,500 NXPI NXP Semiconductors N.V. +* 3.34% 84 65.67 5,516 SNDK SanDisk Corporation 3.35% 53 104.25 5,525 SWKS Skyworks Solutions, Inc. 3.34% 117 47.17 5,519 Materials (20.03%): CE Celanese Corporation 3.35% 84 65.74 5,522 DOW The Dow Chemical Company 3.34% 108 50.99 5,507 EMN Eastman Chemical Company 3.34% 63 87.50 5,512 IFF International Flavors & Fragrances Inc. 3.36% 53 104.50 5,539 LYB LyondellBasell Industries N.V. + 3.32% 56 97.68 5,470 WLK Westlake Chemical Corporation 3.32% 65 84.22 5,474 _______ ________ Total Investments 100.00% $164,980 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 42 Schedule of Investments Target Triad Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ___________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (5.77%): DLPH Delphi Automotive Plc + 1.99% 79 $ 69.39 $ 5,482 HMC Honda Motor Co., Ltd. (ADR) + 0.39% 31 34.99 1,085 KSS Kohl's Corporation 0.75% 39 53.02 2,068 RCII Rent-A-Center, Inc. 0.75% 70 29.34 2,054 SPLS Staples, Inc. 0.75% 186 11.10 2,064 SUP Superior Industries International, Inc. 0.75% 100 20.51 2,051 TM Toyota Motor Corporation (ADR) + 0.39% 9 120.30 1,083 Consumer Staples (12.98%): BF/B Brown-Forman Corporation 1.99% 58 94.22 5,465 CAG ConAgra Foods, Inc. 0.75% 67 30.64 2,053 STZ Constellation Brands, Inc. (Class A) * 2.00% 61 90.27 5,506 K Kellogg Company 1.99% 83 66.06 5,483 GMCR Keurig Green Mountain, Inc. 2.00% 45 122.30 5,504 PPC Pilgrim's Pride Corporation * 2.00% 186 29.50 5,487 SPTN SpartanNash Co. 0.75% 99 20.77 2,056 UVV Universal Corporation 0.75% 37 55.58 2,056 WMK Weis Markets, Inc. 0.75% 46 44.81 2,061 Energy (16.99%): BP BP Plc (ADR) + 0.40% 21 52.38 1,100 CVX Chevron Corporation 0.76% 16 129.90 2,078 SNP China Petroleum and Chemical Corporation (Sinopec) (ADR) + 0.41% 12 94.83 1,138 XEC Cimarex Energy Co. 2.00% 39 140.79 5,491 CEO CNOOC Limited (ADR) + 0.38% 6 175.65 1,054 DK Delek US Holdings, Inc. 0.75% 72 28.83 2,076 E Eni SpA (ADR) + 0.41% 21 53.59 1,125 ESV Ensco Plc + 0.74% 38 53.78 2,044 EOG EOG Resources, Inc. 1.98% 47 115.98 5,451 HAL Halliburton Company 2.00% 79 69.66 5,503 HFC HollyFrontier Corporation 0.75% 48 43.15 2,071 PTR PetroChina Company Limited (ADR) + 0.41% 9 125.03 1,125 PBR Petroleo Brasileiro S.A. - Petrobras (ADR) + 0.40% 76 14.47 1,100 RDS/A Royal Dutch Shell Plc (ADR) + 0.39% 13 82.02 1,066 SLB Schlumberger Limited + 2.00% 47 116.75 5,487 SDRL Seadrill Limited + 0.40% 29 37.53 1,088 SWN Southwestern Energy Company * 2.00% 125 44.03 5,504 STO StatoilHydro ASA (ADR) + 0.40% 36 30.34 1,092 TOT Total S.A. (ADR) + 0.41% 16 70.37 1,126
Page 43 Schedule of Investments (cont'd.) Target Triad Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ___________ ______ _________ _____________ Financials (4.99%): BLX Banco Latinoamericano de Comercio Exterior, S.A. + 0.75% 69 $ 29.92 $ 2,064 FAF First American Financial Corporation 0.75% 74 27.99 2,071 HMN Horace Mann Educators Corporation 0.74% 68 30.12 2,048 MTU Mitsubishi UFJ Financial Group, Inc. (MUFG) (ADR) + 0.40% 180 6.10 1,098 MFG Mizuho Financial Group, Inc. (ADR) + 0.40% 275 3.99 1,097 NMR Nomura Holdings, Inc. (ADR) + 0.40% 158 6.95 1,098 SHG Shinhan Financial Group Co., Ltd. (ADR) + 0.40% 24 45.52 1,092 SMFG Sumitomo Mitsui Financial Group, Inc. (ADR) + 0.40% 130 8.43 1,096 SUSQ Susquehanna Bancshares, Inc. 0.75% 200 10.33 2,066 Health Care (9.02%): BCR C.R. Bard, Inc. 2.02% 38 145.91 5,545 GILD Gilead Sciences, Inc. * 2.00% 63 87.12 5,489 ILMN Illumina, Inc. * 1.99% 32 170.94 5,470 OMI Owens & Minor, Inc. 0.75% 59 34.92 2,060 PFE Pfizer Inc. 0.75% 68 30.15 2,050 DGX Quest Diagnostics Incorporated 0.75% 35 59.28 2,075 WLP WellPoint, Inc. 0.76% 19 109.46 2,080 Industrials (15.01%): AYR Aircastle Ltd. + 0.75% 117 17.59 2,058 ALK Alaska Air Group, Inc. 2.01% 57 96.79 5,517 DAL Delta Air Lines, Inc. 2.00% 151 36.44 5,502 QUAD Quad Graphics, Inc. 0.75% 94 22.00 2,068 SSW Seaspan Corp. + 0.75% 90 22.97 2,067 ST Sensata Technologies Holding N.V. +* 2.00% 114 48.21 5,496 TGH Textainer Group Holdings Limited + 0.74% 53 38.60 2,046 TRN Trinity Industries, Inc. 2.00% 125 43.96 5,495 URI United Rentals, Inc. * 2.01% 52 106.28 5,527 WBC WABCO Holdings Inc. * 2.00% 51 107.70 5,493 Information Technology (11.43%): CA CA, Inc. 0.75% 72 28.54 2,055 CAJ Canon Inc. (ADR) + 0.40% 34 32.49 1,105 CSCO Cisco Systems, Inc. 0.75% 82 25.07 2,056 CMTL Comtech Telecommunications Corp. 0.75% 58 35.71 2,071 MU Micron Technology, Inc. * 2.00% 166 33.13 5,500 NXPI NXP Semiconductors N.V. +* 2.01% 84 65.67 5,516 SNDK SanDisk Corporation 2.01% 53 104.25 5,525 SWKS Skyworks Solutions, Inc. 2.01% 117 47.17 5,519 XRX Xerox Corporation 0.75% 169 12.20 2,062
Page 44 Schedule of Investments (cont'd.) Target Triad Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ___________ ______ _________ _____________ Materials (15.82%): AGU Agrium Inc. + 0.75% 23 $ 89.92 $ 2,068 MT ArcelorMittal (ADR) + 0.40% 74 14.94 1,106 CE Celanese Corporation 2.01% 84 65.74 5,522 CLF Cliffs Natural Resources Inc. 0.75% 133 15.47 2,058 UFS Domtar Corporation + 0.75% 50 41.48 2,074 DOW The Dow Chemical Company 2.00% 108 50.99 5,507 EMN Eastman Chemical Company 2.01% 63 87.50 5,513 IFF International Flavors & Fragrances Inc. 2.01% 53 104.50 5,539 LYB LyondellBasell Industries N.V. + 1.99% 56 97.68 5,470 PKX POSCO (ADR) + 0.41% 15 74.51 1,118 TCK Teck Resources Limited (Class B) + 0.75% 85 24.32 2,067 WLK Westlake Chemical Corporation 1.99% 65 84.22 5,474 Telecommunication Services (5.00%): T AT&T Inc. 0.75% 58 35.56 2,062 BCE BCE Inc. + 0.75% 46 44.88 2,065 CHL China Mobile Limited (ADR) + 0.39% 22 49.11 1,080 CHU China Unicom (Hong Kong) Limited (ADR) + 0.40% 70 15.71 1,100 NTT Nippon Telegraph and Telephone Corporation (ADR) + 0.41% 35 31.83 1,114 DCM NTT DoCoMo, Inc. (ADR) + 0.40% 64 17.27 1,105 ORAN Orange (ADR) + 0.40% 72 15.31 1,102 RCI Rogers Communications, Inc. (Class B) + 0.75% 52 39.52 2,055 TDS Telephone & Data Systems, Inc. 0.75% 81 25.41 2,058 Utilities (2.99%): ED Consolidated Edison, Inc. 0.74% 36 56.60 2,038 GXP Great Plains Energy Incorporated 0.75% 78 26.40 2,059 LG The Laclede Group, Inc. 0.75% 43 47.79 2,055 PNW Pinnacle West Capital Corporation 0.75% 36 56.98 2,051 _______ ________ Total Investments 100.00% $274,914 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 45 Schedule of Investments Target VIP Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (13.28%): AZO AutoZone, Inc. * 0.26% 2 $ 535.11 $ 1,070 CKEC Carmike Cinemas, Inc. * 0.34% 42 33.94 1,425 CORE Core-Mark Holding Company, Inc. 0.45% 41 45.28 1,856 CMLS Cumulus Media Inc. * 0.59% 403 6.13 2,470 DDS Dillard's, Inc. (Class A) 0.20% 7 119.80 839 GRMN Garmin Ltd. + 0.18% 12 60.63 728 GT The Goodyear Tire & Rubber Company 0.30% 46 26.93 1,239 GTN Gray Television, Inc. * 0.30% 97 12.75 1,237 HD The Home Depot, Inc. 4.91% 253 80.76 20,433 MGA Magna International Inc. (Class A) + 1.05% 40 108.99 4,360 MAR Marriott International, Inc. 0.58% 37 64.92 2,402 TRW TRW Automotive Holdings Corp. * 0.46% 21 91.30 1,917 UEIC Universal Electronics, Inc. * 0.33% 28 48.55 1,359 DIS The Walt Disney Company 3.33% 161 85.86 13,823 Consumer Staples (5.53%): CCE Coca-Cola Enterprises, Inc. 0.10% 9 47.60 428 CL Colgate-Palmolive Company 0.55% 33 69.50 2,294 IMT LN Imperial Tobacco Group Plc # 0.83% 76 45.59 3,465 GMCR Keurig Green Mountain, Inc. 0.32% 11 122.30 1,345 KR The Kroger Co. 1.07% 91 48.97 4,456 PM Philip Morris International Inc. 1.18% 57 86.29 4,919 SAFM Sanderson Farms, Inc. 0.17% 7 99.11 694 TSCO LN Tesco Plc # 0.83% 714 4.85 3,462 TSN Tyson Foods, Inc. (Class A) 0.48% 51 39.24 2,001 Energy (8.90%): BP/ LN BP Plc # 0.83% 396 8.75 3,465 DVN Devon Energy Corporation 1.43% 76 78.14 5,939 ECA EnCana Corp. + 0.73% 135 22.55 3,044 ENI IM Eni SpA # 0.83% 130 26.66 3,466 HAL Halliburton Company 1.07% 64 69.66 4,458 HP Helmerich & Payne, Inc. 0.22% 8 115.50 924 HES Hess Corporation 0.57% 24 98.96 2,375 PQ PetroQuest Energy, Inc. * 0.20% 116 7.11 825 SYRG Synergy Resources Corporation * 0.40% 135 12.43 1,678 FP FP Total S.A. # 0.83% 49 69.99 3,429 TPLM Triangle Petroleum Corporation * 0.41% 155 11.05 1,713 UPL Ultra Petroleum Corp. +* 0.19% 28 27.56 772 VLO Valero Energy Corporation 1.19% 101 49.17 4,966 Financials (11.05%): CS FP AXA S.A. # 0.83% 145 23.87 3,461 BOFI BofI Holding, Inc. * 0.46% 26 72.77 1,892 HSBA LN HSBC Holdings Plc # 0.83% 340 10.19 3,463 MCO Moody's Corporation 0.90% 42 89.06 3,741 PNFP Pinnacle Financial Partners, Inc. 0.59% 64 38.58 2,469 PJC Piper Jaffray Companies, Inc. * 0.36% 29 51.12 1,482 STAN LN Standard Chartered Plc # 0.83% 169 20.48 3,461
Page 46 Schedule of Investments (cont'd.) Target VIP Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Financials (cont'd.): SWEDA SS Swedbank AB # 0.83% 136 $ 25.47 $ 3,464 TMK Torchmark Corporation 0.34% 26 54.98 1,429 TRV The Travelers Companies, Inc. 4.89% 216 94.14 20,335 UVE Universal Insurance Holdings, Inc. 0.19% 64 12.36 791 Health Care (8.39%): ABBV AbbVie Inc. 0.90% 67 55.69 3,731 AMRI Albany Molecular Research, Inc. * 0.30% 58 21.26 1,233 BCR C.R. Bard, Inc. 0.11% 3 145.91 438 CBM Cambrex Corporation * 0.28% 55 21.09 1,160 CNMD CONMED Corporation 0.51% 49 43.40 2,127 EBS Emergent BioSolutions, Inc. * 0.37% 66 23.13 1,527 GILD Gilead Sciences, Inc. * 3.37% 161 87.12 14,026 GSK LN GlaxoSmithKline Plc # 0.83% 130 26.57 3,454 GB Greatbatch, Inc. * 0.53% 45 48.50 2,183 LGND Ligand Pharmaceuticals Inc. (Class B) * 0.56% 38 61.50 2,337 OMCL Omnicell, Inc. * 0.46% 67 28.32 1,897 PDLI PDL BioPharma, Inc. 0.17% 74 9.41 696 Industrials (12.05%): MMM 3M Company 4.45% 128 144.56 18,504 AAON AAON, Inc. 0.52% 66 32.72 2,160 ALK Alaska Air Group, Inc. 0.28% 12 96.79 1,162 ATRO Astronics Corporation * 0.34% 26 55.05 1,431 CAR Avis Budget Group, Inc. * 0.28% 20 59.10 1,182 CIR Circor International, Inc. 0.57% 31 76.87 2,383 WIRE Encore Wire Corporation 0.44% 37 49.45 1,830 FSS Federal Signal Corporation 0.39% 112 14.43 1,616 GMT GATX Corporation 0.18% 11 66.27 729 HEES H&E Equipment Services, Inc. * 0.56% 63 36.63 2,308 HA Hawaiian Holdings, Inc. * 0.17% 52 13.41 697 ITW Illinois Tool Works Inc. 0.44% 21 86.83 1,823 NOC Northrop Grumman Corporation 0.32% 11 119.35 1,313 R Ryder System, Inc. 0.21% 10 88.38 884 LUV Southwest Airlines Co. 0.84% 130 26.70 3,471 TASR Taser International, Inc. * 0.29% 102 12.00 1,224 TNC Tennant Company 0.58% 33 73.17 2,415 TRN Trinity Industries, Inc. 0.31% 29 43.96 1,275 URI United Rentals, Inc. * 0.46% 18 106.28 1,913 WNC Wabash National Corporation * 0.42% 125 13.89 1,736 Information Technology (26.55%): AMKR Amkor Technology, Inc. * 0.17% 64 10.90 698 AAPL Apple Inc. 6.70% 292 95.32 27,834 AVGO Avago Technologies Limited + 0.28% 16 73.39 1,174 CRAY Cray Inc. * 0.50% 76 27.07 2,057 EBIX Ebix Inc. 0.23% 70 13.43 940 GCA Global Cash Access Holdings, Inc. * 0.25% 118 8.74 1,031 INTC Intel Corporation 2.39% 322 30.79 9,914 INTU Intuit Inc. 0.10% 5 81.15 406
Page 47 Schedule of Investments (cont'd.) Target VIP Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage Number Market Cost of Ticker Symbol and of Aggregate of Value Securities to Name of Issuer of Securities (1)(4) Offering Price Shares per Share the Trust (2) ___________________________________ ______________ ______ _________ _____________ Information Technology (cont'd.): LSCC Lattice Semiconductor Corporation * 0.41% 215 $ 7.98 $ 1,716 MU Micron Technology, Inc. * 2.10% 264 33.13 8,746 MSFT Microsoft Corporation 4.16% 414 41.78 17,297 NVDA NVIDIA Corporation 0.17% 38 18.55 705 NXPI NXP Semiconductors N.V. +* 0.25% 16 65.67 1,051 PRFT Perficient, Inc. * 0.30% 63 19.67 1,239 PLXS Plexus Corp. * 0.63% 60 43.50 2,610 QCOM QUALCOMM Incorporated 0.60% 31 80.65 2,500 QLYS Qualys, Inc. * 0.35% 60 24.50 1,470 ROG Rogers Corporation * 0.52% 32 67.01 2,144 SNDK SanDisk Corporation 0.38% 15 104.25 1,564 STX Seagate Technology Plc + 0.30% 21 58.69 1,233 TSM Taiwan Semiconductor Manufacturing Company Ltd. (ADR) + 4.16% 767 22.57 17,311 TXN Texas Instruments Incorporated 0.82% 70 48.85 3,420 VRTU Virtusa Corporation * 0.44% 52 35.06 1,823 WDC Western Digital Corporation 0.34% 15 94.36 1,415 Materials (2.43%): SHLM A. Schulman, Inc. 0.52% 52 41.81 2,174 CE Celanese Corporation 0.46% 29 65.74 1,906 CF CF Industries Holdings, Inc. 0.12% 2 245.00 490 HW Headwaters Incorporated * 0.43% 131 13.56 1,776 IFF International Flavors & Fragrances Inc. 0.08% 3 104.50 314 LYB LyondellBasell Industries N.V. + 0.45% 19 97.68 1,856 NP Neenah Paper, Inc. 0.37% 29 52.98 1,536 Telecommunication Services (7.67%): T AT&T Inc. 3.34% 390 35.56 13,868 ORA FP Orange # 0.84% 228 15.22 3,471 SHEN Shenandoah Telecommunications Company 0.17% 24 29.77 715 TEF SM Telefonica S.A. # 0.83% 206 16.80 3,461 TEL NO Telenor ASA # 0.83% 151 22.91 3,459 TLSN SS TeliaSonera AB # 0.83% 469 7.38 3,460 VOD LN Vodafone Group Plc # 0.83% 1,058 3.27 3,463 Utilities (4.15%): CNA LN Centrica Plc # 0.83% 649 5.33 3,462 EDF FP Electricite de France S.A. # 0.83% 111 31.12 3,455 GSZ FP GDF SUEZ # 0.83% 129 26.89 3,469 NG/ LN National Grid Plc # 0.83% 238 14.56 3,466 SSE LN SSE Plc # 0.83% 128 27.10 3,469 _______ ________ Total Investments 100.00% $415,697 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50.
Page 48 Schedule of Investments Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series FT 4900 At the Opening of Business on the Initial Date of Deposit-July 9, 2014
Percentage of Aggregate Number Market Cost of Ticker Symbol and Offering of Value per Securities to Name of Issuer of Securities (1)(4) Price Shares Share the Trust (2) ___________________________________ ____________ ______ _________ _____________ COMMON STOCKS (100.00%): Consumer Discretionary (12.10%): DDS Dillard's, Inc. (Class A) 1.23% 15 $ 119.80 $ 1,797 GT The Goodyear Tire & Rubber Company 1.81% 98 26.93 2,639 MGA Magna International Inc. (Class A) + 6.36% 85 108.99 9,264 TRW TRW Automotive Holdings Corp. * 2.70% 43 91.30 3,926 Consumer Staples (10.28%): KR The Kroger Co. 6.38% 190 48.97 9,304 SAFM Sanderson Farms, Inc. 1.02% 15 99.11 1,487 TSN Tyson Foods, Inc. (Class A) 2.88% 107 39.24 4,199 Energy (21.18%): DVN Devon Energy Corporation 8.52% 159 78.14 12,424 ECA EnCana Corp. + 4.39% 284 22.55 6,404 UPL Ultra Petroleum Corp. +* 1.12% 59 27.56 1,626 VLO Valero Energy Corporation 7.15% 212 49.17 10,424 Health Care (1.00%): PDLI PDL BioPharma, Inc. 1.00% 155 9.41 1,458 Industrials (16.31%): ALK Alaska Air Group, Inc. 1.73% 26 96.79 2,516 CAR Avis Budget Group, Inc. * 1.70% 42 59.10 2,482 GMT GATX Corporation 1.00% 22 66.27 1,458 HA Hawaiian Holdings, Inc. * 1.00% 109 13.41 1,462 R Ryder System, Inc. 1.27% 21 88.38 1,856 LUV Southwest Airlines Co. 5.00% 273 26.70 7,289 TRN Trinity Industries, Inc. 1.84% 61 43.96 2,682 URI United Rentals, Inc. * 2.77% 38 106.28 4,039 Information Technology (35.38%): AMKR Amkor Technology, Inc. * 1.00% 134 10.90 1,461 MU Micron Technology, Inc. * 9.39% 413 33.13 13,683 TSM Taiwan Semiconductor Manufacturing Company Ltd. (ADR) + 24.99% 1,614 22.57 36,428 Materials (2.75%): CE Celanese Corporation 2.75% 61 65.74 4,010 Telecommunication Services (1.00%): SHEN Shenandoah Telecommunications Company 1.00% 49 29.77 1,459 _______ ________ Total Investments 100.00% $145,777 ======= ======== ------------ See "Notes to Schedules of Investments" on page 50. Page 49 NOTES TO SCHEDULES OF INVESTMENTS (1) All Securities are represented by regular way contracts to purchase such Securities which are backed by an irrevocable letter of credit deposited with the Trustee. The Sponsor entered into purchase contracts for the Securities on July 9, 2014. Such purchase contracts are expected to settle within three business days. (2) The cost of the Securities to a Trust represents the aggregate underlying value with respect to the Securities acquired-generally determined by the closing sale prices of the Securities on the applicable exchange (where applicable, converted into U.S. dollars at the exchange rate at the Evaluation Time) at the Evaluation Time on the business day prior to the Initial Date of Deposit. The Evaluator, at its discretion, may make adjustments to the prices of Securities held by a Trust if an event occurs after the close of the market on which a Security normally trades but before the Evaluation Time, depending on the nature and significance of the event, consistent with applicable regulatory guidance relating to fair value pricing. The valuation of the Securities has been determined by the Evaluator, an affiliate of the Sponsor. In accordance with Accounting Standards Codification 820, "Fair Value Measurement," each Trust's investments are classified as Level 1, which refers to securities traded in an active market. The cost of the Securities to the Sponsor and the Sponsor's loss (which is the difference between the cost of the Securities to the Sponsor and the cost of the Securities to a Trust) are set forth below: Cost of Securities Profit to Sponsor (Loss) __________________ ________ The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series $ 153,113 $ (558) The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series 157,644 (688) Global Target 15 Portfolio, 3rd Quarter 2014 Series 152,043 (534) S&P Target 24 Portfolio, 3rd Quarter 2014 Series 142,879 (338) S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series 155,091 (587) Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series 176,644 (625) Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series 246,898 (1,066) Target Double Play Portfolio, 3rd Quarter 2014 Series 154,763 (459) Target Focus Four Portfolio, 3rd Quarter 2014 Series 263,563 (796) Target Focus Five Portfolio, 3rd Quarter 2014 Series 329,156 (763) Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series 176,198 (419) Target Growth Portfolio, 3rd Quarter 2014 Series 165,652 (672) Target Triad Portfolio, 3rd Quarter 2014 Series 275,908 (994) Target VIP Portfolio, 3rd Quarter 2014 Series 416,936 (1,239) Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series 146,002 (225) (3) Current Dividend Yield for each Security was calculated by dividing the most recent annualized ordinary dividend declared or paid on a Security (such figure adjusted to reflect any change in dividend policy announced subsequent to the most recently declared dividend) by that Security's closing sale price at the Evaluation Time on the business day prior to the Initial Date of Deposit, without consideration of foreign withholding or changes in currency exchange rates, if applicable. (4) Common stocks of companies headquartered or incorporated outside the United States comprise the percentage of the investments of the Trusts as indicated: The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series, 5.00% Global Target 15 Portfolio, 3rd Quarter 2014 Series, 66.69% S&P Target 24 Portfolio, 3rd Quarter 2014 Series, 2.67% S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series, 6.67% Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series, 25.01% Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series, 49.18% Target Double Play Portfolio, 3rd Quarter 2014 Series, 20.94% Target Focus Four Portfolio, 3rd Quarter 2014 Series, 24.56% Target Focus Five Portfolio, 3rd Quarter 2014 Series, 39.63% Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series, 40.02% Target Growth Portfolio, 3rd Quarter 2014 Series, 16.64% Target Triad Portfolio, 3rd Quarter 2014 Series, 27.47% Target VIP Portfolio, 3rd Quarter 2014 Series, 24.20% Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series, 36.86% Page 50 (5) Securities of companies in the following sectors comprise the percentage of the investments of the Global Target 15 Portfolio, 3rd Quarter 2014 Series as indicated: Consumer Discretionary, 13.34%; Consumer Staples, 6.67%; Financials, 40.01%; Health Care, 6.66%; Industrials, 6.66%; Information Technology, 13.33%; Telecommunication Services, 13.33% (6) This Security represents the common stock of a Real Estate Investment Trust headquartered or incorporated in the United States ("REIT"). REITs comprise the percentage of the investments of the Trusts as indicated: S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series, 2.22% Target Focus Four Portfolio, 3rd Quarter 2014 Series, 0.66% Target Focus Five Portfolio, 3rd Quarter 2014 Series, 0.54% Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series, 20.00% + This Security represents the common stock of a foreign company which trades directly or through an American Depositary Receipt ("ADR") on the over-the-counter market or a U.S. national securities exchange. # This Security represents the common stock of a foreign company which trades directly on a foreign securities exchange. Amounts may not compute due to rounding. * This Security represents a non-income producing security.
Page 51 The FT Series The FT Series Defined. We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds of similar yet separate series of a unit investment trust which we have named the FT Series. The series to which this prospectus relates, FT 4900, consists of 15 separate portfolios set forth below: - Dow(R) Target 5 3Q '14 - Term 10/9/15 (The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series) - Dow(R) Target Dvd. 3Q '14 - Term 10/9/15 (The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series) - Global Target 15 3Q '14 - Term 10/9/15 (Global Target 15 Portfolio, 3rd Quarter 2014 Series) - S&P Target 24 3Q '14 - Term 10/9/15 (S&P Target 24 Portfolio, 3rd Quarter 2014 Series) - S&P Target SMid 60 3Q '14 - Term 10/9/15 (S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series) - Target Divsd. Dvd. 3Q '14 - Term 10/9/15 (Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series) - Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15 (Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series) - Target Dbl. Play 3Q '14 - Term 10/9/15 (Target Double Play Portfolio, 3rd Quarter 2014 Series) - Target Focus 4 3Q '14 - Term 10/9/15 (Target Focus Four Portfolio, 3rd Quarter 2014 Series) - Target Focus 5 3Q '14 - Term 10/9/15 (Target Focus Five Portfolio, 3rd Quarter 2014 Series) - Target Global Dvd. Leaders 3Q '14 - Term 10/9/15 (Target Global Dividend Leaders Portfolio, 3rd Quarter 2014 Series) - Target Growth 3Q '14 - Term 10/9/15 (Target Growth Portfolio, 3rd Quarter 2014 Series) - Target Triad 3Q '14 - Term 10/9/15 (Target Triad Portfolio, 3rd Quarter 2014 Series) - Target VIP 3Q '14 - Term 10/9/15 (Target VIP Portfolio, 3rd Quarter 2014 Series) - Value Line(R) Target 25 3Q '14 - Term 10/9/15 (Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series) Each Trust was created under the laws of the State of New York by a Trust Agreement (the "Indenture") dated the Initial Date of Deposit. This agreement, entered into among First Trust Portfolios L.P., as Sponsor, The Bank of New York Mellon as Trustee, FTP Services LLC ("FTPS") as FTPS Unit Servicing Agent and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator, governs the operation of the Trusts. YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE SPONSOR AT 800-621-1675, DEPT. CODE 2. How We Created the Trusts. On the Initial Date of Deposit, we deposited portfolios of common stocks with the Trustee and, in turn, the Trustee delivered documents to us representing our ownership of the Trusts in the form of units ("Units"). After the Initial Date of Deposit, we may deposit additional Securities in a Trust, or cash (including a letter of credit or the equivalent) with instructions to buy more Securities, to create new Units for sale. If we create additional Units, we will attempt, to the extent practicable, to maintain the percentage relationship established among the Securities on the Initial Date of Deposit (as set forth in "Schedule of Investments" for each Trust), adjusted to reflect the sale, redemption or liquidation of any of the Securities or any stock split or a merger or other similar event affecting the issuer of the Securities. Since the prices of the Securities will fluctuate daily, the ratio of Securities in a Trust, on a market value basis, will also change daily. The portion of Securities represented by each Unit will not change as a result of the deposit of additional Securities or cash in a Trust. If we deposit cash, you and new investors may experience a dilution of your investment. This is because prices of Securities will fluctuate between the time of the cash deposit and the purchase of the Securities, and because the Trusts pay the associated brokerage fees. To reduce this dilution, the Trusts will try to buy the Securities as close to the Evaluation Time and as close to the evaluation price as possible. In addition, because the Trusts pay the brokerage fees associated with the creation of new Units and with the sale of Securities to meet redemption and exchange requests, frequent redemption and exchange activity will likely result in higher brokerage expenses. An affiliate of the Trustee may receive these brokerage fees or the Trustee may retain and pay us (or our affiliate) to act as agent for a Trust to buy Securities. If we or an affiliate of ours act as agent to a Trust, we will be subject to the restrictions under the Investment Company Act of 1940, as amended (the "1940 Act"). We cannot guarantee that a Trust will keep its present size and composition for any length of time. Securities may be periodically sold under certain circumstances to satisfy Trust obligations, to meet redemption requests and, as described in "Removing Securities from a Trust," to maintain the sound investment character of a Trust, and the proceeds received by a Trust will be used to meet Trust obligations or Page 52 distributed to Unit holders, but will not be reinvested. However, Securities will not be sold to take advantage of market fluctuations or changes in anticipated rates of appreciation or depreciation, or if they no longer meet the criteria by which they were selected. You will not be able to dispose of or vote any of the Securities in the Trusts. As the holder of the Securities, the Trustee will vote the Securities and will endeavor to vote the Securities such that the Securities are voted as closely as possible in the same manner and the same general proportion as are the Securities held by owners other than such Trust. Neither we nor the Trustee will be liable for a failure in any of the Securities. However, if a contract for the purchase of any of the Securities initially deposited in a Trust fails, unless we can purchase substitute Securities ("Replacement Securities") we will refund to you that portion of the purchase price and transactional sales charge resulting from the failed contract on the next Distribution Date. Any Replacement Security a Trust acquires will be identical to those from the failed contract. Portfolios Objective. When you invest in a Trust you are purchasing a quality portfolio of attractive common stocks in one convenient purchase. Each Trust seeks above-average total return. To achieve this objective, each Trust will invest in the common stocks of companies which are selected by applying a unique specialized strategy. While the Trusts seek above-average total return, each follows a different investment strategy. We cannot guarantee that a Trust will achieve its objective or that a Trust will make money once expenses are deducted. The Dow(R) Target 5 Portfolio The Dow (R) Target 5 Portfolio invests in stocks with high dividend yields. By selecting stocks with the highest dividend yields, The Dow (R) Target 5 Strategy seeks to uncover stocks that may be out of favor or undervalued. Investing in stocks with high dividend yields may be effective in achieving the investment objective of the Trust, because regular dividends are common for established companies, and dividends have historically accounted for a large portion of the total return on stocks. The Dow (R) Target 5 Strategy seeks to amplify this dividend yield strategy by selecting the five lowest priced stocks of the 10 highest dividend-yielding stocks in the Dow Jones Industrial Average ("DJIA(R)"). The Dow(R) Target 5 Strategy stocks are determined as follows: Step 1: We rank all 30 stocks contained in the DJIA(R) by their current indicated dividend yield as of the business day prior to the date of this prospectus. Step 2: We then select the 10 highest dividend-yielding stocks from this group. Step 3: From the 10 stocks selected in Step 2, we select an equally- weighted portfolio of the five stocks with the lowest per share stock price for The Dow (R) Target 5 Strategy. Based on the composition of the portfolio on the Initial Date of Deposit, The Dow(R) Target 5 Portfolio is considered to be a Large-Cap Value Trust. The Dow(R) Target Dividend Portfolio The Dow(R) Target Dividend Strategy selects a portfolio of the 20 stocks from the Dow Jones U.S. Select Dividend Index(sm) with the best overall ranking on both the change in return on assets over the last 12 months and price-to-book as a means to seek to achieve its investment objective. The Dow(R) Target Dividend Strategy stocks are determined as follows: Step 1: We rank all 100 stocks contained in the Dow Jones U.S. Select Dividend Index(sm) as of two business days prior to the date of this prospectus (best [1] to worst [100]) by the following equally-weighted factors: - Change in return on assets over the last 12 months. An increase in return on assets is generally used as an indication of improving business fundamentals and would receive a higher ranking than a stock with a negative change in return on assets. - Price-to-book. A lower, but positive, price-to-book ratio is generally used as an indication of value. Step 2: We then select an equally-weighted portfolio of the 20 stocks with the best overall combined ranking on the two factors for The Dow(R) Target Dividend Strategy. In the event of a tie, the stock with the better price-to-book ratio is selected. Companies which, as of the business day prior to the Initial Date of Deposit, Dow Jones has announced will be removed from the Dow Jones U.S. Select Dividend Index(sm), or that are likely to be removed, based on Dow Jones selection criteria, from the Dow Jones U.S. Select Dividend Index(sm) within thirty days from the selection date, have been removed from the universe of securities from which The Dow(R) Target Dividend Strategy stocks are selected. Page 53 Global Target 15 Portfolio The Global Target 15 Portfolio invests in stocks with high dividend yields. By selecting stocks with the highest dividend yields, the Global Target 15 Strategy seeks to uncover stocks that may be out of favor or undervalued. The Trust seeks to amplify this dividend yield strategy by selecting the five lowest priced stocks of the 10 highest dividend- yielding stocks in a particular index. The Global Target 15 Strategy stocks are determined as follows: Step 1: We rank all stocks contained in the DJIA(R), the Financial Times Industrial Ordinary Share Index ("FT Index") and the Hang Seng Index by dividend yield as of the business day prior to the date of this prospectus. Step 2: We select the 10 highest dividend-yielding stocks in each respective index. Step 3: We select an approximately equally-weighted portfolio of the five stocks with the lowest per share stock price of the 10 highest dividend-yielding stocks in each respective index as of their respective selection date for the Global Target 15 Strategy. Based on the composition of the portfolio on the Initial Date of Deposit, the Global Target 15 Portfolio is considered to be a Large-Cap Value Trust. S&P Target 24 Portfolio The S&P Target 24 Strategy selects a portfolio of 24 common stocks from the S&P 500 Index which are based on the following steps: Step 1: All of the economic sectors in the S&P 500 Index are ranked by market capitalization as of two business days prior to the date of this prospectus and the eight largest sectors are selected. Step 2: The stocks in each of those eight sectors are then ranked among their peers based on three distinct factors: - Trailing four quarters' return on assets, which is net income divided by average assets. Those stocks with high return on assets achieve better rankings; - Buyback yield, which measures the percentage decrease in common stock outstanding versus one year earlier. Those stocks with greater percentage decreases receive better rankings; and - Bullish interest indicator, which is measured over the trailing 12 months by subtracting the number of shares traded in months in which the stock price declined from the number of shares traded in months in which the stock price rose and dividing the resulting number by the total number of shares traded over the 12-month period. Those stocks with a high bullish interest indicator achieve better rankings. Step 3: The three stocks from each of the eight sectors with the highest combined ranking on these three factors are selected for S&P Target 24 Strategy. In the event of a tie within a sector, the stock with the higher market capitalization is selected. Each stock receives a weighting equivalent to its relative market value among the three stocks from the individual sector. The combined weight of the three stocks for a sector is equal to the sector's equivalent weighting among the eight sectors from which stocks are selected. Based on the composition of the portfolio on the Initial Date of Deposit, the S&P Target 24 Portfolio is considered to be a Large-Cap Growth Trust. S&P Target SMid 60 Portfolio This small and mid-capitalization strategy is designed to identify stocks with improving fundamental performance and sentiment. The strategy focuses on small and mid-size companies because we believe they are more likely to be in an earlier stage of their economic life cycle than mature large-cap companies. In addition, in our opinion the ability to take advantage of share price discrepancies is likely to be greater with smaller stocks than with more widely followed large-cap stocks. The S&P Target SMid 60 Strategy stocks are determined as follows: Step 1: We begin with the stocks that comprise the Standard & Poor's MidCap 400 Index ("S&P MidCap 400") and the Standard & Poor's SmallCap 600 Index ("S&P SmallCap 600") as of two business days prior to the date of this prospectus. Step 2: We rank the stocks in each index by price-to-book value and select the best quartile from each index-100 stocks from the S&P MidCap 400 and 150 stocks from the S&P SmallCap 600 with the lowest, but positive, price-to-book ratio. Step 3: We rank each stock on three equally-weighted factors: - Price to cash flow; - 12-month change in return on assets; and - 3-month price appreciation. Page 54 Step 4: We eliminate any registered investment companies, limited partnerships, business development companies and any stock with a market capitalization of less than $250 million and with average daily trading volume of less than $250,000. Step 5: The 30 stocks from each index with the highest combined ranking on the three factors set forth in Step 3 are selected for the portfolio. In the event of a tie, the stock with the better price to cash flow ratio is selected. Step 6: The stocks selected from the S&P MidCap 400 are given approximately twice the weight of the stocks selected from the S&P SmallCap 600, taking into consideration that only whole shares will be purchased. Based on the composition of the portfolio on the Initial Date of Deposit, the S&P Target SMid 60 Portfolio is considered to be a Small-Cap Value Trust. Target Diversified Dividend Portfolio The Target Diversified Dividend Strategy seeks above-average total return through a combination of capital appreciation and dividend income by adhering to a simple investment strategy; however, there is no assurance the objective will be met. The Target Diversified Dividend Strategy stocks are determined as follows: Step 1: We begin with all stocks traded on a U.S. exchange as of two business days prior to the date of this prospectus and screen for the following: - Minimum market capitalization of $250 million; - Minimum three-month average daily trading volume of $1.5 million; and - Minimum stock price of $5. Step 2: We eliminate real estate investment trusts ("REITs"), ADRs, registered investment companies and limited partnerships. Step 3: We select only those stocks with positive three-year dividend growth. Step 4: We rank each remaining stock on three factors: - Indicated dividend yield - 50%; - Price-to-book - 25%; and - Payout ratio - 25%. Step 5: We purchase an approximately equally-weighted portfolio consisting of four stocks from each of the ten major S&P Global Industry Classification Standard ("GICS(R)") market sectors with the highest combined ranking on the three factors. In the event of a tie, the stock with the better price-to-book ratio is selected. Target Dividend Multi-Strategy Portfolio The composition of the Target Dividend Multi-Strategy Portfolio on the Initial Date of Deposit is as follows: - Approximately 25% of the portfolio is composed of common stocks which comprise The Dow (R) Target Dividend Strategy; - Approximately 25% of the portfolio is composed of common stocks which comprise the European Target 20 Strategy; - Approximately 25% of the portfolio is composed of common stocks which comprise the Global Target 15 Strategy; and - Approximately 25% of the portfolio is composed of common stocks which comprise the Target Diversified Dividend Strategy. The Securities which comprise The Dow(R) Target Dividend Strategy, the Global Target 15 Strategy and the Target Diversified Dividend Strategy portions of the Trust were chosen by applying the same selection criteria set forth above under the captions "The Dow(R) Target Dividend Portfolio," "Global Target 15 Portfolio" and "Target Diversified Dividend Portfolio," respectively. The Securities which comprise the European Target 20 Strategy were selected as follows: European Target 20 Strategy. The European Target 20 Strategy invests in stocks with high dividend yields. By selecting stocks with the highest dividend yields, the European Target 20 Strategy seeks to uncover stocks that may be out of favor or undervalued. The European Target 20 Strategy stocks are determined as follows: Step 1: We rank the 120 largest companies based on market capitalization which are domiciled in Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom by their current indicated dividend yield as of two business days prior to the date of this prospectus. Step 2: We select an approximately equally-weighted portfolio of the 20 highest dividend-yielding stocks for the European Target 20 Strategy. During the initial offering period, the Target VIP Portfolio will not invest more than 5% of its portfolio in shares of any one securities- related issuer contained in the European Target 20 Strategy. Page 55 Target Double Play Portfolio The Target Double Play Portfolio invests in the common stocks of companies which are selected by applying two separate uniquely specialized strategies. While each of the strategies included in the Target Double Play Portfolio also seeks to provide an above-average total return, each follows a different investment strategy. The Target Double Play Portfolio seeks to outperform the S&P 500 Index. Finding the right mix of investments is a key factor to successful investing. Because different investments often react differently to economic and market changes, diversifying among low-correlated investments has the potential to enhance your returns and help reduce your overall investment risk. The Target Double Play Portfolio has been developed to seek to address this purpose. The composition of the Target Double Play Portfolio on the Initial Date of Deposit is as follows: - Approximately 1/2 of the portfolio is composed of common stocks which comprise The Dow(R) Target Dividend Strategy; and - Approximately 1/2 of the portfolio is composed of common stocks which comprise the Value Line(R) Target 25 Strategy. The Securities which comprise The Dow(R) Target Dividend Strategy portion of the Trust were chosen by applying the same selection criteria set forth above under the captions "The Dow(R) Target Dividend Portfolio." The Securities which comprise the Value Line(R) Target 25 Strategy portion of the Trust were selected as follows: Value Line(R) Target 25 Strategy. The Value Line(R) Target 25 Strategy invests in 25 of the 100 stocks that Value Line(R) gives a #1 ranking for Timeliness(TM) which have recently exhibited certain positive financial attributes. Value Line(R) ranks 1,700 stocks which represent approximately 95% of the trading volume on all U.S. stock exchanges. Of these 1,700 stocks, only 100 are given their #1 ranking for Timeliness(TM), which measures Value Line's view of their probable price performance during the next six to 12 months relative to the others. Value Line(R) bases their rankings on various factors, including long-term trend of earnings, prices, recent earnings, price momentum, and earnings surprise. The Value Line(R) Target 25 Strategy stocks are determined as follows: Step 1: We start with the 100 stocks which Value Line(R), as of two business days prior to the date of this prospectus, gives their #1 ranking for Timeliness(TM) and apply the following rankings as of two business days prior to the date of this prospectus. Step 2: We rank these stocks for consistent growth based on 12-month and 6-month price appreciation (best [1] to worst [100]). Step 3: We then rank the stocks for profitability by their return on assets. Step 4: Finally, we rank the stocks for value based on their price to cash flow. Step 5: We add up the numerical ranks achieved by each company in the above steps and select the 25 eligible stocks with the lowest sums for the Value Line Target 25 Strategy. Stocks of financial companies, as defined by S&P's GICS(R), and the stocks of companies whose shares are not listed on a U.S. securities exchange are not eligible for inclusion in the Value Line(R) Target 25 Strategy stocks. In the event of a tie, the stock with the greatest 6-month price appreciation is selected. The stocks which comprise the Value Line(R) Target 25 Strategy are weighted by market capitalization subject to the restriction that no stock will comprise less than approximately 1% or 25% or more of the Value Line(R) Target 25 Strategy portion of the portfolio on the date of this prospectus. The Securities will be adjusted on a proportionate basis to accommodate this constraint. Target Focus Four Portfolio The Target Focus Four Portfolio invests in the common stocks of companies which are selected by applying four separate uniquely specialized strategies. While each of the strategies included in the Target Focus Four Portfolio also seeks above-average total return, each follows a different investment strategy. The Target Focus Four Portfolio seeks to outperform the S&P 500 Index. Finding the right mix of investments is a key factor to successful investing. Because different investments often react differently to economic and market changes, diversifying among low-correlated investments has the potential to enhance your returns and help reduce your overall investment risk. The Target Focus Four Portfolio has been developed to seek to address this purpose. The composition of the Target Focus Four Portfolio on the Initial Date of Deposit is as follows: - Approximately 30% of the portfolio is composed of common stocks which comprise The Dow(R) Target Dividend Strategy; Page 56 - Approximately 30% of the portfolio is composed of common stocks which comprise the S&P Target SMid 60 Strategy; - Approximately 30% of the portfolio is composed of common stocks which comprise the Value Line(R) Target 25 Strategy; and - Approximately 10% of the portfolio is composed of common stocks which comprise the NYSE(R) International Target 25 Strategy. The Securities which comprise The Dow(R) Target Dividend Strategy, the S&P Target SMid 60 Strategy and the Value Line(R) Target 25 Strategy portions of the Trust were chosen by applying the same selection criteria set forth above under the captions "The Dow(R) Target Dividend Portfolio," "S&P Target SMid 60 Portfolio" and "Double Play Portfolio," respectively. The Securities which comprise The NYSE (R) International Target 25 Strategy were selected as follows: NYSE(R) International Target 25 Strategy: Incorporating international investments into an overall portfolio can offer benefits such as diversification, reduced volatility and the potential for enhanced performance. The NYSE(R) International Target 25 Strategy provides investors with a way to strategically invest in foreign companies. The NYSE(R) International Target 25 Strategy stocks are determined as follows: Step 1: We begin with the stocks that comprise the NYSE International 100 Index(sm) as of two business days prior to the date of this prospectus. The index consists of the 100 largest non-U.S. stocks trading on the NYSE. Step 2: We rank each stock on two equally-weighted factors: - Price-to-book; and - Price to cash flow. Lower, but positive, price-to-book and price to cash flow ratios are generally used as an indication of value. Step 3: We screen for liquidity by eliminating companies with average daily trading volume below $300,000 for the prior three months. Step 4: We purchase an approximately equally-weighted portfolio of the 25 eligible stocks with the best overall ranking on the two factors, taking into consideration that only whole shares will be purchased. In the event of a tie, the stock with the better price-to-book ratio is selected. Target Focus Five Portfolio The composition of the Target Focus Five Portfolio on the Initial Date of Deposit is as follows: - Approximately 24% of the portfolio is composed of common stocks which comprise The Dow(R) Target Dividend Strategy; - Approximately 24% of the portfolio is composed of common stocks which comprise the S&P Target SMid 60 Strategy; - Approximately 24% of the portfolio is composed of common stocks which comprise the Value Line(R) Target 25 Strategy; - Approximately 20% of the portfolio is composed of common stocks which comprise the MSCI EAFE Target 20 Strategy; and - Approximately 8% of the portfolio is composed of common stocks which comprise the NYSE(R) International Target 25 Strategy. The Securities which comprise The Dow(R) Target Dividend Strategy, the S&P Target SMid 60 Strategy, the Value Line(R) Target 25 Strategy and the NYSE(R) International Target 25 Strategy portions of the Trust were chosen by applying the same selection criteria set forth above under the captions "The Dow(R) Target Dividend Portfolio," "S&P Target SMid 60 Portfolio," "Target Double Play Portfolio" and "Target Focus Four Portfolio," respectively. The Securities which comprise the MSCI EAFE Target 20 Strategy portion of the Trust were chosen by applying the selection criteria set forth below. MSCI EAFE Target 20 Strategy. The MSCI EAFE Target 20 Strategy selects 20 common stocks from the MSCI EAFE Index(R). The MSCI EAFE Target 20 Strategy stocks are determined as follows: Step 1: We begin with the stocks that comprise the MSCI EAFE Index(R) as of two business days prior to the date of this prospectus. Step 2: We then select the 200 largest by market capitalization that meet both of the following three-month average daily trading volume liquidity screens: - Minimum of $5 million traded. - Minimum of 100,000 shares traded. Step 3: The remaining stocks are ranked on four equally-weighted factors: - Price to cash flow. - Price-to-book. - Return on assets. - Momentum (as measured by equally-weighted 6- and 12-month price appreciation). Page 57 Step 4: We purchase an approximately equally-weighted portfolio of the 20 stocks with the highest combined ranking on the four factors, subject to a maximum of four stocks from any one of the ten major market sectors and a maximum of four stocks from any single country. Target Global Dividend Leaders Portfolio The Target Global Dividend Leaders Strategy stocks are determined based on these steps: Step 1: We establish three distinct universes as of two business days prior to the Initial Date of Deposit which consist of the following: - Domestic equity - all U.S. stocks. - International equity - all foreign stocks that are listed on a U.S. securities exchange either directly or in the form of ADRs. - REITs - all U.S. REITs. Step 2: Registered investment companies and limited partnerships are excluded from all universes. REITs are also excluded from the domestic and international equity universes. Step 3: We select the stocks in each universe that meet the following criteria: - Market capitalization greater than $1 billion. - Three-month average daily trading volume greater than $1 million. - Current indicated dividend yield greater than twice that of the S&P 500 Index at the time of selection. Step 4: We rank the selected stocks within each universe on three equally-weighted factors: price to cash flow; return on assets; and 3-, 6- and 12-month price appreciation. Step 5: We select the 20 stocks within each universe with the best overall combined rankings, subject to a maximum of four stocks from any one of the ten major market sectors for both the domestic and international equity universes. If a universe has less than 20 eligible securities, all eligible securities are selected. Step 6: The universes are approximately weighted as shown below. Stocks are approximately equally-weighted within their universe, taking into consideration that only whole shares will be purchased. - 40% domestic equity. - 40% international equity. - 20% REITs. Target Growth Portfolio The Target Growth Strategy invests in stocks with large market capitalizations which have recently exhibited certain positive financial attributes. The Target Growth Strategy stocks are determined as follows: Step 1: We begin with all stocks traded on a U.S. exchange as of two business days prior to the date of this prospectus and screen for the following: - Minimum market capitalization of $6 billion; - Minimum three month average daily trading volume of $5 million; and - Minimum stock price of $5. Step 2: We eliminate REITs, ADRs, registered investment companies and limited partnerships. Step 3: We select only those stocks with positive one year sales growth. Step 4: We rank the remaining stocks on three equally-weighted factors: - Sustainable growth rate (a measurement of a company's implied growth rate that can be funded with its internal capital; it is calculated by multiplying return on equity over the trailing 12 months by (1- payout ratio), where payout ratio is the trailing 12 months dividends per share divided by trailing 12 months earnings per share); - Change in return on assets; and - Recent 6-month price appreciation. Step 5: We purchase an approximately equally-weighted portfolio of the 30 stocks with the highest combined ranking on the three factors, subject to a maximum of six stocks from any one of the ten major GICS(R) market sectors. In the event of a tie, the stock with the higher sustainable growth rate is selected. Based on the composition of the portfolio on the Initial Date of Deposit, the Target Growth Portfolio is considered to be a Large-Cap Growth Trust. Target Triad Portfolio The Target Triad Portfolio invests in the common stocks of companies which are selected by applying three separate uniquely specialized strategies. Finding the right mix of investments is a key factor to successful investing. Because different investments often react differently to economic and market changes, diversifying among low- correlated investments primarily helps to reduce volatility and also has Page 58 the potential to enhance your returns. The Target Triad Portfolio, whose objective is to seek above-average total return, has been developed to seek to address this purpose. The composition of the Target Triad Portfolio on the Initial Date of Deposit is as follows: - Approximately 10% of the portfolio is composed of common stocks which comprise the NYSE(R) International Target 25 Strategy; - Approximately 30% of the portfolio is composed of common stocks which comprise the Target Diversified Dividend Strategy; and - Approximately 60% of the portfolio is composed of common stocks which comprise the Target Growth Strategy. The Securities which comprise the NYSE(R) International Target 25 Strategy, the Target Diversified Dividend Strategy and the Target Growth Strategy portions of the Trust were chosen by applying the same selection criteria set forth above under the captions "Target Focus Four Portfolio," "Target Diversified Dividend Portfolio" and "Target Growth Portfolio," respectively. Based on the composition of the portfolio on the Initial Date of Deposit, the Target Triad Portfolio is considered to be a Large-Cap Value Trust. Target VIP Portfolio The Target VIP Portfolio invests in the common stocks of companies which are selected by applying six separate uniquely specialized strategies. While each of the strategies included in the Target VIP Portfolio also seeks above-average total return, each follows a different investment strategy. The Target VIP Portfolio seeks to outperform the S&P 500 Index. The Target VIP Portfolio provides investors with exposure to both growth and value stocks, as well as several different sectors of the worldwide economy. We believe this approach offers investors a better opportunity for investment success regardless of which investment styles prevail in the market. The composition of the Target VIP Strategy on the Initial Date of Deposit is as follows: - Approximately 1/6 of the portfolio is composed of common stocks which comprise The Dow(R) DART 5 Strategy; - Approximately 1/6 of the portfolio is composed of common stocks which comprise the European Target 20 Strategy; - Approximately 1/6 of the portfolio is composed of common stocks which comprise the Nasdaq(R) Target 15 Strategy; - Approximately 1/6 of the portfolio is composed of common stocks which comprise the S&P Target 24 Strategy; - Approximately 1/6 of the portfolio is composed of common stocks which comprise the Target Small-Cap Strategy; and - Approximately 1/6 of the portfolio is composed of common stocks which comprise the Value Line(R) Target 25 Strategy. The Securities which comprise the European Target 20 Strategy, the S&P Target 24 Strategy and the Value Line(R) Target 25 Strategy portions of the Trust were chosen by applying the same selection criteria set forth above under the captions "Target Dividend Multi-Strategy Portfolio," "S&P Target 24 Portfolio" and "Target Double Play Portfolio," respectively. The Securities which comprise The Dow(R) DART 5 Strategy, the Nasdaq(R) Target 15 Strategy and the Target Small-Cap Strategy portions of the Trust were selected as follows: The Dow(R) Dividend and Repurchase Target 5 Strategy. The Dow(R) DART 5 Strategy selects a portfolio of DJIA(R) stocks with high dividend yields and/or high buyback ratios and high return on assets, as a means to achieving the Strategy's investment objective. By analyzing dividend yields, The Dow(R) DART 5 Strategy seeks to uncover stocks that may be out of favor or undervalued. Companies which have reduced their shares through a share buyback program may provide a strong cash flow position and, in turn, high quality earnings. Buyback ratio is the ratio of a company's shares of common stock outstanding 12 months prior to the date of this prospectus compared to a company's shares outstanding as of the business day prior to the date of this prospectus. The Dow(R) DART 5 Strategy stocks are determined as follows: Step 1: We rank all 30 stocks contained in the DJIA(R) by the sum of their current indicated dividend yield and buyback ratio as of the business day prior to the date of this prospectus. Step 2: We then select the 10 stocks with the highest combined dividend yields and buyback ratios. Step 3: From the 10 stocks selected in Step 2, we select an approximately equally-weighted portfolio of the five stocks with the greatest change in return on assets in the most recent year as compared to the previous year for The Dow(R) DART 5 Strategy. Nasdaq(R) Target 15 Strategy. The Nasdaq(R) Target 15 Strategy selects a portfolio of the 15 Nasdaq- 100 Index(R) stocks with the best overall ranking on both 12- and 6- Page 59 month price appreciation, return on assets and price to cash flow as a means to achieving its investment objective. The Nasdaq(R) Target 15 Strategy stocks are determined as follows: Step 1: We select stocks which are components of the Nasdaq-100 Index(R) as of two business days prior to the date of this prospectus and numerically rank them by 12-month price appreciation (best [1] to worst [100]). Step 2: We then numerically rank the stocks by 6-month price appreciation. Step 3: The stocks are then numerically ranked by return on assets ratio. Step 4: We then numerically rank the stocks by the ratio of cash flow per share to stock price. Step 5: We add up the numerical ranks achieved by each company in the above steps and select the 15 stocks with the lowest sums for Nasdaq(R) Target 15 Strategy. In the event of a tie, the stock with the higher 6- month price momentum is selected. The stocks which comprise Nasdaq(R) Target 15 Strategy are weighted by market capitalization subject to the restriction that only whole shares are purchased and that no stock will comprise less than approximately 1% or 25% or more of Nasdaq(R) Target 15 Strategy portion of the portfolio on the date of this prospectus. The Securities will be adjusted on a proportionate basis to accommodate this constraint. Target Small-Cap Strategy. The Target Small-Cap Strategy invests in stocks with small market capitalizations which have recently exhibited certain positive financial attributes. The Target Small-Cap Strategy stocks are determined as follows: Step 1: We select the stocks of all U.S. corporations which trade on the NYSE, NYSE MTK (formerly the NYSE Amex) or The NASDAQ Stock Market(R) ("Nasdaq") (excluding limited partnerships, ADRs and mineral and oil royalty trusts) as of two business days prior to the date of this prospectus. Step 2: We then select companies which have a market capitalization of between $150 million and $1 billion and whose stock has an average daily dollar trading volume of at least $500,000. Step 3: We next select stocks with positive three-year sales growth. Step 4: From there we select those stocks whose most recent annual earnings (based on the trailing 12-month period) are positive. Step 5: We eliminate any stock whose price has appreciated by more than 75% in the last 12 months. Step 6: We select the 40 stocks with the greatest price appreciation in the last 12 months and weight them on a market capitalization basis (highest to lowest) for the Target Small-Cap Strategy. For purposes of applying the Target Small-Cap Strategy, market capitalization and average trading volume are based on 1996 dollars which are periodically adjusted for inflation. All steps apply monthly and rolling quarterly data instead of annual figures where possible. The stocks which comprise the Target Small-Cap Strategy are weighted by market capitalization. Value Line(R) Target 25 Portfolio The Securities which comprise the Value Line(R) Target 25 Strategy were chosen by applying the same selection criteria set forth above under the caption "Target Double Play Portfolio." Other Considerations. Please note that we applied the strategy or strategies which make up the portfolio for each Trust at a particular time. If we create additional Units of a Trust after the Initial Date of Deposit we will deposit the Securities originally selected by applying the strategy on the Initial Date of Deposit. This is true even if a later application of a strategy would have resulted in the selection of different securities. In addition, companies which, based on publicly available information as of the date the Securities were selected, are the subject of an announced business combination which we expect will happen within six months of the date of this prospectus have been excluded from the universe of securities from which each Trust's Securities are selected. The Securities for each of the strategies were selected as of a strategy's selection date using closing market prices on such date or, if a particular market was not open for trading on such date, closing market prices on the day immediately prior to the strategy's selection date in which such market was open. In addition, companies which, based on publicly available information on or before their respective selection date, are subject to any of the limited circumstances which warrant removal of a Security from a Trust as described under "Removing Securities from a Trust" have been excluded from the universe of securities from which each Trust's Securities are selected. From time to time in the prospectus or in marketing materials we may identify a portfolio's style and capitalization characteristics to describe a trust. These characteristics are designed to help you better understand how a Trust may fit into your overall investment plan. These Page 60 characteristics are determined by the Sponsor as of the Initial Date of Deposit and, due to changes in the value of the Securities, may vary thereafter. In addition, from time to time, analysts and research professionals may apply different criteria to determine a Security's style and capitalization characteristics, which may result in designations which differ from those arrived at by the Sponsor. In general, growth stocks are those with high relative price-to-book ratios while value stocks are those with low relative price-to-book ratios. At least 65% of the stocks in a trust on the trust's initial date of deposit must fall into either the growth or value category for a trust itself to receive the designation. Trusts that do not meet this criteria are designated as blend trusts. In determining market capitalization characteristics, we analyze the market capitalizations of the 3,000 largest stocks in the United States (excluding foreign securities, ADRs, limited partnerships and regulated investment companies). Companies with market capitalization among the largest 10% are considered Large-Cap securities, the next 20% are considered Mid-Cap securities and the remaining securities are considered Small-Cap securities. Both the weighted average market capitalization of a trust and at least half of the Securities in a trust must be classified as either Large-Cap, Mid- Cap or Small-Cap in order for a trust to be designated as such. Trusts, however, may contain individual stocks that do not fall into their stated style or market capitalization designation. Of course, as with any similar investments, there can be no assurance that the objective of a Trust will be achieved. See "Risk Factors" for a discussion of the risks of investing in a Trust. The Dow Jones Industrial Average, Dow Jones U.S. Select Dividend Index(sm), S&P 500(R) Index, S&P MidCap 400(R) Index and S&P SmallCap 600(R) Index are products of S&P Dow Jones Indices LLC ("SPDJI"), and have been licensed for use. Standard & Poor's(R), S&P(R), S&P 500(R), S&P MidCap 400(R) and S&P SmallCap 600(R) are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); DJIA(R), The Dow(R), Dow Jones(R), Dow Jones Industrial Average and Dow Jones U.S. Select Dividend Index(sm) are trademarks of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by First Trust Advisors L.P., an affiliate of ours. The Trusts, in particular The Dow(R) Target 5 Portfolio, The Dow(R) Target Dividend Portfolio, Global Target 15 Portfolio, Target Dividend Multi-Strategy Portfolio, Target Double Play Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio and the Target VIP Portfolio and the S&P Target 24 Portfolio, S&P Target SMid 60 Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio and Target VIP Portfolio are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such products. Please see the Information Supplement which sets forth certain additional disclaimers and limitations of liabilities on behalf of SPDJI. The Target Focus Five Portfolio is not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to the Trust, the Securities or the index on which such Trust or Securities are based. Except as noted herein, the publisher has not approved of any of the information in this prospectus. "S&P(R)," "S&P 500(R)," "S&P MidCap 400(R)," "S&P SmallCap 600(R)," and "Standard & Poor's(R)" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by us. The S&P Target 24 Portfolio, S&P Target SMid 60 Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio and Target VIP Portfolio are not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in such Portfolios. Please see the Information Supplement which sets forth certain additional disclaimers and limitations of liabilities on behalf of Standard & Poor's. "Value Line(R)," "The Value Line Investment Survey" and "Value Line Timeliness(TM) Ranking System" are registered trademarks of Value Line Securities, Inc. or Value Line Publishing, Inc. that have been licensed to First Trust Portfolios L.P. and/or First Trust Advisors L.P. The Target Double Play Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio, Target VIP Portfolio and Value Line(R) Target 25 Portfolio are not sponsored, recommended, sold or promoted by Value Line Publishing, Inc., Value Line, Inc. or Value Line Securities, Inc. ("Value Line"). Value Line makes no representation regarding the advisability of investing in a Trust. "NYSE(R)" is a registered trademark of, and "NYSE International 100 Index(sm)" is a service mark of, the New York Stock Exchange, Inc. ("NYSE") and have been licensed for use for certain purposes by First Trust Portfolios L.P. The Target Focus Four Portfolio, Target Focus Five Portfolio and Target Triad Portfolio, which are based on the NYSE International 100 Index(sm), are not sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no representation regarding the advisability of investing in such products. Page 61 The publishers of the DJIA(R), the Dow Jones U.S. Select Dividend Index(sm), FT Index, Hang Seng Index, The Nasdaq-100 Index(R), the Russell 3000(R) Index, S&P 500(R) Index, S&P 1000(R) Index, S&P MidCap 400(R) Index, S&P SmallCap 600(R) Index, MSCI EAFE Index(R) and the NYSE International 100 Index(sm) are not affiliated with us and have not participated in creating the Trusts or selecting the Securities for the Trusts. Except as noted herein, none of the index publishers have approved of any of the information in this prospectus. Risk Factors Price Volatility. The Trusts invest in common stocks. The value of a Trust's Units will fluctuate with changes in the value of these common stocks. Common stock prices fluctuate for several reasons including changes in investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, such as the current market volatility, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Because the Trusts are not managed, the Trustee will not sell stocks in response to or in anticipation of market fluctuations, as is common in managed investments. As with any investment, we cannot guarantee that the performance of any Trust will be positive over any period of time, especially the relatively short 15-month life of the Trusts, or that you won't lose money. Units of the Trusts are not deposits of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Three of the Securities in the Value Line(R) Target 25 Portfolio represent approximately 42.90% of the value of the Trust. If these stocks decline in value you may lose a substantial portion of your investment. Current Economic Conditions. The global economy continues to experience subdued growth. Most developed and developing economies are continuing to struggle against the lingering effects of the financial crisis which began in 2007, grappling in particular with the challenges of taking appropriate fiscal and monetary policy actions. Inflation remains tame worldwide, partly reflecting output gaps, high unemployment and a continued financial deleveraging in major developed economies. The global employment situation remains challenging, as long-lasting effects from the financial crisis continue to weigh on labor markets in many countries and regions. Prices of most primary commodities, a driving force behind many emerging market economies, have declined moderately in recent years, mainly driven by generally weak global demand as global economic growth remains anemic. The financial crisis began with problems in the U.S. housing and credit markets, many of which were caused by defaults on "subprime" mortgages and mortgage-backed securities, eventually leading to the failures of some large financial institutions and has negatively impacted most sectors of the global economy. Due to the current state of uncertainty in the economy, the value of the Securities held by the Trust may be subject to steep declines or increased volatility due to changes in performance or perception of the issuers. To combat the financial crisis, central banks in the United States, Europe and Asia have held interest rates at historically low levels for several years. However, there is no assurance that this will continue in the future and no way to predict how quickly interest rates will rise once central banks change their current position. In addition, other extraordinary steps have been taken by the governments of several leading economic countries to combat the financial crisis; however, the impact of these measures has been mixed and in certain instances has produced unintended consequences. Dividends. There is no guarantee that the issuers of the Securities will declare dividends in the future or that if declared they will either remain at current levels or increase over time. Trusts which use dividend yield as a selection criterion employ a contrarian strategy in which the Securities selected share qualities that have caused them to have lower share prices or higher dividend yields than other common stocks in their peer group. There is no assurance that negative factors affecting the share price or dividend yield of these Securities will be overcome over the life of such Trusts or that these Securities will increase in value. Concentration Risk. When at least 25% of a Trust's portfolio is invested in securities issued by companies within a single sector, the Trust is considered to be concentrated in that particular sector. A portfolio concentrated in a single sector may present more risks than a portfolio broadly diversified over several sectors. The Dow(R) Target 5 Portfolio, the Target VIP Portfolio and the Value Line(R) Target 25 Portfolio are concentrated in stocks of information technology companies. The Dow(R) Target Dividend Portfolio is concentrated in stocks of financial and utility companies. The Global Target 15 Portfolio, the S&P Target SMid 60 Portfolio, the Target Page 62 Dividend Multi-Strategy Portfolio and the Target Global Dividend Leaders Portfolio are concentrated in stocks of financial companies. Financials. Companies in the financial services sector include banks, thrifts, brokerage firms, broker/dealers, investment banks, finance companies, mutual fund companies and insurance companies. Banks, thrifts and their holding companies are especially subject to the adverse effects of economic recession, decreases in the availability of capital, volatile interest rates, portfolio concentrations in geographic markets and in commercial and residential real estate loans, and competition from new entrants in their fields of business. Although legislation repealed most of the barriers which separated the banking, insurance and securities industries, these industries are still extensively regulated at both the federal and state level and may be adversely affected by increased regulations. The financial crisis, initially related to the subprime mortgage market, spread to other parts of the economy, and subsequently affected credit and capital markets worldwide and reduced the willingness of lenders to extend credit, thus making borrowing on favorable terms more difficult. In addition, the liquidity of certain debt instruments has been reduced or eliminated due to the lack of available market makers. Negative economic events in the credit markets have also led some firms to declare bankruptcy, forced short-notice sales to competing firms, or required government intervention by the Federal Deposit Insurance Corporation ("FDIC") or through an infusion of Troubled Asset Relief Program funds. Furthermore, accounting rule changes, including the standards regarding the valuation of assets, consolidation in the banking industry and additional volatility in the stock market have the potential to significantly impact financial services companies as well. In response to recent market and economic conditions, the U.S. Government has taken a variety of extraordinary measures designed to stimulate the economy and financial markets including capital injections and the acquisition of illiquid assets. Recent laws and regulations contain safeguard provisions limiting the way banks and their holding companies are able to pay dividends, purchase their own common stock and compensate officers. Furthermore, participants may be subject to forward looking stress tests to determine if they have sufficient capital to withstand certain economic scenarios, including situations more severe than the current recession. These regulatory changes could cause business disruptions or result in significant loss of revenue, and there can be no assurance as to the actual impact that these laws and their regulations will have on the financial markets. Recently enacted laws and regulations, and proposed legislation, call for swift government intervention into the financial markets. The Dodd- Frank Wall Street Reform and Consumer Act ("Dodd-Frank") established the Financial Services Oversight Council ("FSOC"). The FSOC is chaired by the Secretary of the Treasury and brings together federal financial regulators, state regulators and an independent insurance expert appointed by the President. The FSOC provides, for the first time, comprehensive monitoring of the stability of the U.S. financial system. The role of the FSOC is to identify risks to the financial stability of the United States, to promote market discipline and to respond to emerging risks to the stability of the U.S. financial system. In doing so, the FSOC has new authorities to constrain excessive risk in the financial system. For example, the FSOC has the authority to designate a nonbank financial firm for tough new supervision aimed at minimizing the risk of such firm from threatening the stability of the U.S financial system. Such financial firms would be subject to increased scrutiny concerning their capital, liquidity and risk management standards. Dodd-Frank also transferred federal supervisory and rulemaking authority over savings and loan holding companies and savings associations from the Office of Thrift Supervision to the Federal Reserve Board ("FRB"), the office of the Controller of the Currency and the FDIC. While Dodd- Frank preserved many of the previous regulations for such savings and loan holding companies and savings associations, these entities are now subject to new regulators and new regulations. It is unclear what impact the federal banking agencies that now regulate such entities will have on savings and loan holding companies and savings associations. Dodd-Frank gave Orderly Liquidation Authority to the FDIC in order to avoid the disorderly resolution of failing banks and financial institutions when the overall stability of the financial system would be at risk. Under this authority, the FDIC may be appointed by the Secretary of the Treasury as a receiver for a financial company whose failure would have a serious adverse affect on the financial system or the economy. This mechanism would only be used by the government in exceptional circumstances to mitigate these effects. The extent to which the FDIC will use the Orderly Liquidation Authority and what effect it will have on companies in the financial sector cannot be predicted. Banks and thrifts face increased competition from nontraditional lending sources and financial services providers including brokerage firms, Page 63 broker/dealers, investment banks, mutual fund companies and other companies that offer various financial products. Technological advances allow these nontraditional lending sources and financial services providers to cut overhead and permit the more efficient use of customer data. These companies compete with banks and thrifts to provide traditional financial services products in addition to their brokerage and investment advice. The FRB recently issued a final rule which establishes requirements for determining when a company is predominantly engaged in financial activities. While the final rule does not designate any companies for additional supervision or regulation, these companies could be subject to the requirements of the Bank Holding Act of 1956 ("BHC Act"). These companies could be required to register as bank holding companies with the FRB and could be subject to capital and other regulatory requirements of traditional banks, among other potential new or enhanced regulatory standards. The BHC Act generally restricts bank holding companies from engaging in business activities other than the business of banking and certain closely related activities. This may result in a decrease in profits and missed business opportunities for these companies. Additionally, certain companies that are unable to meet the newly imposed regulatory requirements might be forced to cease their financing activities, which could further reduce available credit for consumers. Companies involved in the insurance industry are engaged in underwriting, selling, distributing or placing of property and casualty, life or health insurance. Insurance company profits are affected by many factors, including interest rate movements, the imposition of premium rate caps, competition and pressure to compete globally. Property and casualty insurance profits may also be affected by weather catastrophes, acts of terrorism and other disasters. Life and health insurance profits may be affected by mortality rates. Already extensively regulated, insurance companies' profits may also be adversely affected by increased government regulations or tax law changes. Dodd-Frank also established the Treasury's Federal Insurance Office. The Federal Insurance Office has the authority to monitor all aspects of the insurance sector, monitor the extent to which underserved communities and consumers have the ability to access affordable non-health insurance products, and to represent the United States on international insurance matters. This enhanced oversight into the insurance industry may pose unknown risks to the sector as a whole. Information Technology. Technology companies are generally subject to the risks of rapidly changing technologies; short product life cycles; fierce competition; aggressive pricing; frequent introduction of new or enhanced products; the loss of patent, copyright and trademark protections; cyclical market patterns; evolving industry standards; and frequent new product introductions. Technology companies may be smaller and less experienced companies, with limited product lines, markets or financial resources. Technology company stocks have experienced extreme price and volume fluctuations that are often unrelated to their operating performance. Also, the stocks of many Internet companies have exceptionally high price-to-earnings ratios with little or no earnings histories. Utilities. General problems of utility companies include risks of increases in fuel and other operating costs; restrictions on operations and increased costs and delays as a result of environmental, nuclear safety and other regulations; regulatory restrictions on the ability to pass increasing wholesale costs along to the retail and business customer; energy conservation; technological innovations which may render existing plants, equipment or products obsolete; the effects of local weather, maturing markets and difficulty in expanding to new markets due to regulatory and other factors; natural or man-made disasters; difficulty obtaining adequate returns on invested capital; the high cost of obtaining financing during periods of inflation; difficulties of the capital markets in absorbing utility debt and equity securities; and increased competition. In addition, taxes, government regulation, international politics, price and supply fluctuations, and volatile interest rates and energy conservation may cause difficulties for utilities. All of such issuers have been experiencing certain of these problems in varying degrees. Utility companies are subject to extensive regulation at the federal and state levels in the United States. The value of utility company securities may decline as a result of changes to governmental regulation controlling the utilities sector. For example, the Energy Policy Act of 2005 was enacted on August 8, 2005. One of the effects of this Act is to give federal regulatory jurisdiction to the U.S. Federal Energy Regulatory Commission, rather than the Securities and Exchange Commission, and give states more regulatory control. The effects of these changes have not yet been fully realized. However, adverse regulatory changes could prevent or delay utilities from passing along cost increases to customers, which could hinder a utility's ability to meet its obligations to its suppliers. Furthermore, regulatory authorities, which may be subject to political and other pressures, may not grant future rate increases, or may impose Page 64 accounting or operational policies, any of which could affect a company's profitability and the value of its securities. In addition, federal, state and municipal governmental authorities may review existing, and impose additional, regulations governing the licensing, construction and operation of nuclear power plants. REITs. Certain of the Securities in the S&P Target SMid 60 Portfolio, the Target Focus Four Portfolio, the Target Focus Five Portfolio and the Target Global Dividend Leaders Portfolio are issued by REITs that are headquartered or incorporated in the United States. REITs are financial vehicles that pool investors' capital to purchase or finance real estate. REITs may concentrate their investments in specific geographic areas or in specific property types, i.e., hotels, shopping malls, residential complexes, office buildings and timberlands. The value of REITs and the ability of REITs to distribute income may be adversely affected by several factors, including rising interest rates, changes in the national, state and local economic climate and real estate conditions, perceptions of prospective tenants of the safety, convenience and attractiveness of the properties, the ability of the owner to provide adequate management, maintenance and insurance, the cost of complying with the Americans with Disabilities Act, increased competition from new properties, the impact of present or future environmental legislation and compliance with environmental laws, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws, and other factors beyond the control of the issuers of REITs. Strategy. Please note that we applied the strategy or strategies which make up the portfolio for each Trust at a particular time. If we create additional Units of a Trust after the Initial Date of Deposit we will deposit the Securities originally selected by applying the strategy on the Initial Date of Deposit. This is true even if a later application of a strategy would have resulted in the selection of different securities. There is no guarantee the investment objective of a Trust will be achieved. The actual performance of the Trusts will be different than the hypothetical returns of each Trust's strategy. No representation is made that the Trusts will or are likely to achieve the hypothetical performance shown. Because the Trusts are unmanaged and follow a strategy, the Trustee will not buy or sell Securities in the event a strategy is not achieving the desired results. Hong Kong and China. Approximately one-third of the Global Target 15 Portfolio consists of common stocks issued by companies headquartered or incorporated in China. Certain of the Securities in certain other Trusts are also issued by companies headquartered or incorporated in Hong Kong Special Administrative Region ("Hong Kong") and/or China. Hong Kong issuers are subject to risks related to Hong Kong's political and economic environment, the volatility of the Hong Kong stock market, and the concentration of real estate companies in the Hang Seng Index. Hong Kong reverted to Chinese control on July 1, 1997 and any increase in uncertainty as to the future economic and political status of Hong Kong, or a deterioration of the relationship between China and the United States, could have negative implications on stocks listed on the Hong Kong stock market. China is underdeveloped when compared to other countries. China is essentially an export-driven economy and is affected by developments in the economies of its principal trading partners. Certain provinces have limited natural resources, resulting in dependence on foreign sources for certain raw materials and economic vulnerability to global fluctuations of price and supply. The emerging market economy of China may also be subject to over-extension of credit, currency devaluations and restrictions, decreased exports, and economic recession. China has yet to develop comprehensive securities, corporate, or commercial laws, and its market is relatively new and undeveloped. Changes in government policy could significantly affect the markets in China. Given the still- developing nature of laws impacting China region securities markets and corporate entities, changes in regulatory policy could have a material adverse affect on the Securities. Securities prices on the Hang Seng Index, can be highly volatile and are sensitive to developments in Hong Kong and China, as well as other world markets. United Kingdom. Approximately one-third of the Global Target 15 Portfolio consists of common stocks issued by companies headquartered or incorporated in the United Kingdom. Certain of the Securities in certain other Trusts are also issued by companies headquartered or incorporated in the United Kingdom. The United Kingdom is one of 28 members of the European Union ("EU") which was formed by the Maastricht Treaty on European Union. The Treaty has had the effect of eliminating most of the remaining trade barriers between the member nations and has made Europe one of the largest common markets in the world. However, the continued implementation of the Treaty provisions and recent rapid political and social change throughout Europe make the extent and nature of future economic development in the United Kingdom and Europe and their effect on Securities issued by U.K. issuers impossible to predict. Page 65 Foreign Securities. Certain of the Securities in certain of the Trusts are issued by foreign entities, which makes these Trusts subject to more risks than if they invested solely in domestic securities. These Securities are either directly listed on a U.S. securities exchange, are in the form of ADRs which trade on the over-the-counter market or are listed on a U.S. securities exchange or are directly listed on a foreign securities exchange. Risks of foreign securities include higher brokerage costs; different accounting standards; expropriation, nationalization or other adverse political or economic developments; currency devaluations, blockages or transfer restrictions; restrictions on foreign investments and exchange of securities; inadequate financial information; lack of liquidity of certain foreign markets; and less government supervision and regulation of exchanges, brokers, and issuers in foreign countries. Recent turmoil in the Middle East and natural disasters in Japan have increased the volatility of certain foreign markets. Investments in debt securities of foreign governments present special risks, including the fact that issuers may be unable or unwilling to repay principal and/or interest when due in accordance with the terms of such debt, or may be unable to make such repayments when due in the currency required under the terms of the debt. Political, economic and social events also may have a greater impact on the price of debt securities issued by foreign governments than on the price of U.S. securities. The purchase and sale of the foreign Securities, other than foreign Securities listed on a U.S. securities exchange, will generally occur only in foreign securities markets. Because foreign securities exchanges may be open on different days than the days during which investors may purchase or redeem Units, the value of a Trust's Securities may change on days when investors are not able to purchase or redeem Units. Although we do not believe that the Trusts will have problems buying and selling these Securities, certain of the factors stated above may make it impossible to buy or sell them in a timely manner. Custody of certain of the Securities in the Global Target 15 Portfolio, Target Dividend Multi-Strategy Portfolio, Target Focus Five Portfolio and Target VIP Portfolio is maintained by: Hongkong and Shanghai Banking Corporation, Hong Kong for Hong Kong Securities; The Bank of Tokyo-Mitsubishi UFJ Ltd., Tokyo, Japan for Japanese Securities; Crest Co. Ltd. for United Kingdom Securities; and Euroclear Bank, a global custody and clearing institution for all other foreign Securities; each of which has entered into a sub-custodian relationship with the Trustee. In the event the Trustee informs the Sponsor of any material change in the custody risks associated with maintaining assets with any of the entities listed above, the Sponsor will instruct the Trustee to take such action as the Sponsor deems appropriate to minimize such risk. Emerging Markets. Certain of the Securities in certain of the Trusts are issued by companies headquartered or incorporated in countries considered to be emerging markets. Risks of investing in developing or emerging countries are even greater than the risks associated with foreign investments in general. These increased risks include, among other risks, the possibility of investment and trading limitations, greater liquidity concerns, higher price volatility, greater delays and disruptions in settlement transactions, greater political uncertainties and greater dependence on international trade or development assistance. In addition, emerging market countries may be subject to overburdened infrastructures, obsolete financial systems and environmental problems. For these reasons, investments in emerging markets are often considered speculative. Exchange Rates. Because securities of foreign issuers not listed on a U.S. securities exchange generally pay dividends and trade in foreign currencies, the U.S. dollar value of these Securities (and therefore Units of the Trusts containing securities of foreign issuers) will vary with fluctuations in foreign exchange rates. As the value of Units of a Trust will vary with fluctuations in both the value of the underlying Securities as well as foreign exchange rates, an increase in the value of the Securities could be more than offset by a decrease in value of the foreign currencies in which they are denominated against the U.S. dollar, resulting in a decrease in value of the Units. Most foreign currencies have fluctuated widely in value against the U.S. dollar for various economic and political reasons. To determine the value of foreign Securities not listed on a U.S. securities exchange or their dividends, the Evaluator will estimate current exchange rates for the relevant currencies based on activity in the various currency exchange markets. However, these markets can be quite volatile, depending on the activity of the large international commercial banks, various central banks, large multi-national corporations, speculators, hedge funds and other buyers and sellers of foreign currencies. Since actual foreign currency transactions may not be instantly reported, the exchange rates estimated by the Evaluator may not reflect the amount the Trusts would receive, in U.S. dollars, had the Trustee sold any particular currency in the market. The value of the Securities in terms of U.S. dollars, and therefore the value of your Units, will decline if the U.S. dollar increases in value relative to Page 66 the value of the currency in which the Securities trade. In addition, the value of dividends received in foreign currencies will decline in value in terms of U.S. dollars if the U.S. dollar increases in value relative to the value of the currency in which the dividend was paid prior to the time in which the dividend is converted to U.S. dollars. Small Cap Companies. Certain of the Securities in certain Trusts are issued by companies which have been designated by the Sponsor as small- cap. Smaller companies present some unique investment risks. Small-caps may have limited product lines, as well as shorter operating histories, less experienced management and more limited financial resources than larger companies. Stocks of smaller companies may be less liquid than those of larger companies and may experience greater price fluctuations than larger companies. In addition, small-cap stocks may not be widely followed by the investment community, which may result in low demand. Legislation/Litigation. From time to time, various legislative initiatives are proposed in the United States and abroad which may have a negative impact on certain of the companies represented in the Trusts. In addition, litigation regarding any of the issuers of the Securities, such as that concerning Altria Group, Inc., Microsoft Corporation or Reynolds American Inc., or any of the industries represented by these issuers, may negatively impact the value of these Securities. We cannot predict what impact any pending or threatened litigation will have on the value of the Securities. Hypothetical Performance Information The following tables compare the hypothetical performance information for the strategies employed by each Trust and the actual performances of the DJIA(R), the Dow Jones U.S. Select Dividend Index(sm), Russell 3000(R) Index, S&P 500 Index, S&P 1000 Index, FT Index, Hang Seng Index, MSCI All Country World Index and a combination of the DJIA(R), FT Index and Hang Seng Index (the "Cumulative International Index Returns") in each of the full years listed below (and as of the most recent month). These hypothetical returns should not be used to predict or guarantee future performance of the Trusts. Returns from a Trust will differ from its strategy for several reasons, including the following: - Total Return figures shown do not reflect commissions paid by a Trust on the purchase of Securities or taxes incurred by you. - Strategy returns are for calendar years (and through the most recent month), while the Trusts begin and end on various dates. - Trusts have a maturity longer than one year. - Trusts may not be fully invested at all times or equally-weighted in each of the strategies or the stocks comprising their respective strategy or strategies. - Extraordinary market events that are not expected to be repeated and which may have affected performance. - Securities are often purchased or sold at prices different from the closing prices used in buying and selling Units. - Cash flows (receipt/investment of). - For Trusts investing in foreign Securities, currency exchange rates may differ. You should note that the Trusts are not designed to parallel movements in any index and it is not expected that they will do so. In fact, each Trust's strategy underperformed its comparative index, or combination thereof, in certain years and we cannot guarantee that a Trust will outperform its respective index over the life of a Trust or over consecutive rollover periods, if available. Each index differs widely in size and focus, as described below. DJIA (R). The Dow Jones Industrial Average is maintained by the Averages Committee, which is comprised of the chairman of the S&P Dow Jones U.S. Index Committee and two other persons designated by the chairman and the Managing Editor ("ME") of The Wall Street Journal and another person designated by the ME. Changes in the component stocks of the DJIA(R) are made entirely by the Averages Committee without consulting the companies, the stock exchange or any official agency. Dow Jones U.S. Select Dividend Index(sm). The Dow Jones U.S. Select Dividend Index(sm) consists of 100 dividend-paying stocks, weighted by their indicated annualized yield. Eligible stocks are selected from a universe of all dividend-paying companies in the Dow Jones U.S. Total Market Index(sm) that have a non-negative historical five-year dividend- per-share growth rate, a five-year average dividend to earnings-per- share ratio of less than or equal to 60% and a three-month average daily trading volume of 200,000 shares. Russell 3000(R) Index. The Russell 3000(R) Index offers investors access to the broad U.S. equity universe representing approximately 98% of the Page 67 U.S. market. The Russell 3000(R) Index is constructed to provide a comprehensive, unbiased and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. S&P 500(R) Index. The S&P 500(R) Index consists of stocks of 500 issuers chosen by Standard and Poor's to be representative of the leaders of various industries. S&P 1000(R) Index. The S&P 1000(R) Index is a combination of the S&P MidCap 400(R) (the most widely used index for mid-size companies) and the S&P SmallCap 600(R) (an index of 600 U.S. small-cap companies), where the S&P MidCap 400(R) represents approximately 70% of the index and S&P SmallCap 600(R) represents approximately 30% of the index). Financial Times Industrial Ordinary Share Index. The FT Index consists of 30 common stocks chosen by the editors of The Financial Times as being representative of British industry and commerce. Hang Seng Index. The Hang Seng Index consists of a cross section of stocks currently listed on the Stock Exchange of Hong Kong Ltd. and is intended to represent four major market sectors: commerce and industry, finance, property and utilities. MSCI All Country World Index. The MSCI All Country World Index is an unmanaged free float-adjusted market capitalization weighted index designed to measure the equity market performance of developed and emerging markets. The index cannot be purchased directly by investors. The indexes are unmanaged, not subject to fees and not available for direct investment. Page 68
COMPARISON OF HYPOTHETICAL TOTAL RETURN(2) (Strategy figures reflect the deduction of sales charges and expenses but not brokerage commissions or taxes.) Hypothetical Strategy Total Returns(1)(4) The Dow(R) Target Target The Dow(R) Target Global S&P S&P Target Diversified Dividend Target Target 5 Dividend Target 15 Target 24 SMid 60 Dividend Multi-Strategy Double Play Year Strategy Strategy Strategy Strategy Strategy Strategy Strategy Strategy ---- --------- --------- --------- --------- ---------- ----------- -------------- ----------- 1972 18.82% 1973 17.45% 1974 -7.61% 1975 62.73% 1976 38.70% 1977 3.06% 1978 -1.42% 1979 7.28% 1980 38.52% 1981 1.13% 1982 40.83% 1983 34.08% 1984 8.44% 1985 35.81% 1986 28.12% 18.13% 1987 8.35% 14.81% 1.75% 1988 18.78% 20.81% 4.27% 1989 7.85% 14.38% 22.30% 1990 -18.03% 0.55% 6.41% 1991 59.61% 39.79% 40.30% 1992 20.51% 28.68% 24.11% -1.82% 12.24% 1993 31.25% 18.18% 62.22% 8.01% 21.45% 1994 5.30% -8.55% -10.13% 4.76% 1.73% 1995 27.89% 46.86% 11.36% 38.91% 24.13% 26.92% 28.44% 49.29% 1996 23.33% 16.12% 19.35% 31.21% 13.25% 15.01% 18.34% 35.13% 1997 16.99% 40.57% -8.87% 30.01% 42.13% 26.02% 20.62% 36.94% 1998 9.78% 2.95% 11.00% 39.77% 4.88% 12.98% 14.63% 47.05% 1999 -9.57% -6.65% 6.05% 41.07% 23.92% 17.59% 7.60% 52.70% 2000 8.12% 25.82% 2.14% 3.84% 14.09% 19.86% 12.83% 7.04% 2001 -5.12% 40.62% -1.15% -11.07% 32.05% 29.67% 14.19% 19.96% 2002 -12.95% -0.84% -14.40% -19.24% -5.27% -10.38% -10.72% -12.58% 2003 20.04% 32.08% 35.78% 23.08% 45.42% 47.13% 36.78% 35.47% 2004 9.49% 18.86% 29.11% 13.52% 23.54% 20.56% 23.85% 20.25% 2005 -2.52% 2.24% 11.40% 3.60% 3.10% 2.00% 5.57% 10.88% 2006 39.42% 17.58% 39.92% 1.40% 19.71% 15.44% 26.46% 8.92% 2007 2.14% 1.06% 14.15% 3.14% -9.64% -3.83% 5.30% 12.22% 2008 -50.16% -39.55% -43.35% -29.43% -37.65% -37.04% -45.04% -45.63% 2009 17.11% 14.29% 49.17% 12.01% 60.04% 40.89% 36.73% 8.38% 2010 10.02% 15.68% 9.21% 18.07% 15.09% 20.23% 9.30% 22.06% 2011 16.79% 5.56% -8.29% 6.87% -8.81% 3.17% -2.31% -12.20% 2012 9.81% 4.90% 25.05% 7.93% 20.40% 10.78% 11.22% 9.41% 2013 30.49% 25.02% 15.15% 30.81% 29.07% 27.41% 22.70% 26.48% 2014 4.14% 8.48% 0.66% 0.68% 4.04% 6.33% 5.53% 12.91% (thru 6/30)
Page 69
COMPARISON OF HYPOTHETICAL TOTAL RETURN(2) (Strategy figures reflect the deduction of sales charges and expenses but not brokerage commissions or taxes.) Hypothetical Strategy Total Returns(1)(4) Target Target Global Focus Target Dividend Target Target Target Value Line(R) Four Focus Five Leaders Growth Triad VIP Target 25 Year Strategy Strategy Strategy Strategy Strategy Strategy Strategy ---- --------- ---------- -------- -------- -------- -------- ------------- 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 31.98% 1986 20.21% 1987 16.93% 1988 -9.40% 1989 48.18% 1990 -0.89% 3.15% 1991 57.05% 83.76% 1992 4.08% -2.64% 1993 22.04% 25.04% 1994 2.03% 12.17% 1995 29.61% 42.87% 52.18% 1996 26.59% 26.27% 24.96% 21.02% 38.64% 54.22% 1997 37.28% 30.57% 41.11% 34.86% 25.80% 33.90% 1998 31.03% 30.66% 1.63% 37.13% 27.54% 51.22% 91.02% 1999 45.16% 46.17% 12.47% 33.76% 31.96% 48.77% 111.24% 2000 9.69% 6.70% 4.69% 8.36% 11.97% -4.55% -10.40% 2001 20.23% 12.38% 6.99% -4.20% 4.97% -11.31% -0.10% 2002 -11.05% -9.89% -7.55% -10.80% -11.56% -21.35% -23.90% 2003 38.90% 37.99% 48.16% 34.00% 38.38% 34.73% 39.32% 2004 21.63% 21.32% 24.56% 16.71% 18.59% 13.01% 21.78% 2005 8.93% 7.82% 11.67% 17.09% 12.35% 6.72% 19.71% 2006 14.25% 17.51% 29.55% 16.82% 17.62% 11.82% 1.27% 2007 7.02% 9.89% 22.18% 19.93% 13.44% 9.22% 24.28% 2008 -43.35% -43.51% -30.12% -52.52% -47.50% -45.94% -51.13% 2009 27.38% 24.47% 53.37% 18.19% 27.31% 11.99% 3.13% 2010 17.91% 16.15% 20.19% 17.13% 16.43% 18.24% 28.60% 2011 -11.57% -12.00% 0.36% -12.53% -8.32% -2.08% -29.27% 2012 12.71% 12.13% 12.62% 5.77% 7.54% 12.20% 14.20% 2013 25.95% 23.49% 19.54% 26.52% 25.43% 27.72% 28.28% 2014 9.70% 8.40% 8.75% 6.94% 6.81% 5.12% 17.64% (thru 6/30)
Page 70
COMPARISON OF HYPOTHETICAL TOTAL RETURN(2) Index Total Returns(4) Dow Jones Cumulative U.S. MSCI All Interna- Select Russell Hang Country tional Dividend S&P 500 S&P 1000 3000(R) Seng World Index Year DJIA(R) Index(sm) Index Index Index FT Index Index Index Returns(3) ---- -------- --------- ------- -------- ------- -------- ----- -------- ---------- 1972 18.48% 19.00% 1973 -13.28% -14.69% 1974 -23.58% -26.47% 1975 44.75% 37.23% 1976 22.82% 23.93% 1977 -12.84% -7.16% 1978 2.79% 6.57% 1979 10.55% 18.61% 1980 22.17% 32.50% 1981 -3.57% -4.92% 1982 27.11% 21.55% 1983 25.97% 22.56% 1984 1.31% 6.27% 1985 33.55% 31.72% 1986 27.10% 18.67% 1987 5.48% 5.25% 38.32% -10.02% 11.26% 1988 16.14% 16.56% 7.03% 16.05% 13.07% 1989 32.19% 31.62% 24.53% 5.52% 20.75% 1990 -0.56% -3.10% 10.36% 6.74% 5.51% 1991 24.19% 30.40% 14.88% 42.46% 27.17% 1992 7.41% 22.65% 7.61% -2.18% 28.89% 11.37% 1993 16.93% 14.59% 10.04% 20.25% 123.33% 53.50% 1994 5.01% -0.19% 1.32% 1.19% -30.00% -7.93% 1995 36.87% 42.80% 37.54% 30.69% 35.81% 17.83% 27.30% 27.33% 1996 28.89% 25.08% 22.94% 19.85% 21.51% 20.55% 37.50% 28.98% 1997 24.94% 37.83% 33.35% 30.26% 31.70% 16.44% -17.66% 7.91% 1998 18.15% 4.33% 28.58% 13.20% 23.94% 12.20% -2.72% 21.97% 9.21% 1999 27.21% -4.08% 21.04% 14.11% 20.90% 17.44% 73.42% 26.82% 39.36% 2000 -4.71% 24.86% -9.10% 15.86% -7.47% -18.58% -9.36% -13.94% -10.88% 2001 -5.43% 13.09% -11.88% 1.45% -11.40% -23.67% -22.40% -15.91% -17.17% 2002 -15.01% -3.94% -22.09% -14.54% -21.53% -29.52% -15.61% -18.98% -20.05% 2003 28.26% 30.16% 28.67% 36.61% 31.04% 26.27% 41.82% 34.63% 32.12% 2004 5.30% 18.14% 10.87% 18.39% 11.94% 20.80% 16.95% 15.75% 14.35% 2005 1.72% 3.79% 4.91% 10.93% 6.15% 12.45% 8.68% 11.37% 7.61% 2006 19.03% 19.54% 15.78% 11.89% 15.80% 40.25% 38.58% 21.53% 32.62% 2007 8.87% -5.16% 5.49% 5.18% 5.24% 0.10% 42.82% 12.18% 17.26% 2008 -31.92% -30.97% -36.99% -34.67% -37.30% -54.74% -46.03% -41.85% -44.23% 2009 22.70% 11.13% 26.47% 33.48% 28.36% 33.98% 56.42% 35.41% 37.70% 2010 14.10% 18.32% 15.08% 26.55% 16.95% 13.44% 8.29% 13.21% 11.94% 2011 8.34% 12.42% 2.09% -0.92% 1.00% -13.70% -17.27% -6.86% -7.55% 2012 10.23% 10.84% 15.99% 17.40% 16.40% 27.18% 27.66% 16.80% 21.69% 2013 21.02% 25.31% 25.29% 29.48% 26.46% 30.28% 6.02% 19.56% 19.11% 2014 2.67% 9.86% 7.12% 6.18% 6.93% 1.18% 1.99% 6.50% 1.95% (thru 6/30) ______________________ See "Notes to Comparison of Hypothetical Total Return" on page 72. Page 71 NOTES TO COMPARISON OF HYPOTHETICAL TOTAL RETURN (1) The Strategy stocks for each Strategy for a given year consist of the common stocks selected by applying the respective Strategy as of the beginning of the period (and not the date the Trusts actually sell Units). (2) With the exception of the Hang Seng Index for the periods 12/31/1986 through 12/31/1992, hypothetical Total Return represents the sum of the change in market value of each group of stocks between the first and last trading day of a period plus the total dividends paid on each group of stocks during such period divided by the opening market value of each group of stocks as of the first trading day of a period. Hypothetical Total Return figures assume that all dividends are reinvested in the same manner as the corresponding Trust (monthly or semi-annually) for the hypothetical Strategy returns and monthly in the case of Index returns (except for the S&P 1000 Index, which assumes daily reinvestment of dividends) and all returns are stated in terms of U.S. dollars. For the periods 12/31/1986 through 12/31/1992, hypothetical Total Return on the Hang Seng Index does not include any dividends paid. Hypothetical Strategy figures reflect the deduction of sales charges and expenses as listed in the "Fee Table," but have not been reduced by estimated brokerage commissions paid by Trusts in acquiring Securities or any taxes incurred by investors. Based on the year-by-year hypothetical returns contained in the tables, over the full years as listed above, with the exception of The Dow(R) Target Dividend Strategy, each hypothetical Strategy would have hypothetically achieved a greater average annual total return than that of its corresponding index: Hypothetical Average Annual Strategy Total Return Corresponding Index Index Returns _____________________________________________________________________________________________________________________________ The Dow(R) Target 5 Strategy 12.91% DJIA(R) (from 12/31/71 through 12/31/13) 10.96% The Dow(R) Target Dividend Strategy 12.04% Dow Jones U.S. Select Dividend Index(sm) 12.12% S&P 500 Index (from 12/31/91 through 12/31/13) 9.17% Global Target 15 Strategy 11.55% Cumulative International Index 10.65% S&P Target 24 Strategy 11.40% S&P 500 Index (from 12/31/85 through 12/31/13) 10.57% S&P Target SMid 60 Strategy 14.39% S&P 1000 Index 12.73% Target Diversified Dividend Strategy 13.44% Russell 3000(R) Index 9.80% Target Dividend Multi-Strategy 10.75% S&P 500 Index (from 12/31/94 through 12/31/13) 9.64% Target Double Play Strategy 14.41% S&P 500 Index (from 12/31/91 through 12/31/13) 9.17% Target Focus Four Strategy 13.47% S&P 500 Index (from 12/31/95 through 12/31/13) 8.27% Target Focus Five Strategy 12.40% S&P 500 Index (from 12/31/95 through 12/31/13) 8.27% Target Global Dividend Leaders Strategy 12.96% MSCI All Country World Index 6.07% Target Growth Strategy 11.79% S&P 500 Index (from 12/31/94 through 12/31/13) 9.64% Target Triad Strategy 11.58% S&P 500 Index (from 12/31/95 through 12/31/13) 8.27% Target VIP Strategy 12.24% S&P 500 Index (from 12/31/89 through 12/31/13) 9.43% Value Line(R) Target 25 Strategy 17.20% S&P 500 Index (from 12/31/84 through 12/31/13) 11.24% Simulated returns are hypothetical, meaning that they do not represent actual trading, and, thus, may not reflect material economic and market factors, such as liquidity constraints, that may have had an impact on actual decision making. The hypothetical performance is the retroactive application of the Strategy designed with the full benefit of hindsight. (3) The combination of the DJIA(R), the FT Index and the Hang Seng Index (the "Cumulative International Index") Returns represent the weighted average of the annual returns of the stocks contained in the FT Index, Hang Seng Index and DJIA(R). The Cumulative International Index Returns are weighted in the same proportions as the index components appear in the Global Target 15 Portfolio. For instance, the Cumulative International Index is weighted as follows: DJIA(R), 33-1/3%; FT Index, 33-1/3%; Hang Seng Index, 33- 1/3%. Cumulative International Index Returns do not represent an actual index. (4) Source of Index Total Returns: Bloomberg L.P. Source of Hypothetical Strategy Total Returns: Bloomberg L.P., COMPUSTAT and FactSet. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
Page 72 Public Offering The Public Offering Price. Units will be purchased at the Public Offering Price, the price per Unit of which is comprised of the following: - The aggregate underlying value of the Securities; - The amount of any cash in the Income and Capital Accounts; - Dividends receivable on Securities; and - The maximum sales charge (which combines an initial upfront sales charge, a deferred sales charge and the creation and development fee). The price you pay for your Units will differ from the amount stated under "Summary of Essential Information" due to various factors, including fluctuations in the prices of the Securities, changes in the relevant currency exchange rates, changes in the applicable commissions, stamp taxes, custodial fees and other costs associated with foreign trading, and changes in the value of the Income and/or Capital Accounts. Although you are not required to pay for your Units until three business days following your order (the "date of settlement"), you may pay before then. You will become the owner of Units ("Record Owner") on the date of settlement if payment has been received. If you pay for your Units before the date of settlement, we may use your payment during this time and it may be considered a benefit to us, subject to the limitations of the Securities Exchange Act of 1934, as amended. Organization Costs. Securities purchased with the portion of the Public Offering Price intended to be used to reimburse the Sponsor for a Trust's organization costs (including costs of preparing the registration statement, the Indenture and other closing documents, registering Units with the Securities and Exchange Commission ("SEC") and states, licensing fees required for the establishment of certain of the Trusts under licensing agreements which provide for full payment of the licensing fees not later than the conclusion of the organization expense period, the initial audit of each Trust's statement of net assets, legal fees and the initial fees and expenses of the Trustee) will be purchased in the same proportionate relationship as all the Securities contained in a Trust. Securities will be sold to reimburse the Sponsor for a Trust's organization costs at the end of the initial offering period (a significantly shorter time period than the life of the Trusts). During the initial offering period, there may be a decrease in the value of the Securities. To the extent the proceeds from the sale of these Securities are insufficient to repay the Sponsor for Trust organization costs, the Trustee will sell additional Securities to allow a Trust to fully reimburse the Sponsor. In that event, the net asset value per Unit of a Trust will be reduced by the amount of additional Securities sold. Although the dollar amount of the reimbursement due to the Sponsor will remain fixed and will never exceed the per Unit amount set forth for a Trust in "Notes to Statements of Net Assets," this will result in a greater effective cost per Unit to Unit holders for the reimbursement to the Sponsor. To the extent actual organization costs are less than the estimated amount, only the actual organization costs will ultimately be charged to a Trust. When Securities are sold to reimburse the Sponsor for organization costs, the Trustee will sell Securities, to the extent practicable, which will maintain the same proportionate relationship among the Securities contained in a Trust as existed prior to such sale. Minimum Purchase. The minimum amount per account you can purchase of a Trust is generally $1,000 worth of Units ($500 if you are purchasing Units for your Individual Retirement Account or any other qualified retirement plan), but such amounts may vary depending on your selling firm. Maximum Sales Charge. The maximum sales charge is comprised of a transactional sales charge and a creation and development fee. After the initial offering period the maximum sales charge will be reduced by 0.50%, to reflect the amount of the previously charged creation and development fee. Transactional Sales Charge. The transactional sales charge you will pay has both an initial and a deferred component. Initial Sales Charge. The initial sales charge, which you will pay at the time of purchase, is equal to the difference between the maximum sales charge of 2.95% of the Public Offering Price and the sum of the maximum remaining deferred sales charge and creation and development fee (initially $.195 per Unit). On the Initial Date of Deposit, the initial sales charge is equal to approximately 1.00% of the Public Offering Price of a Unit. Thereafter, it will vary from 1.00% depending on the purchase price of your Units and as deferred sales charge and creation and development fee payments are made. When the Public Offering Price exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of the Public Offering Price. Monthly Deferred Sales Charge. In addition, three monthly deferred sales charges of approximately $.0484 per Unit will be deducted from a Trust's assets on approximately the twentieth day of each month from October 20, 2014 through December 19, 2014. If you buy Units at a price of less than Page 73 $10.00 per Unit, the dollar amount of the deferred sales charge will not change, but the deferred sales charge on a percentage basis will be more than 1.45% of the Public Offering Price. Creation and Development Fee. As Sponsor, we will also receive, and the Unit holders will pay, a creation and development fee. See "Expenses and Charges" for a description of the services provided for this fee. The creation and development fee is a charge of $.050 per Unit collected at the end of the initial offering period. If you buy Units at a price of less than $10.00 per Unit, the dollar amount of the creation and development fee will not change, but the creation and development fee on a percentage basis will be more than 0.50% of the Public Offering Price. Discounts for Certain Persons. The maximum sales charge is 2.95% per Unit and the maximum dealer concession is 2.25% per Unit. However, if you invest at least $50,000 including any proceeds as described below (except if you are purchasing for "Fee Accounts" as described below), the maximum sales charge for the amount of the investment eligible to receive the reduced sales charge is reduced as follows: Your maximum Dealer If you invest sales charge concession (in thousands):* will be: will be: ________________________________________________________ $50 but less than $100 2.70% 2.00% $100 but less than $250 2.45% 1.75% $250 but less than $500 2.20% 1.50% $500 but less than $1,000 1.95% 1.25% $1,000 or more 1.40% 0.75% *The breakpoints will be adjusted to take into consideration purchase orders stated in dollars which cannot be completely fulfilled due to the requirement that only whole Units be issued. The reduced sales charge for quantity purchases will apply only to purchases not eligible for the Rollover, redemption or termination proceeds discount set forth below made by the same person on any one day from any one dealer. To help you reach the above levels, you can combine the Units you purchase of a Trust with any other same day purchases of other trusts for which we are Principal Underwriter and are currently in the initial offering period. In addition, we will also consider Units you purchase in the name of your spouse, or the equivalent if recognized under local law, or child (including step-children) under the age of 21 living in the same household to be purchases by you. The reduced sales charges will also apply to a trustee or other fiduciary purchasing Units for a single trust estate or single fiduciary account including pension, profit sharing or employee benefit plans, as well as multiple-employee benefit plans of a single employer or affiliated employers (provided they are not aggregated with personal accounts). You must inform your dealer of any combined purchases before the sale in order to be eligible for the reduced sales charge. You are entitled to use your Rollover proceeds from a previous series of a Trust, or redemption or termination proceeds from any unit investment trust (regardless of who was sponsor) to purchase Units of a Trust during the initial offering period at the Public Offering Price less 1.00% (for purchases of $1,000,000 or more, the maximum sales charge will be limited to 1.40% of the Public Offering Price), but you will not be eligible to receive the reduced sales charges described in the above table with respect to such proceeds. Please note that if you purchase Units of a Trust in this manner using redemption proceeds from trusts which assess the amount of any remaining deferred sales charge at redemption, you should be aware that any deferred sales charge remaining on these units will be deducted from those redemption proceeds. In order to be eligible to receive the reduced sales charge described in this paragraph, the trade date of the Rollover, redemption or termination resulting in the receipt of such proceeds must have occurred within 30 calendar days prior to your Unit purchase. In addition, this program will only be available for investors that utilize the same broker/dealer (or a different broker/dealer with appropriate notification) for both the Unit purchase and the transaction resulting in the receipt of the Rollover, termination or redemption proceeds used for the Unit purchase and such transaction must be from the same account. You may be required to provide appropriate documentation or other information to your broker/dealer to evidence your eligibility for this reduced sales charge program. If you are purchasing Units for an investment account, the terms of which provide that your registered investment advisor or registered broker/dealer (a) charges periodic fees in lieu of commissions; (b) charges for financial planning, investment advisory or asset management services; or (c) charges a comprehensive "wrap fee" or similar fee for these or comparable services ("Fee Accounts"), you will not be assessed the transactional sales charge described in this section on such purchases. These Units will be designated as Fee Account Units and, depending upon the purchase instructions we receive, assigned either a Fee Account Cash CUSIP Number, if you elect to have distributions paid Page 74 to you, or a Fee Account Reinvestment CUSIP Number, if you elect to have distributions reinvested into additional Units of a Trust. Certain Fee Account Unit holders may be assessed transaction or other account fees on the purchase and/or redemption of such Units by their registered investment advisor, broker/dealer or other processing organizations for providing certain transaction or account activities. Fee Account Units are not available for purchase in the secondary market. We reserve the right to limit or deny purchases of Units not subject to the transactional sales charge by investors whose frequent trading activity we determine to be detrimental to the Trusts. Employees, officers and directors (and immediate family members) of the Sponsor, our related companies, and dealers and their affiliates will purchase Units at the Public Offering Price less the applicable dealer concession, subject to the policies of the related selling firm. Immediate family members include spouses, or the equivalent if recognized under local law, children or step-children under the age of 21 living in the same household, parents or step-parents and trustees, custodians or fiduciaries for the benefit of such persons. Only employees, officers and directors of companies that allow their employees to participate in this employee discount program are eligible for the discounts. You will be charged the deferred sales charge per Unit regardless of any discounts. However, if you are eligible to receive a discount such that the maximum sales charge you must pay is less than the applicable maximum deferred sales charge, including Fee Account Units, you will be credited additional Units with a dollar value equal to the difference between your maximum sales charge and the maximum deferred sales charge at the time you buy your Units. If you elect to have distributions reinvested into additional Units of a Trust, in addition to the reinvestment Units you receive you will also be credited additional Units with a dollar value at the time of reinvestment sufficient to cover the amount of any remaining deferred sales charge and creation and development fee to be collected on such reinvestment Units. The dollar value of these additional credited Units (as with all Units) will fluctuate over time, and may be less on the dates deferred sales charges or the creation and development fee are collected than their value at the time they were issued. The Value of the Securities. The Evaluator will determine the aggregate underlying value of the Securities in a Trust as of the Evaluation Time on each business day and will adjust the Public Offering Price of the Units according to this valuation. This Public Offering Price will be effective for all orders received before the Evaluation Time on each such day. If we or the Trustee receive orders for purchases, sales or redemptions after that time, or on a day which is not a business day, they will be held until the next determination of price. The term "business day" as used in this prospectus shall mean any day on which the NYSE is open. The aggregate underlying value of the Securities in the Trusts will be determined as follows: if the Securities are listed on a national or foreign securities exchange or The NASDAQ Stock Market(R), their value shall generally be based on the closing sale price on the exchange or system which is the principal market therefore ("Primary Exchange"), which shall be deemed to be the NYSE if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as the basis for evaluation). In the event a closing sale price on the Primary Exchange is not published, the Securities will be valued based on the last trade price on the Primary Exchange. If no trades occur on the Primary Exchange for a specific trade date, the value will be based on the closing sale price from, in the opinion of the Evaluator, an appropriate secondary exchange, if any. If no trades occur on the Primary Exchange or any appropriate secondary exchange on a specific trade date, the Evaluator will determine the value of the Securities using the best information available to the Evaluator, which may include the prior day's evaluated price. If the Security is an American Depositary Receipt ("ADR"), Global Depositary Receipt ("GDR") or other similar security in which no trade occurs on the Primary Exchange or any appropriate secondary exchange on a specific trade date, the value will be based on the evaluated price of the underlying security, determined as set forth above, after applying the appropriate ADR/GDR ratio, the exchange rate and such other information which the Evaluator deems appropriate. For purposes of valuing Securities traded on The NASDAQ Stock Market(R), closing sale price shall mean the NASDAQ(R) Official Closing Price as determined by The NASDAQ Stock Market LLC. If the Securities are not so listed or, if so listed and the principal market therefore is other than on the Primary Exchange or any appropriate secondary exchange, the value shall generally be based on the current ask price on the over-the-counter market (unless the Evaluator deems such price inappropriate as a basis for evaluation). If current ask prices are unavailable, the value is generally determined (a) on the basis of current ask prices for comparable securities, (b) by appraising the value of the Securities on the ask side of the market, or (c) any combination of the above. If such prices are in a currency other than U.S. dollars, the value of such Security shall be converted to U.S. dollars based on current exchange rates (unless the Evaluator deems such prices inappropriate as a basis for evaluation). If the Evaluator deems a price determined as set forth above to be inappropriate as the basis for evaluation, the Evaluator shall use such other information available to the Evaluator which it deems appropriate as the basis for determining the value of a Security. After the initial offering period is over, the aggregate underlying value of the Securities will be determined as set forth above, except that bid prices are used instead of ask prices when necessary. Page 75 Distribution of Units We intend to qualify Units of the Trusts for sale in a number of states. All Units will be sold at the then current Public Offering Price. The Sponsor compensates intermediaries, such as broker/dealers and banks, for their activities that are intended to result in sales of Units of the Trusts. This compensation includes dealer concessions described in the following section and may include additional concessions and other compensation and benefits to broker/dealers and other intermediaries. Dealer Concessions. Dealers and other selling agents can purchase Units at prices which reflect a concession or agency commission of 2.25% of the Public Offering Price per Unit, subject to the reduced concession applicable to volume purchases as set forth in "Public Offering-Discounts for Certain Persons." However, for Units subject to a transactional sales charge which are purchased using redemption or termination proceeds or on purchases by Rollover Unit holders, this amount will be reduced to 1.30% of the sales price of these Units (0.75% for purchases of $1,000,000 or more). Eligible dealer firms and other selling agents who, during the previous consecutive 12-month period through the end of the most recent month, sold primary market units of unit investment trusts sponsored by us in the dollar amounts shown below will be entitled to the following additional sales concession on primary market sales of units during the current month of unit investment trusts sponsored by us: Total sales Additional (in millions) Concession ____________________________________________________ $25 but less than $100 0.050% $100 but less than $150 0.075% $150 but less than $250 0.100% $250 but less than $500 0.115% $500 but less than $750 0.125% $750 but less than $1,000 0.130% $1,000 but less than $1,500 0.135% $1,500 but less than $2,000 0.140% $2,000 but less than $3,000 0.150% $3,000 but less than $4,000 0.160% $4,000 but less than $5,000 0.170% $5,000 or more 0.175% Dealers and other selling agents will not receive a concession on the sale of Units which are not subject to a transactional sales charge, but such Units will be included in determining whether the above volume sales levels are met. Eligible dealer firms and other selling agents include clearing firms that place orders with First Trust and provide First Trust with information with respect to the representatives who initiated such transactions. Eligible dealer firms and other selling agents will not include firms that solely provide clearing services to other broker/dealer firms or firms who place orders through clearing firms that are eligible dealers. We reserve the right to change the amount of concessions or agency commissions from time to time. Certain commercial banks may be making Units of the Trusts available to their customers on an agency basis. A portion of the transactional sales charge paid by these customers is kept by or given to the banks in the amounts shown above. Other Compensation and Benefits to Broker/Dealers. The Sponsor, at its own expense and out of its own profits, currently provides additional compensation and benefits to broker/dealers who sell Units of these Trusts and other First Trust products. This compensation is intended to result in additional sales of First Trust products and/or compensate broker/dealers and financial advisors for past sales. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, but are not limited to, the level or type of services provided by the intermediary, the level or expected level of sales of First Trust products by the intermediary or its agents, the placing of First Trust products on a preferred or recommended product list, access to an intermediary's personnel, and other factors. The Sponsor makes these payments for marketing, promotional or related expenses, including, but not limited to, expenses of entertaining retail customers and financial advisers, advertising, sponsorship of events or seminars, obtaining information about the breakdown of unit sales among an intermediary's representatives or offices, obtaining shelf space in broker/dealer firms and similar activities designed to promote the sale of the Sponsor's products. The Sponsor makes such payments to a substantial majority of intermediaries that sell First Trust products. The Sponsor may also make certain Page 76 payments to, or on behalf of, intermediaries to defray a portion of their costs incurred for the purpose of facilitating Unit sales, such as the costs of developing or purchasing trading systems to process Unit trades. Payments of such additional compensation described in this and the preceding paragraph, some of which may be characterized as "revenue sharing," may create an incentive for financial intermediaries and their agents to sell or recommend a First Trust product, including these Trusts, over products offered by other sponsors or fund companies. These arrangements will not change the price you pay for your Units. Advertising and Investment Comparisons. Advertising materials regarding a Trust may discuss several topics, including: developing a long-term financial plan; working with your financial professional; the nature and risks of various investment strategies and unit investment trusts that could help you reach your financial goals; the importance of discipline; how a Trust operates; how securities are selected; various unit investment trust features such as convenience and costs; and options available for certain types of unit investment trusts. These materials may include descriptions of the principal businesses of the companies represented in each Trust, research analysis of why they were selected and information relating to the qualifications of the persons or entities providing the research analysis. In addition, they may include research opinions on the economy and industry sectors included and a list of investment products generally appropriate for pursuing those recommendations. From time to time we may compare the estimated returns of a Trust (which may show performance net of the expenses and charges a Trust would have incurred) and returns over specified periods of other similar trusts we sponsor in our advertising and sales materials, with (1) returns on other taxable investments such as the common stocks comprising various market indexes, corporate or U.S. Government bonds, bank CDs and money market accounts or funds, (2) performance data from Morningstar Publications, Inc. or (3) information from publications such as Money, The New York Times, U.S. News and World Report, Bloomberg Businessweek, Forbes or Fortune. The investment characteristics of each Trust differ from other comparative investments. You should not assume that these performance comparisons will be representative of a Trust's future performance. We may also, from time to time, use advertising which classifies trusts or portfolio securities according to capitalization and/or investment style. The Sponsor's Profits We will receive a gross sales commission equal to the maximum transactional sales charge per Unit for each Trust less any reduction as stated in "Public Offering." We will also receive the amount of any collected creation and development fee. Also, any difference between our cost to purchase the Securities and the price at which we sell them to a Trust is considered a profit or loss (see Note 2 of "Notes to Schedules of Investments"). During the initial offering period, dealers and others may also realize profits or sustain losses as a result of fluctuations in the Public Offering Price they receive when they sell the Units. In maintaining a market for the Units, any difference between the price at which we purchase Units and the price at which we sell or redeem them will be a profit or loss to us. The Secondary Market Although not obligated, we may maintain a market for the Units after the initial offering period and continuously offer to purchase Units at prices based on the Redemption Price per Unit. We will pay all expenses to maintain a secondary market, except the Evaluator fees and Trustee costs to transfer and record the ownership of Units. We may discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE (OR THE FTPS UNIT SERVICING AGENT IN THE CASE OF FTPS UNITS). If you sell or redeem your Units before you have paid the total deferred sales charge on your Units, you will have to pay the remainder at that time. How We Purchase Units The Trustee (or the FTPS Unit Servicing Agent in the case of FTPS Units) will notify us of any tender of Units for redemption. If our bid at that time is equal to or greater than the Redemption Price per Unit, we may purchase the Units. You will receive your proceeds from the sale no later than if they were redeemed by the Trustee. We may tender Units we hold to the Trustee for redemption as any other Units. If we elect not to purchase Units, the Trustee (or the FTPS Unit Servicing Agent in the case of FTPS Units) may sell tendered Units in the over-the-counter market, if any. However, the amount you will receive is the same as you would have received on redemption of the Units. Expenses and Charges The estimated annual expenses of each Trust are listed under "Fee Table." If actual expenses of a Trust exceed the estimate, that Trust will bear the excess. The Trustee will pay operating expenses of the Trusts from the Income Account of such Trust if funds are available, and then from the Capital Account. The Income and Capital Accounts are non- interest-bearing to Unit holders, so the Trustee may earn interest on these funds, thus benefiting from their use. Page 77 First Trust Advisors L.P., an affiliate of ours, acts as both Portfolio Supervisor and Evaluator to the Trusts, and will be compensated for providing portfolio supervisory services and evaluation services as well as bookkeeping and other administrative services to the Trusts. In providing portfolio supervisory services, the Portfolio Supervisor may purchase research services from a number of sources, which may include underwriters or dealers of the Trusts. As Sponsor, we will receive brokerage fees when the Trusts use us (or an affiliate of ours) as agent in buying or selling Securities. As authorized by the Indenture, the Trustee may employ a subsidiary or affiliate of the Trustee to act as broker to execute certain transactions for a Trust. Each Trust will pay for such services at standard commission rates. FTP Services LLC, an affiliate of ours, acts as FTPS Unit Servicing Agent to the Trusts with respect to the Trusts' FTPS Units. FTPS Units are Units which are purchased and sold through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC. In all other respects, FTPS Units are identical to other Units. FTP Services LLC will be compensated for providing shareholder services to the FTPS Units. The fees payable to First Trust Advisors L.P., FTP Services LLC and the Trustee are based on the largest aggregate number of Units of a Trust outstanding at any time during the calendar year, except during the initial offering period, in which case these fees are calculated based on the largest number of Units outstanding during the period for which compensation is paid. These fees may be adjusted for inflation without Unit holders' approval, but in no case will the annual fee paid to us or our affiliates for providing a given service to all unit investment trusts for which we provide such services be more than the actual cost of providing such services in such year. As Sponsor, we will receive a fee from each Trust for creating and developing the Trusts, including determining each Trust's objectives, policies, composition and size, selecting service providers and information services and for providing other similar administrative and ministerial functions. The "creation and development fee" is a charge of $.050 per Unit outstanding at the end of the initial offering period. The Trustee will deduct this amount from a Trust's assets as of the close of the initial offering period. We do not use this fee to pay distribution expenses or as compensation for sales efforts. This fee will not be deducted from your proceeds if you sell or redeem your Units before the end of the initial offering period. In addition to a Trust's operating expenses and those fees described above, the Trusts may also incur the following charges: - All legal expenses of the Trustee according to its responsibilities under the Indenture; - The expenses and costs incurred by the Trustee to protect a Trust and your rights and interests; - Fees for any extraordinary services the Trustee performed under the Indenture; - Payment for any loss, liability or expense the Trustee incurred without negligence, bad faith or willful misconduct on its part, in connection with its acceptance or administration of a Trust; - Payment for any loss, liability or expenses we incurred without negligence, bad faith or willful misconduct in acting as Sponsor of a Trust; - Foreign custodial and transaction fees (which may include compensation paid to the Trustee or its subsidiaries or affiliates), if any; and/or - All taxes and other government charges imposed upon the Securities or any part of a Trust. The above expenses and the Trustee's annual fee are secured by a lien on the Trusts. In addition, if there is not enough cash in the Income or Capital Accounts, the Trustee has the power to sell Securities to make cash available to pay these charges which may result in capital gains or losses to you. See "Tax Status." Tax Status Federal Tax Matters. This section summarizes some of the main U.S. federal income tax consequences of owning Units of a Trust. This section is current as of the date of this prospectus. Tax laws and interpretations change frequently, and these summaries do not describe all of the tax consequences to all taxpayers. For example, except as specifically provided below, these summaries generally do not describe your situation if you are a corporation, a non U.S. person, a broker/dealer, or other investor with special circumstances. In addition, this section may not describe your state, local or foreign tax consequences. This federal income tax summary is based in part on the advice and opinion of counsel to the Sponsor. The Internal Revenue Service ("IRS") could disagree with any conclusions set forth in this section. In addition, our counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Trusts. This may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. Page 78 As with any investment, you should seek advice based on your individual circumstances from your own tax advisor. Grantor Trusts. --------------- The following discussion pertains to The Dow(R) Target 5 Portfolio, The Dow(R) Target Dividend Portfolio, Global Target 15 Portfolio, S&P Target 24 Portfolio and Value Line(R) Target 25 Portfolio, which are considered grantor trusts under federal tax laws. Trust Status. The Trusts are considered grantor trusts under federal tax laws. In grantor trusts, investors are deemed for federal tax purposes, to own the underlying assets of the trust directly. All taxability issues are taken into account at the Unit holder level. Income passes through to Unit holders as realized by the Trust. Income is reported gross of expenses. Expenses are separately reported based on a percentage of distributions. Generally, the cash received by Unit holders is the net of income and expenses reported. The grantor trust structure is a widely held fixed investment trust ("WHFIT"), and falls under what is commonly referred to as the WHFIT regulations. If a Trust is at all times operated in accordance with the documents establishing the Trust and certain requirements of federal income tax law are met, the Trust will not be taxed as a corporation for federal income tax purposes. As a Unit owner, you will be treated as the owner of a pro rata portion of each of the Trust Assets, and as such you will be considered to have received a pro rata share of income (e.g., dividends and capital gains, if any) from each Trust Asset when such income would be considered to be received by you if you directly owned the Trust Assets. As a result, you may be required to recognize for federal income tax purposes income with respect to the Trust Assets in one year even if you do not receive the corresponding distribution from the Trust, or do not receive the corresponding distribution from the Trust until a later year. This is also true even if you elect to have your distributions reinvested into additional Units. In addition, the income from Trust Assets that you must take into account for federal income tax purposes is not reduced by amounts used to pay sales charges or Trust expenses. Under the "Health Care and Education Reconciliation Act of 2010," income from a Trust may also be subject to a new 3.8% "Medicare tax" imposed for taxable years beginning after 2012. This tax will generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals. Assets of the Trusts. Each Trust may hold one or more of the following: (i) shares of stock in corporations (the "Stocks") that are treated as equity for federal income tax purposes, and/or (ii) equity interests (the "REIT Shares") in REITs that constitute interests in entities treated as real estate investment trusts for federal income tax purposes. It is possible that a Trust will also hold other assets, including assets that are treated differently for federal income tax purposes from those described above, in which case you will have federal income tax consequences different from or in addition to those described in this section. All of the assets held by a Trust constitute the "Trust Assets." Neither our counsel nor we have analyzed the proper federal income tax treatment of a Trust's Assets and thus neither our counsel nor we have reached a conclusion regarding the federal income tax treatment of a Trust's Assets. Income from the Trusts. Under the applicable federal income tax reporting rules relating to grantor trusts such as the Trusts, the Trustee reports the income of the Trust to brokers and dealers (or if the Units are held directly by the investor, the investor) using factors that enable the broker or dealers to determine taxability. A Form 1099 is then generally issued reflecting the income as determined using the factors. Because the time income is recognized by the Trust may differ from the time a distribution is made to you, you may be required to recognize for federal income tax purposes income with respect to the Trust Assets in one year even if you do not receive the corresponding distribution from the Trust, or do not receive the corresponding distribution from the Trust until a later year. Dividends from Stocks. Ordinary income dividends received by an individual Unit holder from a grantor trust are generally taxed at the same rates that apply to net capital gain, as discussed below, provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by a Trust itself. Dividends that do not meet these requirements will generally be taxed at ordinary income rates. Each Trust will provide notice to its Unit holders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates. Dividends from REIT Shares. Some dividends on the REIT Shares may be designated as "capital gain dividends," generally taxable to you as long-term capital gains. Other dividends on the REIT Shares will generally be taxable to you as ordinary income. Certain ordinary income dividends from a REIT may Page 79 qualify to be taxed at the same rates that apply to net capital gain, as discussed above, provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the REIT itself. Dividends that do not meet these requirements will generally be taxed at ordinary income rates. Each trust will provide notice to their shareholders of the amount of any distribution that may be taken into account as a dividend that is eligible for the capital gains tax rates. If you hold a Unit for six months or less or if your Trust holds a REIT Share for six months or less, any loss incurred by you related to the disposition of such REIT Share will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received (or deemed to have been received) with respect to such REIT Share. Distributions of income or capital gains declared on the REIT Shares in October, November or December will be deemed to have been paid to you on December 31 of the year they are declared, even when paid by the REIT during the following January. Dividends Received Deduction. Generally, a domestic corporation owning Units in a Trust may be eligible for the dividends received deduction with respect to such Unit owner's pro rata portion of certain types of dividends received by such Trust. However, a corporation that owns Units generally will not be entitled to the dividends received deduction with respect to dividends from most foreign corporations or from REITs. Your Tax Basis and Income or Loss upon Disposition. If your Trust disposes of Trust Assets, you will generally recognize gain or loss. If you dispose of your Units or redeem your Units for cash, you will also generally recognize gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in the related Trust Assets from your share of the total amount received in the transaction. You can generally determine your initial tax basis in each Trust Asset by apportioning the cost of your Units, including sales charges, among the Trust Assets ratably according to their values on the date you acquire your Units. In certain circumstances, however, you may have to use information, or factors, provided by the Trustee to adjust your tax basis after you acquire your Units (for example, in the case of certain corporate events affecting an issuer, such as stock splits or mergers, or in the case of certain dividends that exceed a corporation's accumulated earnings and profits, or in the case of certain distributions with respect to REIT Shares that represent a return of capital). Trusts that are grantor trusts provide basis information in the form of factors provided under the WHFIT regulations. Cost basis reporting will treat each security included in the portfolio of a Trust as a separate item. If you reinvest the proceeds of a disposition of your Units or a disposition of assets by the Trust, all or a portion of any loss you may recognize on the disposition may be disallowed if your reinvestment is in stocks held directly or indirectly through the Trust. If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% (0% for certain taxpayers in the 10% or 15% tax brackets). An additional 3.8% "Medicare tax" may also apply to gain from the sale or redemption of Units in a Trust, subject to the income thresholds as described above. Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your Units to determine your holding period. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Internal Revenue Code, however, treats certain capital gains as ordinary income in special situations. Capital gain received from assets held for more than one year that is considered "unrecaptured section 1250 gain" (which may be the case, for example, with some capital gains attributable to the REIT Shares) is taxed at a maximum stated tax rate of 25%. In the case of capital gains dividends, the determination of which portion of the capital gains dividend, if any, is subject to the 25% tax rate will be made based on rules prescribed by the United States Treasury. In-Kind Distributions. Under certain circumstances as described in this prospectus, you may request an In-Kind Distribution of Trust Assets when you redeem your Units at any time prior to 30 business days before a Trust's Mandatory Termination Date. However, this ability to request an In-Kind Distribution will terminate at any time that the number of outstanding Units has been reduced to 10% or less of the highest number of Units issued by a Trust. By electing to receive an In-Kind Distribution, you will receive Trust Assets plus, possibly, cash. YOU WILL NOT RECOGNIZE GAIN OR LOSS IF YOU ONLY RECEIVE WHOLE TRUST ASSETS IN EXCHANGE FOR THE IDENTICAL AMOUNT OF YOUR PRO RATA PORTION OF THE SAME TRUST ASSETS HELD BY YOUR TRUST. However, if you also receive cash in exchange for a Trust Asset or a fractional portion of a Trust Asset, you will generally recognize gain or loss based on the difference between the amount of cash you receive and your tax basis in such Trust Asset or fractional portion. Rollovers. If you elect to be a Rollover Unit holder and have your proceeds from your Trust rolled over into a future series of such Trust, it is considered a sale for federal income tax purposes and any gain on the sale will be treated as a capital gain, and any loss will be treated as a capital loss. However, any loss you incur in connection with the exchange of your Units of the Trusts for units of the next series will generally be disallowed with respect to this deemed sale and subsequent deemed repurchase, to the extent the two trusts have substantially identical Trust Assets under the wash sale provisions of the Internal Revenue Code. Limitations on the Deductibility of Trust Expenses. Generally, for federal income tax purposes, you must take into account your full pro rata share of your Trust's income, even if some of that income is used to pay Trust expenses. You may deduct your pro rata share of each expense paid by your Trust to the same extent as if you directly paid the expense. You may be required to treat some or all of the expenses of your Trust as miscellaneous itemized deductions. Individuals may only deduct certain miscellaneous itemized deductions to the extent they exceed 2% of adjusted gross income. Certain individuals may also be subject to a phase-out of the deductibility of itemized deductions based upon their income. Foreign, State and Local Taxes. Some distributions by your Trust may be subject to foreign withholding taxes. Any income withheld will still be treated as income to you. Under the grantor trust rules, you are considered to have paid directly your share of any foreign taxes that are paid. Therefore, for U.S. tax purposes, you may be entitled to a foreign tax credit or deduction for those foreign taxes. Distributions may be subject to a U.S. withholding tax of 30% in the case of distributions to or dispositions by (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity's U.S. owners. Dispositions of Units by such persons may be subject to such withholding after December 31, 2016. You should also consult your tax advisor with respect to other U.S. tax withholding and reporting requirements. If any U.S. investor is treated as owning directly or indirectly 10% or more of the combined voting power of the stock of a foreign corporation, and all U.S. shareholders of that corporation collectively own more than 50% of the vote or value of the stock of that corporation, the foreign corporation may be treated as a controlled foreign corporation (a "CFC"). If you own 10% or more of a CFC (through a Trust and in combination with your other investments), or possibly if a Trust owns 10% or more of a CFC, you will be required to include certain types of the CFC's income in your taxable income for federal income tax purposes whether or not such income is distributed to your Trust or to you. A foreign corporation will generally be treated as a passive foreign investment company (a "PFIC") if 75% or more of its income is passive income or if 50% or more of its assets are held to produce passive income. If the Trust purchases shares in a PFIC, you may be subject to U.S. federal income tax on a portion of certain distributions or on gains from the disposition of such shares at rates that were applicable in prior years and any gain may be recharacterized as ordinary income that is not eligible for the lower net capital gains tax rate. Additional charges in the nature of interest may also be imposed on you. Certain elections may be available with respect to PFICs that would limit these consequences. However, these elections would require you to include certain income of the PFIC in your taxable income even if not distributed to the Trust or to you, or require you to annually recognize as ordinary income any increase in the value of the shares of the PFIC, thus requiring you to recognize income for federal income tax purposes in excess of your actual distributions from PFICs and proceeds from dispositions of PFIC stock during a particular year. Dividends paid by PFICs will not be eligible to be taxed at the net capital gains tax rate. Based on the advice of Carter Ledyard & Milburn, LLP, special counsel to the Trusts for New York tax matters, under the existing income tax laws of the State and City of New York, assuming that the Trusts are not treated as corporations for federal income tax purposes, the Trusts will not be taxed as corporations for New York State and New York City tax purposes, and the income of the Trusts will be treated as the income of the Unit holders in the same manner as for federal income tax purposes. You should consult your tax advisor regarding potential foreign, state or local taxation with respect to your Units. Foreign Investors. Distributions by your Trust that are treated as U.S. source income (e.g., dividends received on Stocks of domestic corporations) will generally be subject to U.S. income taxation and withholding in the case of Units held by nonresident alien individuals, foreign corporations or other non U.S. persons, subject to any applicable treaty. If you are a foreign investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you may not be subject to U.S. federal income taxes, including withholding Page 81 taxes, on some or all of the income from your Trust or on any gain from the sale or redemption of your Units, provided that certain conditions are met. You should consult your tax advisor with respect to the conditions you must meet in order to be exempt for U.S. tax purposes. You should also consult your tax advisor with respect to other U.S. tax withholding and reporting requirements. After December 31, 2016, proceeds from the disposition of Units and the allocation of proceeds from the sale of Securities may also be subject to withholding unless certain conditions are met. Regulated Investment Company Trusts. ------------------------------------ The following discussion pertains to the S&P Target SMid 60 Portfolio, Target Double Play Portfolio, Target Diversified Dividend Portfolio, Target Dividend Multi-Strategy Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio, Target Global Dividend Leaders Portfolio, Target Growth Portfolio, Target Triad Portfolio and Target VIP Portfolio, each of which intends to qualify as a "regulated investment company," commonly called a "RIC," under federal tax laws. Trust Status. Each Trust intends to qualify as a "RIC" under the federal tax laws. If a Trust qualifies as a RIC and distributes its income as required by the tax law, the Trust generally will not pay federal income taxes. For federal income tax purposes, you are treated as the owner of Trust shares and not of the assets held by the Trust. Taxability issues are taken into account at the trust level. Your federal income tax treatment of income from the Trust is based on the distributions paid by the Trust. Income From the Trusts. Trust distributions are generally taxable. After the end of each year, you will receive a tax statement that separates a Trust's distributions into ordinary dividends, capital gains dividends, and returns of capital. Income reported is generally net of expenses (but see Deductibility of Trust Expenses, below). Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from a Trust may be 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 have owned your Units. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Trust may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions from a Trust is not affected by whether you reinvest your distributions in additional Units or receive them in cash. The income from a Trust that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales charge, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Under the "Health Care and Education Reconciliation Act of 2010," income from your Trust may also be subject to a new 3.8% "Medicare tax" imposed for taxable years beginning after 2012. This tax will generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals. Distributions with Respect to Certain Stock Dividends. Ordinary income dividends received by an individual Unit holder from a regulated investment company are generally taxed at the same rates that apply to net capital gain, as discussed below, provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by a Trust itself. Dividends that do not meet these requirements will generally be taxed at ordinary income rates. Each Trust will provide notice to its Unit holders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates. Dividends Received Deduction. A corporation that owns Units generally will not be entitled to the dividends received deduction with respect to many dividends received from a Trust because the dividends received deduction is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by the Trust from certain corporations may be reported by the Trust as being eligible for the dividends received deduction. Sale or Redemption of Units. If you sell or redeem your Units, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your Units from the amount you receive in the transaction. Your tax basis in your Units is generally equal to the cost of your Units, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your Units. The information statement you receive in regard to the sale or redemption of your Units may contain information about your basis in the Units and whether any gain or loss recognized by you should be Page 82 considered long-term or short-term capital gain. The information reported to you is based upon rules that do not take into consideration all facts that may be known to you or your advisors. You should consult with your tax advisors about any adjustments that may need to be made to the information reported to you. Capital Gains and Losses. If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% (0% for certain taxpayers in the 10% or 15% tax brackets). An additional 3.8% "Medicare tax" may also apply to gain from the sale or redemption of Units of a Trust, subject to the income thresholds as described above. Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your Units to determine your holding period. However, if you receive a capital gain dividend from the Trust and sell your Units at a loss after holding them for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Internal Revenue Code treats certain capital gains as ordinary income in special situations. The Trusts will provide notice to its Unit holders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates. Capital gain received from assets held for more than one year that is considered "unrecaptured section 1250 gain" (which may be the case, for example, with some capital gains attributable to the REITs included in a Trust) is taxed at a maximum stated tax rate of 25%. In the case of capital gains dividends, the determination of which portion of the capital gains dividend, if any, is subject to the 25% tax rate, will be made based on rules prescribed by the United States Treasury. In-Kind Distributions. Under certain circumstances as described in this prospectus, you may request an In-Kind Distribution of Trust Assets when you redeem your Units at any time prior to 10 business days before a Trust's Mandatory Termination Date. By electing to receive an In-Kind Distribution, you will receive Trust Assets plus, possibly, cash. THIS DISTRIBUTION IS SUBJECT TO TAXATION, AND YOU WILL GENERALLY RECOGNIZE GAIN OR LOSS, GENERALLY BASED ON THE VALUE AT THAT TIME OF THE UNITS AND THE AMOUNT OF CASH RECEIVED. The IRS could, however, assert that a loss could not be currently deducted. Rollovers. If you elect to have your proceeds from your Trust rolled over into a future series of the Trust, the exchange would generally be considered a sale for federal income tax purposes. Deductibility of Trust Expenses. Expenses incurred and deducted by a Trust will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Trust expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individual's adjusted gross income. Also, certain individuals may also be subject to a phase-out of the deductibility of itemized deductions based upon their income. Investments in Certain Foreign Corporations. If a Trust holds an equity interest in any PFICs, which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, such Trust could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its Unit holders. Similarly, if a Trust invests in a fund (a "Portfolio Fund") that invests in PFICs, the Portfolio Fund may be subject to such taxes. The Trusts will not be able to pass through to its Unit holders any credit or deduction for such taxes whenever the taxes are imposed at the Trust level or on a Portfolio Fund. The Trusts (or the Portfolio Fund) may be able to make an election that could ameliorate these adverse tax consequences. In this case, the Trusts (or the Portfolio Fund) would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, the Trusts (or the Portfolio Fund) might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs will not be treated as qualified dividend income. Foreign Investors. If you are a foreign investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or Page 83 trust), you should be aware that, generally, subject to applicable tax treaties, distributions from the Trusts will be characterized as dividends for federal income tax purposes (other than dividends which a Trust properly reports as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, except as described below, distributions received by a foreign investor from a Trust that are properly reported by such Trust as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that a Trust makes certain elections and certain other conditions are met. Distributions may be subject to a U.S. withholding tax of 30% in the case of distributions to or dispositions by (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity's U.S. owners. Dispositions of Units by such persons may be subject to such withholding after December 31, 2016. Foreign Tax Credit. If at least 50% of the value of the total assets of a Trust (at the close of the taxable year) is represented by foreign securities or at least 50% of the value of the total assets of a Trust (at the close of each quarter of the taxable year) is represented by interests in other RICs, the tax statement that you receive may include an item showing foreign taxes such Trust paid to other countries. In this case, dividends taxed to you will include your share of the taxes such Trust paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes. You should consult your tax advisor regarding potential foreign, state or local taxation with respect to your Units. United Kingdom Taxation. The following summary describes certain important U.K. tax consequences for certain U.S. resident Unit holders who hold Units in the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio as capital assets. This summary is intended to be a general guide only and is subject to any changes in law interpretation or practice occurring after the date of this prospectus. You should consult your own tax advisor about your particular circumstances. Taxation of Dividends. A U.K. resident individual who receives a dividend from a U.K. company is generally entitled to a tax credit which is offset against U.K. income tax liabilities. As a U.S. resident Unit holder, you will not be able to claim any refund of the tax credit for dividends paid by U.K. companies. Taxation of Capital Gains. U.S. investors who are not resident for U.K. tax purposes in the United Kingdom will not generally be liable for U.K. tax on gains arising on the disposal of Units in the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio. However, they may be liable if, in the case of corporate holders, such persons carry on a trade in the U.K. through a permanent establishment (or in certain other limited cases a branch or agency), or in the case of individual holders, such persons carry on a trade, profession or vocation in the U.K. through a branch or agency and the Units are used, held or acquired for the purposes of such a trade, profession or vocation or such branch or agency or permanent establishment as the case may be. Individual U.S. investors may also be liable if they have previously been resident or ordinarily resident in the United Kingdom and become resident in the United Kingdom in the future. Inheritance Tax. Individual U.S. investors who, for the purposes of the Estate and Gift Tax Convention between the United States and the United Kingdom, are domiciled in the United States and who are not U.K. nationals will generally not be subject to U.K. inheritance tax on death or on gifts of the Units made during their lifetimes, provided any applicable U.S. federal gift or estate tax is paid. They may be subject to U.K. inheritance tax if the Units form part of the business property of a U.K. permanent establishment of an enterprise or pertain to a U.K. fixed base used for the performance of personal services in the United Kingdom. Where the Units are held on trust, the Units will generally not be subject to U.K. inheritance tax if at the time of settlement, the settlor was domiciled in the United States and was not a national of the United Kingdom. Where the Units are subject to both U.K. inheritance tax and U.S. federal gift or estate tax, one of the taxes could generally be credited against the other. Stamp Tax. A purchase of Securities issued by a U.K. incorporated company (such as some of the Securities listed in the FT Index) will generally result in either U.K. stamp duty or stamp duty reserve tax ("SDRT") needing to be paid by the purchaser. The Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Page 84 Focus Five Portfolio and the Target VIP Portfolio each paid this tax when they acquired Securities. When the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio sell Securities, it is anticipated that any U.K. stamp duty or SDRT will be paid by the purchaser. Hong Kong Taxation. The following summary describes certain important Hong Kong tax consequences to certain U.S. Unit holders who hold Units in the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio as capital assets. This summary assumes that you are not carrying on a trade, profession or business in Hong Kong and that you have no profits sourced in Hong Kong arising from the carrying on of such trade, profession or business. This summary is intended to be a general guide only and is subject to any changes in Hong Kong or U.S. law occurring after the date of this prospectus and you should consult your own tax advisor about your particular circumstances. Taxation of Dividends. Dividends you receive from the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio relating to Hong Kong issuers are not taxable and therefore will not be subject to the deduction of any withholding tax. Profits Tax. Unless you are carrying on a trade, profession or business in Hong Kong you will not be subject to profits tax imposed by Hong Kong on any gain or profits made on the realization or other disposal of your Units. Estate Duty. Units of the Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio or the Target VIP Portfolio do not give rise to Hong Kong estate duty liability. Retirement Plans You may purchase Units of the Trusts for: - Individual Retirement Accounts; - Keogh Plans; - Pension funds; and - Other tax-deferred retirement plans. Generally, the federal income tax on capital gains and income received in each of the above plans is deferred until you receive distributions. These distributions are generally treated as ordinary income but may, in some cases, be eligible for special averaging or tax-deferred rollover treatment. Before participating in a plan like this, you should review the tax laws regarding these plans and consult your attorney or tax advisor. Brokerage firms and other financial institutions offer these plans with varying fees and charges. Rights of Unit Holders Unit Ownership. Ownership of Units will not be evidenced by certificates. If you purchase or hold Units through a broker/dealer or bank, your ownership of Units will be recorded in book-entry form at the Depository Trust Company ("DTC") and credited on its records to your broker/dealer's or bank's DTC account. If you purchase or hold FTPS Units, your ownership of FTPS Units will be recorded in book-entry form on the register of Unit holdings maintained by the FTPS Unit Servicing Agent. Transfer of Units will be accomplished by book entries made by DTC and its participants if the Units are registered to DTC or its nominee, Cede & Co., or otherwise will be accomplished by book entries made by the FTPS Unit Servicing Agent, with respect to FTPS Units. DTC will forward all notices and credit all payments received in respect of the Units held by the DTC participants. You will receive written confirmation of your purchases and sales of Units from the broker/dealer or bank through which you made the transaction or from the FTPS Unit Servicing Agent if you purchased and hold FTPS Units. You may transfer your Units by contacting the broker/dealer or bank through which you hold your Units, or the FTPS Unit Servicing Agent, if you hold FTPS Units. Unit Holder Reports. The Trustee will prepare a statement detailing the per Unit amounts (if any) distributed from the Income Account and Capital Account in connection with each distribution. In addition, at the end of each calendar year, the Trustee will prepare a statement which contains the following information: - A summary of transactions in the Trusts for the year; - A list of any Securities sold during the year and the Securities held at the end of that year by the Trusts; - The Redemption Price per Unit, computed on the 31st day of December of such year (or the last business day before); and - Amounts of income and capital distributed during the year. It is the responsibility of the entity through which you hold your Units to distribute these statements to you. In addition, you may also request from the Trustee copies of the evaluations of the Securities as prepared by the Evaluator to enable you to comply with applicable federal and state tax reporting requirements. Page 85 Income and Capital Distributions You will begin receiving distributions on your Units only after you become a Record Owner. The Trustee will credit dividends received on a Trust's Securities to the Income Account of such Trust. All other receipts, such as return of capital or capital gain dividends, are credited to the Capital Account of such Trust. Dividends received on foreign Securities, if any, are converted into U.S. dollars at the applicable exchange rate. For Trusts that are structured as grantor trusts, the Trustee will distribute money from the Income and Capital Accounts on the twenty- fifth day of each month to Unit holders of record on the tenth day of such month. However, the Trustee will not distribute money if the aggregate amount in the Income and Capital Accounts, exclusive of sale proceeds, equals less than 0.1% of the net asset value of a Trust. Undistributed money in the Income and Capital Accounts will be distributed in the next month in which the aggregate amount available for distribution, exclusive of sale proceeds, exceeds 0.1% of the net asset value of a Trust. The Trustee will distribute sale proceeds in the Capital Account, net of amounts designated to meet redemptions, pay the deferred sales charge and creation and development fee, and pay expenses, on the twenty-fifth day of each month to Unit holders of record on the tenth day of such month provided the amount equals at least $1.00 per 100 Units. For Trusts that intend to qualify as RICs and that make monthly distributions, the Trustee will distribute money from the Income and Capital Accounts on the twenty-fifth day of each month to Unit holders of record on the tenth day of each month. Distributions from Trusts that intend to qualify as RICs and that make monthly distributions will consist of the balance of the Income Account each month after deducting for expenses. Distributions from the Capital Account will only be made if the amount available for distribution equals at least $1.00 per 100 Units. In any case, the Trustee will distribute any funds in the Capital Account in December of each year and as part of the final liquidation distribution. For Trusts that intend to qualify as RICs and that make semi-annual distributions, the Trustee will distribute money from the Income and Capital Accounts on the twenty-fifth day of June and December to Unit holders of record on the tenth day of such months. Distributions from the Capital Account will be made after amounts designated to meet redemptions, pay the deferred sales charge and creation and development fee, and pay expenses are deducted. In addition, the Trustee will only distribute money in the Capital Account if the amount available for distribution from that account equals at least $1.00 per 100 Units. In any case, the Trustee will distribute any funds in the Capital Account in December of each year and as part of the final liquidation distribution. For all Trusts, upon termination of a Trust for remaining Unit holders, amounts in the Income and Capital Accounts will be distributed to Unit holders. See "Summary of Essential Information." No income distribution will be paid if accrued expenses of a Trust exceed amounts in the Income Account on the Distribution Dates. Distribution amounts will vary with changes in a Trust's fees and expenses, in dividends received and with the sale of Securities. If the Trustee does not have your TIN, it is required to withhold a certain percentage of your distribution and deliver such amount to the IRS. You may recover this amount by giving your TIN to the Trustee, or when you file a tax return. However, you should check your statements to make sure the Trustee has your TIN to avoid this "back-up withholding." We anticipate that there will be enough money in the Capital Account of a Trust to pay the deferred sales charge. If not, the Trustee may sell Securities to meet the shortfall. Within a reasonable time after a Trust is terminated, unless you are a Rollover Unit holder, you will receive the pro rata share of the money from the sale of the Securities. All Unit holders will receive a pro rata share of any other assets remaining in their Trust, after deducting any unpaid expenses. The Trustee may establish reserves (the "Reserve Account") within a Trust to cover anticipated state and local taxes or any governmental charges to be paid out of that Trust. Distribution Reinvestment Option. You may elect to have each distribution of income and/or capital reinvested into additional Units of a Trust by notifying your broker/dealer or bank (or the FTPS Unit Servicing Agent with respect to FTPS Units) within the time period required by such entities so that they can notify the Trustee of your election at least 10 days before any Record Date. Each later distribution of income and/or capital on your Units will be reinvested by the Trustee into additional Units of such Trust. There is no sales Page 86 charge on Units acquired through the Distribution Reinvestment Option, as discussed under "Public Offering." This option may not be available in all states. Each reinvestment plan is subject to availability or limitation by the Sponsor and each broker/dealer or selling firm. The Sponsor or broker/dealers may suspend or terminate the offering of a reinvestment plan at any time. Because a Trust may begin selling Securities nine business days prior to the Mandatory Termination Date, reinvestment is not available during this period. Please contact your financial professional for additional information. PLEASE NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES. Redeeming Your Units You may redeem all or a portion of your Units at any time by sending a request for redemption to your broker/dealer or bank through which you hold your Units or to the FTPS Unit Servicing Agent, if you hold FTPS Units. No redemption fee will be charged, but you are responsible for any governmental charges that apply. Certain broker/dealers may charge a transaction fee for processing redemption requests. Three business days after the day you tender your Units (the "Date of Tender") you will receive cash in an amount for each Unit equal to the Redemption Price per Unit calculated at the Evaluation Time on the Date of Tender. The Date of Tender is considered to be the date on which your redemption request is received by the Trustee from the broker/dealer or bank through which you hold your Units, or, if you hold FTPS Units, the date the redemption request is received by the FTPS Unit Servicing Agent (if such day is a day the NYSE is open for trading). However, if the redemption request is received after 4:00 p.m. Eastern time (or after any earlier closing time on a day on which the NYSE is scheduled in advance to close at such earlier time), the Date of Tender is the next day the NYSE is open for trading. Any amounts paid on redemption representing income will be withdrawn from the Income Account if funds are available for that purpose, or from the Capital Account. All other amounts paid on redemption will be taken from the Capital Account. The IRS will require the Trustee to withhold a portion of your redemption proceeds if the Trustee does not have your TIN as generally discussed under "Income and Capital Distributions." If you tender for redemption at least 2,500 Units of The Dow(R) Target 5 Portfolio, The Dow(R) Target Dividend Portfolio, S&P Target 24 Portfolio, S&P Target SMid 60 Portfolio, Target Diversified Dividend Portfolio, Target Double Play Portfolio, Target Global Dividend Leaders Portfolio, Target Growth Portfolio or Value Line(R) Target 25 Portfolio; or 5,000 Units of the Target Dividend Multi-Strategy Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio, Target Triad Portfolio or Target VIP Portfolio or such larger amount as required by your broker/dealer or bank, rather than receiving cash, you may elect to receive an In-Kind Distribution in an amount equal to the Redemption Price per Unit by making this request to your broker/dealer or bank at the time of tender. However, to be eligible to participate in the In- Kind Distribution option at redemption, Unit holders must hold their Units through the end of the initial offering period. The In-Kind Distribution option is generally not available to FTPS Unit holders. No In-Kind Distribution requests submitted during the 30 business days (10 business days in the case of the S&P Target SMid 60 Portfolio, Target Diversified Dividend Portfolio, Target Dividend Multi-Strategy Portfolio, Target Double Play Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio, Target Global Dividend Leaders Portfolio, Target Growth Portfolio, Target Triad Portfolio or Target VIP Portfolio) prior to a Trust's Mandatory Termination Date will be honored. Where possible, the Trustee will make an In-Kind Distribution by distributing each of the Securities in book-entry form to your bank's or broker/dealer's account at DTC. This option is generally eligible only for stocks traded and held in the United States, thus excluding most foreign Securities. The Trustee will subtract any customary transfer and registration charges from your In-Kind Distribution. As a tendering Unit holder, you will receive your pro rata number of whole shares of the eligible Securities that make up the portfolio, and cash from the Capital Account equal to the non-eligible Securities and fractional shares to which you are entitled. If you elect to receive an In-Kind Distribution of Securities from the S&P Target SMid 60 Portfolio, Target Diversified Dividend Portfolio, Target Dividend Multi-Strategy Portfolio, Target Double Play Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio, Target Global Dividend Leaders Portfolio, Target Growth Portfolio, Target Triad Portfolio or Target VIP Portfolio, you should be aware that it will be considered a taxable event at the time you receive the Securities. See "Tax Status" for additional information. The Trustee may sell Securities to make funds available for redemption. If Securities are sold, the size and diversification of a Trust will be reduced. These sales may result in lower prices than if the Securities were sold at a different time. Your right to redeem Units (and therefore, your right to receive payment) may be delayed: - If the NYSE is closed (other than customary weekend and holiday closings); Page 87 - If the SEC determines that trading on the NYSE is restricted or that an emergency exists making sale or evaluation of the Securities not reasonably practical; or - For any other period permitted by SEC order. The Trustee is not liable to any person for any loss or damage which may result from such a suspension or postponement. The Redemption Price. The Redemption Price per Unit is determined by the Trustee by: adding 1. cash in the Income and Capital Accounts of a Trust not designated to purchase Securities; 2. the aggregate underlying value of the Securities held in that Trust; and 3. dividends receivable on the Securities trading ex-dividend as of the date of computation; and deducting 1. any applicable taxes or governmental charges that need to be paid out of such Trust; 2. any amounts owed to the Trustee for its advances; 3. estimated accrued expenses of such Trust, if any; 4. cash held for distribution to Unit holders of record of such Trust as of the business day before the evaluation being made; 5. liquidation costs for foreign Securities, if any; and 6. other liabilities incurred by such Trust; and dividing 1. the result by the number of outstanding Units of such Trust. Any remaining deferred sales charge on the Units when you redeem them will be deducted from your redemption proceeds. In addition, until they are collected, the Redemption Price per Unit will include estimated organization costs as set forth under "Fee Table." Investing in a New Trust Each Trust's portfolio has been selected on the basis of total return potential for a limited time period. When each Trust is about to terminate, you may have the option to roll your proceeds into the next series of a Trust (the "New Trusts") if one is available. We intend to create the New Trusts in conjunction with the termination of the Trusts and plan to apply the same strategy we used to select the portfolio for the Trusts to the New Trusts. If you wish to have the proceeds from your Units rolled into a New Trust you must notify the broker/dealer where your Units are held (or the FTPS Unit Servicing Agent in the case of FTPS Units) of your election prior to that firm's cut-off date. If you make this election you will be considered a "Rollover Unit holder." Once all of the Securities are sold in connection with the termination of a Trust, as described in "Amending or Terminating the Indenture," your proceeds, less any brokerage fees, governmental charges or other expenses involved in the sales, will be used to buy units of a New Trust or trust with a similar investment strategy that you have selected, provided such trusts are registered and being offered. Accordingly, proceeds may be uninvested for up to several days. Units purchased with rollover proceeds will generally be purchased subject to the maximum remaining deferred sales charge and creation and development fee on such units (currently expected to be $.195 per unit), but not the initial sales charge. Units purchased using proceeds from Fee Account Units will generally not be subject to any transactional sales charge. We intend to create New Trust units as quickly as possible, depending on the availability of the securities contained in a New Trust's portfolio. Rollover Unit holders will be given first priority to purchase New Trust units. We cannot, however, assure the exact timing of the creation of New Trust units or the total number of New Trust units we will create. Any proceeds not invested on behalf of Rollover Unit holders in New Trust units will be distributed within a reasonable time after such occurrence. Although we believe that enough New Trust units can be created, monies in a New Trust may not be fully invested on the next business day. Please note that there are certain tax consequences associated with becoming a Rollover Unit holder. See "Tax Status." We may modify, amend or terminate this rollover option upon 60 days notice. Removing Securities from a Trust The portfolios of the Trusts are not managed. However, we may, but are not required to, direct the Trustee to dispose of a Security in certain limited circumstances, including situations in which: - The issuer of the Security defaults in the payment of a declared dividend; - Any action or proceeding prevents the payment of dividends; - There is any legal question or impediment affecting the Security; Page 88 - The issuer of the Security has breached a covenant which would affect the payment of dividends, the issuer's credit standing, or otherwise damage the sound investment character of the Security; - The issuer has defaulted on the payment of any other of its outstanding obligations; - There has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in our opinion the sale or tender of the Security is in the best interest of Unit holders; - The sale of Securities is necessary or advisable (i) in order to maintain the qualification of a Trust as a "regulated investment company" in the case of a Trust which has elected to qualify as such or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on undistributed income in a Trust which is a "regulated investment company"; - The price of the Security has declined to such an extent, or such other credit factors exist, that in our opinion keeping the Security would be harmful to a Trust; - As a result of the ownership of the Security, a Trust or its Unit holders would be a direct or indirect shareholder of a passive foreign investment company; or - The sale of the Security is necessary for a Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time. Except in the limited instance in which a Trust acquires Replacement Securities, as described in "The FT Series," a Trust structured as a grantor trust may not, and a Trust structured as a "regulated investment company" generally will not, acquire any securities or other property other than the Securities. With respect to Trusts structured as grantor trusts, the Trustee, on behalf of such Trusts, will reject any offer for new or exchanged securities or property in exchange for a Security, such as those acquired in a merger or other transaction. With respect to Trusts structured as "regulated investment companies," the Trustee, on behalf of such Trusts and at the direction of the Sponsor, will vote for or against any offer for new or exchanged securities or property in exchange for a Security, such as those acquired in a merger or other transaction. If such exchanged securities or property are nevertheless acquired by a Trust, at our instruction, they will either be sold or held in such Trust. In making the determination as to whether to sell or hold the exchanged securities or property we may get advice from the Portfolio Supervisor. Any proceeds received from the sale of Securities, exchanged securities or property will be credited to the Capital Account for distribution to Unit holders or to meet redemption requests. The Trustee may retain and pay us or an affiliate of ours to act as agent for a Trust to facilitate selling Securities, exchanged securities or property from the Trusts. If we or our affiliate act in this capacity, we will be held subject to the restrictions under the 1940 Act. As authorized by the Indenture, the Trustee may also employ a subsidiary or affiliate of the Trustee to act as broker in selling such Securities or property. Each Trust will pay for these brokerage services at standard commission rates. The Trustee may sell Securities designated by us, or, absent our direction, at its own discretion, in order to meet redemption requests or pay expenses. In designating Securities to be sold, we will try to maintain the proportionate relationship among the Securities. If this is not possible, the composition and diversification of a Trust may be changed. Amending or Terminating the Indenture Amendments. The Indenture may be amended by us and the Trustee without your consent: - To cure ambiguities; - To correct or supplement any defective or inconsistent provision; - To make any amendment required by any governmental agency; or - To make other changes determined not to be adverse to your best interests (as determined by us and the Trustee). Termination. As provided by the Indenture, each Trust will terminate on the Mandatory Termination Date as stated in the "Summary of Essential Information." The Trusts may be terminated earlier: - Upon the consent of 100% of the Unit holders of a Trust; - If the value of the Securities owned by such Trust as shown by any evaluation is less than the lower of $2,000,000 or 20% of the total value of Securities deposited in such Trust during the initial offering period ("Discretionary Liquidation Amount"); or - In the event that Units of a Trust not yet sold aggregating more than 60% of the Units of such Trust are tendered for redemption by underwriters, including the Sponsor. If a Trust is terminated due to this last reason, we will refund your entire sales charge; however, termination of a Trust before the Mandatory Termination Date for any other stated reason will result in Page 89 all remaining unpaid deferred sales charges on your Units being deducted from your termination proceeds. For various reasons, a Trust may be reduced below the Discretionary Liquidation Amount and could therefore be terminated before the Mandatory Termination Date. Unless terminated earlier, the Trustee will begin to sell Securities in connection with the termination of a Trust during the period beginning nine business days prior to, and no later than, the Mandatory Termination Date. We will determine the manner and timing of the sale of Securities. Because the Trustee must sell the Securities within a relatively short period of time, the sale of Securities as part of the termination process may result in a lower sales price than might otherwise be realized if such sale were not required at this time. If you do not elect to participate in the Rollover Option, you will receive a cash distribution from the sale of the remaining Securities, along with your interest in the Income and Capital Accounts, within a reasonable time after your Trust is terminated. The Trustee will deduct from a Trust any accrued costs, expenses, advances or indemnities provided for by the Indenture, including estimated compensation of the Trustee and costs of liquidation and any amounts required as a reserve to pay any taxes or other governmental charges. Information on the Sponsor, Trustee, FTPS Unit Servicing Agent and Evaluator The Sponsor. We, First Trust Portfolios L.P., specialize in the underwriting, trading and wholesale distribution of unit investment trusts under the "First Trust" brand name and other securities. An Illinois limited partnership formed in 1991, we took over the First Trust product line and act as Sponsor for successive series of: - The First Trust Combined Series - FT Series (formerly known as The First Trust Special Situations Trust) - The First Trust Insured Corporate Trust - The First Trust of Insured Municipal Bonds - The First Trust GNMA The First Trust product line commenced with the first insured unit investment trust in 1974. To date we have deposited more than $235 billion in First Trust unit investment trusts. Our employees include a team of professionals with many years of experience in the unit investment trust industry. We are a member of FINRA and SIPC. Our principal offices are at 120 East Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As of December 31, 2013, the total consolidated partners' capital of First Trust Portfolios L.P. and subsidiaries was $56,474,953 (audited). This information refers only to us and not to the Trusts or to any series of the Trusts or to any other dealer. We are including this information only to inform you of our financial responsibility and our ability to carry out our contractual obligations. We will provide more detailed financial information on request. Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics requiring the Sponsor's employees who have access to information on Trust transactions to report personal securities transactions. The purpose of the code is to avoid potential conflicts of interest and to prevent fraud, deception or misconduct with respect to the Trusts. The Trustee. The Trustee is The Bank of New York Mellon, a trust company organized under the laws of New York. The Bank of New York Mellon has its unit investment trust division offices at 101 Barclay Street, New York, New York 10286, telephone 800-813-3074. If you have questions regarding your account or your Trust, please contact the Trustee at its unit investment trust division offices or your financial adviser. The Sponsor does not have access to individual account information. The Bank of New York Mellon is subject to supervision and examination by the Superintendent of the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System, and its deposits are insured by the Federal Deposit Insurance Corporation to the extent permitted by law. The Trustee has not participated in selecting the Securities; it only provides administrative services. The FTPS Unit Servicing Agent. The FTPS Unit Servicing Agent is FTP Services LLC, an Illinois limited liability company formed in 2005 and an affiliate of the Sponsor. FTP Services LLC acts as record keeper, shareholder servicing agent and distribution agent for Units which are purchased and sold through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC. FTP Services LLC provides FTPS Units with administrative and distribution related services as described in this prospectus. The FTPS Page 90 Unit Servicing Agent's address is 120 East Liberty Drive, Wheaton, Illinois 60187. If you have questions regarding the FTPS Units, you may call the FTPS Unit Servicing Agent at 800-621-1675, dept. code 1. The FTPS Unit Servicing Agent has not participated in selecting the Securities; it only provides administrative services to the FTPS Units. Fund/SERV(R) is a service of National Securities Clearing Corporation, a subsidiary of The Depository Trust & Clearing Corporation. Limitations of Liabilities of Sponsor, FTPS Unit Servicing Agent and Trustee. Neither we, the FTPS Unit Servicing Agent nor the Trustee will be liable for taking any action or for not taking any action in good faith according to the Indenture. We will also not be accountable for errors in judgment. We will only be liable for our own willful misfeasance, bad faith, gross negligence (ordinary negligence in the FTPS Unit Servicing Agent and Trustee's case) or reckless disregard of our obligations and duties. The Trustee is not liable for any loss or depreciation when the Securities are sold. If we fail to act under the Indenture, the Trustee may do so, and the Trustee will not be liable for any action it takes in good faith under the Indenture. The Trustee will not be liable for any taxes or other governmental charges or interest on the Securities which the Trustee may be required to pay under any present or future law of the United States or of any other taxing authority with jurisdiction. Also, the Indenture states other provisions regarding the liability of the Trustee. If we do not perform any of our duties under the Indenture or are not able to act or become bankrupt, or if our affairs are taken over by public authorities, then the Trustee may: - Appoint a successor sponsor, paying them a reasonable rate not more than that stated by the SEC; - Terminate the Indenture and liquidate the Trusts; or - Continue to act as Trustee without terminating the Indenture. The Evaluator. The Evaluator is First Trust Advisors L.P., an Illinois limited partnership formed in 1991 and an affiliate of the Sponsor. The Evaluator's address is 120 East Liberty Drive, Wheaton, Illinois 60187. The Trustee, Sponsor, FTPS Unit Servicing Agent and Unit holders may rely on the accuracy of any evaluation prepared by the Evaluator. The Evaluator will make determinations in good faith based upon the best available information, but will not be liable to the Trustee, Sponsor, FTPS Unit Servicing Agent or Unit holders for errors in judgment. Other Information Legal Opinions. Our counsel is Chapman and Cutler LLP, 111 W. Monroe St., Chicago, Illinois 60603. They have passed upon the legality of the Units offered hereby and certain matters relating to federal tax law. Carter Ledyard & Milburn LLP acts as the Trustee's counsel, as well as special New York tax counsel for the Trusts identified as Grantor Trusts. Linklaters LLP acts as special United Kingdom tax counsel for the Global Target 15 Portfolio. Experts. The Trusts' statements of net assets, including the schedules of investments, as of the opening of business on the Initial Date of Deposit included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. Supplemental Information. If you write or call the Sponsor, you will receive free of charge supplemental information about this Series, which has been filed with the SEC and to which we have referred throughout. This information states more specific details concerning the nature, structure and risks of this product. The NASDAQ Stock Market LLC. The Target VIP Portfolio is not sponsored, endorsed, sold or promoted by The NASDAQ Stock Market LLC (including its affiliates) (Nasdaq, with its affiliates, is referred to as the "Corporations"). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the Target VIP Portfolio. The Corporations make no representation or warranty, express or implied, to the owners of Units of the Target VIP Portfolio or any member of the public regarding the advisability of investing in securities generally or in the Target VIP Portfolio particularly, or the ability of the Nasdaq-100 Index(R) to track general stock market Page 91 performance. The Corporations' only relationship to the Sponsor ("Licensee") is in the licensing of the Nasdaq 100(R), Nasdaq-100 Index(R) and Nasdaq(R) trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index(R) which is determined, composed and calculated by Nasdaq without regard to Licensee or the Target VIP Portfolio. Nasdaq has no obligation to take the needs of the Licensee, the owners of Units of the Target VIP Portfolio into consideration in determining, composing or calculating the Nasdaq-100 Index(R). The Corporations are not responsible for and have not participated in the determination of the timing of, prices at or quantities of the Target VIP Portfolio to be issued or in the determination or calculation of the equation by which the Target VIP Portfolio is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Target VIP Portfolio. THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE TARGET VIP PORTFOLIO OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX(R) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. MSCI EAFE Index(R). THE TARGET FOCUS FIVE PORTFOLIO IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. ("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY FIRST TRUST PORTFOLIOS L.P. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE TRUST OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN TRUSTS GENERALLY OR IN THE TRUST PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE TRUST OR THE ISSUER OR OWNERS OF THE TRUST OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THE TRUST OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE TRUST TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE UNITS OF THE TRUST ARE REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE TRUST OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE TRUST. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE Page 92 TRUST, OWNERS OF THE TRUST, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Page 93 This page is intentionally left blank. Page 94 This page is intentionally left blank. Page 95 First Trust(R) Dow(R) Target 5 3Q '14 - Term 10/9/15 Dow(R) Target Dvd. 3Q '14 - Term 10/9/15 Global Target 15 3Q '14 - Term 10/9/15 S&P Target 24 3Q '14 - Term 10/9/15 S&P Target SMid 60 3Q '14 - Term 10/9/15 Target Divsd. Dvd. 3Q '14 - Term 10/9/15 Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15 Target Dbl. Play 3Q '14 - Term 10/9/15 Target Focus 4 3Q '14 - Term 10/9/15 Target Focus 5 3Q '14 - Term 10/9/15 Target Global Dvd. Leaders 3Q '14 - Term 10/9/15 Target Growth 3Q '14 - Term 10/9/15 Target Triad 3Q '14 - Term 10/9/15 Target VIP 3Q '14 - Term 10/9/15 Value Line(R) Target 25 3Q '14 - Term 10/9/15 FT 4900 Sponsor: First Trust Portfolios L.P. Member SIPC o Member FINRA 120 East Liberty Drive Wheaton, Illinois 60187 800-621-1675 FTPS Unit Servicing Agent: Trustee: FTP Services LLC The Bank of New York Mellon 120 East Liberty Drive 101 Barclay Street Wheaton, Illinois 60187 New York, New York 10286 800-621-1675, dept. code 1 800-813-3074 24-Hour Pricing Line: 800-446-0132 Please refer to the "Summary of Essential Information" for each Trust's Product Code. ________________________ When Units of the Trusts are no longer available, this prospectus may be used as a preliminary prospectus for a future series, in which case you should note the following: THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE ILLEGAL. ________________________ This prospectus contains information relating to the above-mentioned unit investment trusts, but does not contain all of the information about this investment company as filed with the SEC in Washington, D.C. under the: - Securities Act of 1933 (file no. 333-195873) and - Investment Company Act of 1940 (file no. 811-05903) Information about the Trusts, including their Codes of Ethics, can be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 202-942-8090. Information about the Trusts is available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. To obtain copies at prescribed rates - Write: Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 e-mail address: publicinfo@sec.gov July 9, 2014 PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE Page 96 First Trust(R) The FT Series Information Supplement This Information Supplement provides additional information concerning the structure, operations and risks of the unit investment trusts contained in FT 4900 not found in the prospectus for the Trusts. This Information Supplement is not a prospectus and does not include all of the information you should consider before investing in the Trusts. This Information Supplement should be read in conjunction with the prospectus for the Trust in which you are considering investing. This Information Supplement is dated July 9, 2014. Capitalized terms have been defined in the prospectus. Table of Contents Dow Jones & Company, Inc. 1 The NASDAQ Stock Market LLC 2 Value Line Publishing, Inc. 2 New York Stock Exchange 3 Risk Factors Securities 3 Dividends 4 REITs 4 Hong Kong and China 5 United Kingdom 6 Foreign Issuers 7 Emerging Markets 8 Exchange Rates 8 Small-Cap Companies 12 Litigation Microsoft Corporation 12 Tobacco Industry 12 Concentrations Financials 14 Information Technology 18 Utilities 19 Securities The Dow(R) DART 5 Strategy Stocks 20 The Dow(R) Target 5 Strategy Stocks 20 The Dow(R) Target Dividend Strategy Stocks 21 European Target 20 Strategy Stocks 22 Global Target 15 Strategy Stocks 23 MSCI EAFE Target 20 Strategy Stocks 24 Nasdaq(R) Target 15 Strategy Stocks 25 NYSE(R) International Target 25 Strategy Stocks 26 S&P Target 24 Strategy Stocks 28 S&P Target SMid 60 Strategy Stocks 29 Target Diversified Dividend Strategy Stocks 33 Target Global Dividend Leaders Strategy Stocks 35 Target Growth Strategy Stocks 39 Target Small-Cap Strategy Stocks 40 Value Line(R) Target 25 Strategy Stocks 42 Dow Jones & Company, Inc. The Dow Jones Industrial Average, Dow Jones U.S. Select Dividend Index(sm), S&P 500(R) Index, S&P MidCap 400(R) Index and S&P SmallCap 600(R) Index (collectively, the "Licensed Indexes") are products of S&P Dow Jones Indices LLC ("SPDJI"), and have been licensed for use. Standard & Poor's(R), S&P(R), S&P 500(R), S&P MidCap 400(R) and S&P SmallCap 600(R) are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); DJIA(R), The Dow(R), Dow Jones(R), Dow Jones Industrial Average and Dow Jones U.S. Select Dividend Index(sm) are trademarks of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by First Page 1 Trust Advisors L.P., an affiliate of ours. The Trusts, in particular The Dow(R) Target 5 Portfolio, The Dow(R) Target Dividend Portfolio, Global Target 15 Portfolio, Target Dividend Multi-Strategy Portfolio, Target Double Play Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio and the Target VIP Portfolio and the S&P Target 24 Portfolio, S&P Target SMid 60 Portfolio, Target Focus Four Portfolio, Target Focus Five Portfolio and Target VIP Portfolio (collectively, the "Trusts") are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Trusts or any member of the public regarding the advisability of investing in securities generally or in the Trusts particularly or the ability of the Licensed Indexes to track general market performance. S&P Dow Jones Indices' only relationship to First Trust Advisors L.P. with respect to the Licensed Indexes is the licensing of such indexes and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices or its licensors. The Licensed Indexes are determined, composed and calculated by S&P Dow Jones Indices without regard to First Trust Advisors L.P. or the Trusts. S&P Dow Jones Indices have no obligation to take the needs of First Trust Advisors L.P. or the owners of the Trusts into consideration in determining, composing or calculating the Licensed Indexes. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Trusts or the timing of the issuance or sale of the Trusts or in the determination or calculation of the equation by which the Trusts are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Trusts. There is no assurance that investment products based on the Licensed Indexes will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates, a shareholder of S&P Dow Jones Indices LLC, may independently issue and/or sponsor financial products unrelated to Trusts, but which may be similar to and competitive with the Trusts. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones Industrial Average and the S&P 500 Index. S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE LICENSED INDEXES OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY FIRST TRUST ADVISORS L.P., OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE LICENSED INDEXES OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND FIRST TRUST ADVISORS L.P., OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES. The NASDAQ Stock Market LLC. The "Nasdaq 100(R)," "Nasdaq-100 Index(R)," and "Nasdaq(R)" are trade or service marks of The NASDAQ Stock Market LLC (which with its affiliates is the "Corporations") and are licensed for use by us. The Target VIP Portfolio has not been passed on by the Corporations as to its legality or suitability. The Target VIP Portfolio is not issued, endorsed, sold, or promoted by the Corporations. The Corporations make no warranties and bear no liability with respect to the Target VIP Portfolio. Value Line Publishing, Inc. Value Line Publishing, Inc.'s ("VLPI") only relationship to First Trust Portfolios L.P. and/or First Trust Advisors L.P. is VLPI's licensing to First Trust Portfolios L.P. and/or First Trust Advisors L.P. of certain Page 2 VLPI trademarks and trade names and the Value Line(R) Timeliness(TM) Ranking System (the "System"), which is composed by VLPI without regard to First Trust Portfolios L.P. or First Trust Advisors L.P., this Product or any investor. VLPI has no obligation to take the needs of First Trust Portfolios L.P. and/or First Trust Advisors L.P. or any investor in the Product into consideration in composing the System. The Product results may differ from the hypothetical or published results of the Value Line(R) Timeliness(TM) Ranking System. VLPI is not responsible for and has not participated in the determination of the prices and composition of the Product or the timing of the issuance for sale of the Product or in the calculation of the equations by which the Product is to be converted into cash. VLPI MAKES NO WARRANTY CONCERNING THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND VLPI MAKES NO WARRANTY AS TO THE POTENTIAL PROFITS OR ANY OTHER BENEFITS THAT MAY BE ACHIEVED BY USING THE SYSTEM OR ANY INFORMATION OR MATERIALS GENERATED THEREFROM. VLPI DOES NOT WARRANT THAT THE SYSTEM WILL MEET ANY REQUIREMENTS OR THAT IT WILL BE ACCURATE OR ERROR-FREE. VLPI ALSO DOES NOT GUARANTEE ANY USES, INFORMATION, DATA OR OTHER RESULTS GENERATED FROM THE SYSTEM. VLPI HAS NO OBLIGATION OR LIABILITY (I) IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE PRODUCT; OR (II) FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY ANY INVESTOR OR OTHER PERSON OR ENTITY IN CONNECTION WITH THIS PRODUCT, AND IN NO EVENT SHALL VLPI BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES IN CONNECTION WITH THE PRODUCT. New York Stock Exchange "NYSE (R)" is a registered trademark of, and "NYSE International 100 Index(SM)" is a service mark of, New York Stock Exchange, Inc. ("NYSE"). NYSE has no relationship to First Trust Portfolios L.P. other than the licensing of the "NYSE International 100 Index(SM)" and the trademark and service mark referenced above for use in connection with the NYSE (R) International Target 25 Strategy. NYSE does not: sponsor, endorse, sell or promote the NYSE (R) International Target 25 Strategy; recommend that any person invest in the NYSE (R) International Target 25 Strategy or any other securities; have any responsibility or liability for or make any decision about the timing, amount or pricing of the NYSE (R) International Target 25 Strategy; have any responsibility or liability for the administration, management or marketing of the NYSE (R) International Target 25 Strategy; consider the needs of the NYSE (R) International Target 25 Strategy or the owners of the NYSE (R) International Target 25 Strategy in determining, composing or calculating the NYSE International 100 Index(SM) or have any obligation to do so. NYSE will not have any liability in connection with the NYSE(R) International Target 25 Strategy. Specifically, NYSE does not make any warranty, express or implied, and NYSE disclaims any warranty about: the results to be obtained by the NYSE(R) International Target 25 Strategy, the owners of the NYSE(R) International Target 25 Strategy, or any other relevant person in connection with the use of the Index and the data included in the Index; the accuracy or completeness of the Index and its data; the merchantability or fitness for a particular purpose or use of the Index and its data. NYSE will have no liability for any errors, omissions or interruptions in the Index or its data. Under no circumstances will NYSE be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if NYSE knows that they might occur. The licensing agreement between First Trust Portfolios L.P. and NYSE is solely for their benefit and not for the benefit of the owners of the NYSE(R) International Target 25 Strategy or any other third parties. Risk Factors Securities. An investment in Units should be made with an understanding of the risks which an investment in common stocks entails, including the risk that the financial condition of the issuers of the Securities or the general condition of the relevant stock market may worsen, and the value of the Securities and therefore the value of the Units may decline. Common stocks are especially susceptible to general stock market movements and to volatile increases and decreases of value, as market confidence in and perceptions of the issuers change. These perceptions are based on unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises. Both U.S. and foreign Page 3 markets have experienced substantial volatility and significant declines recently as a result of certain or all of these factors. Dividends. Shareholders of common stocks have rights to receive payments from the issuers of those common stocks that are generally subordinate to those of creditors of, or holders of debt obligations or preferred stocks of, such issuers. Shareholders of common stocks of the type held by the Trusts have a right to receive dividends only when and if, and in the amounts, declared by the issuer's board of directors and have a right to participate in amounts available for distribution by the issuer only after all other claims on the issuer have been paid or provided for. Common stocks do not represent an obligation of the issuer and, therefore, do not offer any assurance of income or provide the same degree of protection of capital as do debt securities. The issuance of additional debt securities or preferred stock will create prior claims for payment of principal, interest and dividends which could adversely affect the ability and inclination of the issuer to declare or pay dividends on its common stock or the rights of holders of common stock with respect to assets of the issuer upon liquidation or bankruptcy. Cumulative preferred stock dividends must be paid before common stock dividends, and any cumulative preferred stock dividend omitted is added to future dividends payable to the holders of cumulative preferred stock. Preferred stockholders are also generally entitled to rights on liquidation which are senior to those of common stockholders. REITs. An investment in Units of the S&P Target SMid 60 Portfolio, the Target Focus Four Portfolio, the Target Focus Five Portfolio and the Target Global Dividend Leaders Portfolio should be made with an understanding of risks inherent in an investment in U.S.-based REITs specifically and real estate generally (in addition to securities market risks). Generally, these include economic recession, the cyclical nature of real estate markets, competitive overbuilding, unusually adverse weather conditions, changing demographics, changes in governmental regulations (including tax laws and environmental, building, zoning and sales regulations), increases in real estate taxes or costs of material and labor, the inability to secure performance guarantees or insurance as required, the unavailability of investment capital and the inability to obtain construction financing or mortgage loans at rates acceptable to builders and purchasers of real estate. Additional risks include an inability to reduce expenditures associated with a property (such as mortgage payments and property taxes) when rental revenue declines, and possible loss upon foreclosure of mortgaged properties if mortgage payments are not paid when due. REITs are financial vehicles that have as their objective the pooling of capital from a number of investors in order to participate directly in real estate ownership or financing. REITs are generally fully integrated operating companies that have interests in income-producing real estate. Equity REITs emphasize direct property investment, holding their invested assets primarily in the ownership of real estate or other equity interests. REITs obtain capital funds for investment in underlying real estate assets by selling debt or equity securities in the public or institutional capital markets or by bank borrowing. Thus, the returns on common equities of REITs will be significantly affected by changes in costs of capital and, particularly in the case of highly "leveraged" REITs (i.e., those with large amounts of borrowings outstanding), by changes in the level of interest rates. The objective of an equity REIT is to purchase income-producing real estate properties in order to generate high levels of cash flow from rental income and a gradual asset appreciation, and they typically invest in properties such as office, retail, industrial, hotel and apartment buildings and healthcare facilities. REITs are a creation of the tax law. REITs essentially operate as a corporation or business trust with the advantage of exemption from corporate income taxes provided the REIT satisfies the requirements of Sections 856 through 860 of the Internal Revenue Code. The major tests for tax-qualified status are that the REIT (i) be managed by one or more trustees or directors, (ii) issue shares of transferable interest to its owners, (iii) have at least 100 shareholders, (iv) have no more than 50% of the shares held by five or fewer individuals, (v) invest substantially all of its capital in real estate related assets and derive substantially all of its gross income from real estate related assets and (vi) distributed at least 95% of its taxable income to its shareholders each year. If a REIT should fail to qualify for such tax status, the related shareholders (including such Trust) could be adversely affected by the resulting tax consequences. The underlying value of the Securities and a Trust's ability to make distributions to Unit holders may be adversely affected by changes in national economic conditions, changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics, increased competition from other properties, obsolescence of property, changes in the availability, cost and terms of mortgage funds, the impact of present or future environmental legislation and compliance with environmental laws, the ongoing need for capital improvements, particularly in older properties, changes in real estate tax rates and other operating expenses, regulatory and economic impediments to raising rents, adverse changes in governmental rules and fiscal policies, dependency on management skill, civil unrest, acts of Page 4 God, including earthquakes, fires and other natural disasters (which may result in uninsured losses), acts of war, adverse changes in zoning laws, and other factors which are beyond the control of the issuers of REITs. The value of REITs may at times be particularly sensitive to devaluation in the event of rising interest rates. REITs may concentrate investments in specific geographic areas or in specific property types, i.e., hotels, shopping malls, residential complexes, office buildings and timberlands. The impact of economic conditions on REITs can also be expected to vary with geographic location and property type. Investors should be aware that REITs may not be diversified and are subject to the risks of financing projects. REITs are also subject to defaults by borrowers, self-liquidation, the market's perception of the REIT industry generally, and the possibility of failing to qualify for pass-through of income under the Internal Revenue Code, and to maintain exemption from the Investment Company Act of 1940. A default by a borrower or lessee may cause a REIT to experience delays in enforcing its right as mortgagee or lessor and to incur significant costs related to protecting its investments. In addition, because real estate generally is subject to real property taxes, REITs may be adversely affected by increases or decreases in property tax rates and assessments or reassessments of the properties underlying REITs by taxing authorities. Furthermore, because real estate is relatively illiquid, the ability of REITs to vary their portfolios in response to changes in economic and other conditions may be limited and may adversely affect the value of the Units. There can be no assurance that any REIT will be able to dispose of its underlying real estate assets when advantageous or necessary. The issuer of REITs generally maintains comprehensive insurance on presently owned and subsequently acquired real property assets, including liability, fire and extended coverage. However, certain types of losses may be uninsurable or not be economically insurable as to which the underlying properties are at risk in their particular locales. There can be no assurance that insurance coverage will be sufficient to pay the full current market value or current replacement cost of any lost investment. Various factors might make it impracticable to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, the insurance proceeds received by a REIT might not be adequate to restore its economic position with respect to such property. Under various environmental laws, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator caused or knew of the presence of such hazardous or toxic substances and whether or not the storage of such substances was in violation of a tenant's lease. In addition, the presence of hazardous or toxic substances, or the failure to remediate such property properly, may adversely affect the owner's ability to borrow using such real property as collateral. No assurance can be given that REITs may not be presently liable or potentially liable for any such costs in connection with real estate assets they presently own or subsequently acquire. Hong Kong and China. Hong Kong's free market economy is highly dependent on international trade and finance. The value of the goods and services trade, which includes a large share of re-exports, is about four times GDP. Hard alcohol, tobacco, hydrocarbon oil, and methyl alcohol are the only four commodities which are subject to excise duties by Hong Kong. Hong Kong does not have any quotas or dumping laws. Due to Hong Kong's open economy, Hong Kong was exposed to the global economic slowdown that began in 2008. Hong Kong has increasingly sought integration with China through trade, tourism, and financial links. Although this integration helped Hong Kong to recover more quickly than anticipated initially, Hong Kong again faces a possible slowdown as exports to Europe and the United States have decreased. Hong Kong's government promotes the Special Administrative Region (SAR) as be the site for Chinese renminbi (RMB) internationalization. Residents of Hong Kong are now permitted to establish RMB-denominated savings accounts. Further, RMB-denominated corporate and Chinese government bonds have been issued in Hong Kong and RMB trade settlement is now allowed in Hong Kong. In 2010, due to the growth of earnings from exports to China, Hong Kong far exceeded the RMB conversion quota set by Beijing for trade settlements. Deposits of RMB grew to roughly 9.1% of Hong Kong's total system deposits by the end of 2012, which was an increase of 59% from 2011. Hong Kong's government is pursuing efforts to introduce additional use of RMB in its financial markets and is seeking to expand the Beijing set RMB quota. China has long been Hong Kong's largest trading partner and China accounts for roughly half of Hong Kong's exports by value. Natural resources are limited in Hong Kong, which creates the need for food and raw material imports. China has eased travel restrictions to Hong Kong and as a result the number of tourists from China to travel to Hong Kong has greatly increased from 4.5 million in 2001 to 34.9 million in 2012. In 2012, tourists from China outnumbered visitors from all other countries combined. Hong Kong has also established the Hong Kong Stock Exchange as the premier stock market for Chinese firms who seek to list abroad. In 2012, companies from mainland China constituted close to Page 5 46.6% of the firms listed on the Hong Kong Stock Exchange. These companies also accounted for about 57.4% of the Exchange's market capitalization. In the past decade, the service industry in Hong Kong has grown rapidly as Hong Kong's manufacturing industry moved to mainland China. Economic growth slowed to 5% in 2011, and further to less than 2% in 2012. Inflation rose to 4.1% in 2012 as a result of credit expansion and tight housing supply conditions. Lower and middle income segments of the population are increasingly unable to afford adequate housing. Hong Kong's currency is linked closely to the United States dollar, maintaining an arrangement established in 1983. Since 1978, China has gradually transformed from a closed, centrally planned system to a system that is more market-oriented and that plays a major global role. In 2010, China became the largest exporter in the world. The reforms in China began with the phase-out of collectivized agriculture, and has expanded to include the gradual liberalization of prices, fiscal decentralization, increased autonomy for state enterprises, creation of a diversified banking system, development of stock markets, rapid growth of the private sector, and opening to foreign trade and investment. In recent years, China has again supported state-owned enterprises in sectors China considers important to "economic security." This renewed support includes a focus on fostering globally competitive national champions. After linking its currency closely to the United States dollar for years, China revalued its currency by 2.1% against the United States dollar in 2005. In addition, China moved to an exchange rate system that instead references a basket of currencies. From the middle of 2005 to late 2008, the RMB appreciated more than 20% against the United States dollar. However, since Beijing allowed the resumption of gradual appreciation, which began with the onset of the global financial crisis through June 2010, the exchange rate remained pegged to the United States dollar. Since 1979, the efficiency gains resulting from the restructuring of the economy have contributed to a greater than a tenfold increase in GDP. In 2012, on a purchasing power parity basis which is adjusted for price differences, China was the second-largest economy in the world, behind only the United States. The value of services produced in China is second to the United States as well, however, the dollar values of China's agricultural and industrial output each exceed those of the United States. In addition to having a per capita income below the world average, the Chinese government faces a number of economic challenges. To overcome these economic challenges, China must reduce the high domestic savings rate and increase the correspondingly low domestic demand, sustain adequate job growth for the tens of millions of migrants and new entrants to the work force, reduce corruption and other economic crimes, and contain environmental damage and social strife resulting from the economy's rapid transformation. Coastal provinces in China have experienced greater economic development than the interior provinces. By 2011, more than 250 million migrant workers in search of work and their dependents had relocated to urban areas. The population control policy in China has caused China to now be one of the most rapidly aging countries in the world. Another long-term problem is the deterioration in the environment, which includes air pollution, soil erosion, and the steady fall of the water table. Further, economic development and erosion continue to destroy arable land in China. The Chinese government is seeking to add energy production capacity by focusing on sources such as nuclear and alternative energy development, rather than coal and oil. Between 2010-11, due mostly to its credit-fueled stimulus program, China faced high inflation. Inflation appears to have been controlled by some tightening measures, however as a result growth in GDP slowed to under 8% for 2012. The economic slowdown in Europe contributed to China's economic slowdown, and is expected to further inhibit Chinese growth in 2013. Policy makers are currently challenged by debt still remaining from the stimulus program, particularly among local governments, and a bubble in the prices of property. China has made little progress towards the goals set forth of the 12th Five-Year Plan. The plan was adopted in March 2011 and emphasizes continued economic reforms and the need to increase domestic consumption in order to decrease dependence on exports in the future. United Kingdom. The United Kingdom is a leading global trading power and financial center. The United Kingdom is the third largest economy in Europe after Germany and France. In the past 20 years, the government has greatly reduced public ownership and limited the growth of social welfare programs. In the United Kingdom, agriculture is intensive, highly mechanized, and efficient as compared to European standards. Agriculture produces about 60% of United Kingdom food needs while making use of less than 2% of the labor force. The United Kingdom became a net importer of energy in 2005. Although the United Kingdom has large coal, natural gas, and oil resources, its oil and natural gas reserves are declining. The largest proportion of GDP consists of services, particularly banking, insurance, and business services, while industry continues to decline in importance. Page 6 After emerging from a recession in 1992, Britain's economy enjoyed its longest period of expansion on record. During this period of expansion, growth in the United Kingdom has outpaced most of Western Europe. However, in 2008, due to the importance of its financial sector, the global financial crisis hit the economy in the United Kingdom particularly hard. Sharp declines in home prices, high consumer debt, and the global economic slowdown compounded Britain's economic problems. The economy was pushed into recession in the second half of 2008 and prompted the then Prime Minister Gordon Brown-led (Labour) government to implement a number of measures. Aimed to stimulate the economy and stabilize the financial markets, these measures included nationalizing parts of the banking system, temporarily cutting taxes, suspending public sector borrowing rules, and moving forward public spending on capital projects. In the face of growing public deficits and debt levels, the David Cameron-led coalition government (between Conservatives and Liberal Democrats) initiated a five-year austerity program in 2010. This program aimed to lower London's budget deficit from over 10% of GDP in 2010 to nearly 1% by 2015. In November 2011, additional austerity measures were announced by Chancellor of the Exchequer George Osborne through 2017 because of slower-than-expected economic growth and the impact of the euro-zone debt crisis. In addition, the Cameron government raised the value added tax from 17.5% to 20% in 2011. As of April 1, 2014, the corporation tax rate was reduced to 21% and the corporation tax rate will be further reduced to 20% starting April 1, 2015. In December 2012, the Bank of England implemented an asset purchase program of up to 375 billion pounds (approximately $605 billion). During times of economic crisis, the Bank of England coordinates interest rate moves with the European Central Bank. However, Britain remains outside the European Economic and Monetary Union. In 2012, the economy struggled with weak consumer spending and subdued business investment. However, in 2013 GDP grew 1.4% due to greater consumer spending and a recovering housing market. The budget deficit is falling, but remains high at nearly 7% of GDP, while public debt also continues to increase. Foreign Issuers. The following section applies to individual Trusts which contain Securities issued by, or invest in securities issued by, foreign entities. Since certain of the Securities in the Trust consist of, or invest in, securities issued by foreign entities, an investment in the Trust involves certain investment risks that are different in some respects from an investment in a trust which invests solely in the securities of domestic entities. These investment risks include future political or governmental restrictions which might adversely affect the payment or receipt of payment of dividends on the relevant Securities, the possibility that the financial condition of the issuers of the Securities may become impaired or that the general condition of the relevant stock market may worsen (both of which would contribute directly to a decrease in the value of the Securities and thus in the value of the Units), the limited liquidity and relatively small market capitalization of the relevant securities market, expropriation or confiscatory taxation, economic uncertainties and foreign currency devaluations and fluctuations. In addition, for foreign issuers that are not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, there may be less publicly available information than is available from a domestic issuer. Also, foreign issuers are not necessarily subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers. The securities of many foreign issuers are less liquid and their prices more volatile than securities of comparable domestic issuers. In addition, fixed brokerage commissions and other transaction costs on foreign securities exchanges are generally higher than in the United States and there is generally less government supervision and regulation of exchanges, brokers and issuers in foreign countries than there is in the United States. However, due to the nature of the issuers of the Securities selected for the Trust, the Sponsor believes that adequate information will be available to allow the Supervisor to provide portfolio surveillance for the Trust. Securities issued by non-U.S. issuers generally pay dividends in foreign currencies and are principally traded in foreign currencies. Therefore, there is a risk that the United States dollar value of these securities will vary with fluctuations in the U.S. dollar foreign exchange rates for the various Securities. On the basis of the best information available to the Sponsor at the present time, none of the Securities in the Trust are subject to exchange control restrictions under existing law which would materially interfere with payment to the Trust of dividends due on, or proceeds from the sale of, the Securities. However, there can be no assurance that exchange control regulations might not be adopted in the future which might adversely affect payment to the Trust. The adoption of exchange control regulations and other legal restrictions could have an adverse impact on the marketability of international securities in the Trust and on the ability of the Trust to satisfy its obligation to redeem Units tendered to the Trustee for redemption. In addition, restrictions on the settlement of transactions on either the purchase or sale side, or both, could cause delays or increase the costs associated with the purchase and sale of the foreign Securities and correspondingly could affect the price of the Units. Page 7 Investors should be aware that it may not be possible to buy all Securities at the same time because of the unavailability of any Security, and restrictions applicable to the Trust relating to the purchase of a Security by reason of the federal securities laws or otherwise. Foreign securities generally have not been registered under the Securities Act of 1933 and may not be exempt from the registration requirements of such Act. Sales of non-exempt Securities by the Trust in the United States securities markets are subject to severe restrictions and may not be practicable. Accordingly, sales of these Securities by the Trust will generally be effected only in foreign securities markets. Although the Sponsor does not believe that the Trust will encounter obstacles in disposing of the Securities, investors should realize that the Securities may be traded in foreign countries where the securities markets are not as developed or efficient and may not be as liquid as those in the United States. The value of the Securities will be adversely affected if trading markets for the Securities are limited or absent. Emerging Markets. An investment in Units of certain of the Trusts should be made with an understanding of the risks inherent with investing in certain smaller and emerging markets. Compared to more mature markets, some emerging markets may have a low level of regulation, enforcement of regulations and monitoring of investors' activities. Those activities may include practices such as trading on material non-public information. The securities markets of developing countries are not as large as the more established securities markets and have substantially less trading volume, resulting in a lack of liquidity and high price volatility. There may be a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries as well as a high concentration of investors and financial intermediaries. These factors may adversely affect the timing and pricing of the acquisition or disposal of securities. In certain emerging markets, registrars are not subject to effective government supervision nor are they always independent from issuers. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists, which, along with other factors, could result in the registration of a shareholding being completely lost. Investors should therefore be aware that the Trust could suffer loss arising from these registration problems. In addition, the legal remedies in emerging markets are often more limited than the remedies available in the United States. Practices pertaining to the settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in large part because of the need to use brokers and counterparties who are less well capitalized, and custody and registration of assets in some countries may be unreliable. As a result, brokerage commissions and other fees are generally higher in emerging markets and the procedures and rules governing foreign transactions and custody may involve delays in payment, delivery or recovery of money or investments. Delays in settlement could result in investment opportunities being missed if the Trust is unable to acquire or dispose of a security. Certain foreign investments may also be less liquid and more volatile than U.S. investments, which may mean at times that such investments are unable to be sold at desirable prices. Political and economic structures in emerging markets often change rapidly, which may cause instability. In adverse social and political circumstances, governments have been involved in policies of expropriation, confiscatory taxation, nationalization, intervention in the securities market and trade settlement, and imposition of foreign investment restrictions and exchange controls, and these could be repeated in the future. In addition to withholding taxes on investment income, some governments in emerging markets may impose different capital gains taxes on foreign investors. Foreign investments may also be subject to the risks of seizure by a foreign government and the imposition of restrictions on the exchange or export of foreign currency. Additionally, some governments exercise substantial influence over the private economic sector and the political and social uncertainties that exist for many developing countries are considerable. Another risk common to most developing countries is that the economy is heavily export oriented and, accordingly, is dependent upon international trade. The existence of overburdened infrastructures and obsolete financial systems also presents risks in certain countries, as do environmental problems. Certain economies also depend to a large degree upon exports of primary commodities and, therefore, are vulnerable to changes in commodity prices which, in turn, may be affected by a variety of factors. Exchange Rates. The Global Target 15 Portfolio, the Target Dividend Multi-Strategy Portfolio, the Target Focus Five Portfolio and the Target VIP Portfolio contain Securities that are principally traded in foreign currencies and as such, involve investment risks that are substantially different from an investment in a fund which invests in securities that are principally traded in United States dollars. The United States dollar value of the portfolio (and hence of the Units) and of the Page 8 distributions from the portfolio will vary with fluctuations in the United States dollar foreign exchange rates for the relevant currencies. Most foreign currencies have fluctuated widely in value against the United States dollar for many reasons, including supply and demand of the respective currency, the rate of inflation in the respective economies compared to the United States, the impact of interest rate differentials between different currencies on the movement of foreign currency rates, the balance of imports and exports goods and services, the soundness of the world economy and the strength of the respective economy as compared to the economies of the United States and other countries. The post-World War II international monetary system was, until 1973, dominated by the Bretton Woods Treaty which established a system of fixed exchange rates and the convertibility of the United States dollar into gold through foreign central banks. Starting in 1971, growing volatility in the foreign exchange markets caused the United States to abandon gold convertibility and to effect a small devaluation of the United States dollar. In 1973, the system of fixed exchange rates between a number of the most important industrial countries of the world, among them the United States and most Western European countries, was completely abandoned. Subsequently, major industrialized countries have adopted "floating" exchange rates, under which daily currency valuations depend on supply and demand in a freely fluctuating international market. Many smaller or developing countries have continued to "peg" their currencies to the United States dollar although there has been some interest in recent years in "pegging" currencies to "baskets" of other currencies or to a Special Drawing Right administered by the International Monetary Fund. In Europe, the euro has been developed. Currencies are generally traded by leading international commercial banks and institutional investors (including corporate treasurers, money managers, pension funds and insurance companies). From time to time, central banks in a number of countries also are major buyers and sellers of foreign currencies, mostly for the purpose of preventing or reducing substantial exchange rate fluctuations. Exchange rate fluctuations are partly dependent on a number of economic factors including economic conditions within countries, the impact of actual and proposed government policies on the value of currencies, interest rate differentials between the currencies and the balance of imports and exports of goods and services and transfers of income and capital from one country to another. These economic factors are influenced primarily by a particular country's monetary and fiscal policies (although the perceived political situation in a particular country may have an influence as well-particularly with respect to transfers of capital). Investor psychology may also be an important determinant of currency fluctuations in the short run. Moreover, institutional investors trying to anticipate the future relative strength or weakness of a particular currency may sometimes exercise considerable speculative influence on currency exchange rates by purchasing or selling large amounts of the same currency or currencies. However, over the long term, the currency of a country with a low rate of inflation and a favorable balance of trade should increase in value relative to the currency of a country with a high rate of inflation and deficits in the balance of trade. The following tables set forth, for the periods indicated, the range of fluctuation concerning the equivalent U.S. dollar rates of exchange and end-of-month equivalent U.S. dollar rates of exchange for the United Kingdom pound sterling, the Hong Kong dollar, the euro, the Japanese Yen, the Singapore dollar and the Australian dollar: Page 9
FOREIGN EXCHANGE RATES RANGE OF FLUCTUATIONS IN FOREIGN CURRENCIES UNITED KINGDOM ANNUAL POUND STERLING/ HONG KONG/ EURO/ JAPANESE YEN/ SINGAPORE/ AUSTRALIA/ PERIOD U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR ------ -------------- ----------- ----------- -------------- ----------- ----------- 1983 0.616-0.707 6.480-8.700 1984 0.670-0.864 7.774-8.869 1985 0.672-0.951 7.729-7.826 1986 0.643-0.726 7.768-7.819 1987 0.530-0.680 7.751-7.822 1988 0.525-0.601 7.764-7.825 1989 0.548-0.661 7.775-7.817 1990 0.504-0.627 7.740-7.817 1991 0.499-0.624 7.716-7.803 1992 0.498-0.667 7.697-7.781 1993 0.630-0.705 7.722-7.766 1994 0.610-0.684 7.723-7.748 1995 0.610-0.653 7.726-7.763 80.630-104.550 1.389-1.466 1.289-1.411 1996 0.583-0.670 7.726-7.742 103.450-116.210 1.394-1.426 1.225-1.363 1997 0.584-0.633 7.725-7.750 111.260-130.880 1.399-1.699 1.253-1.538 1998 0.584-0.620 7.735-7.750 113.600-147.260 1.584-1.792 1.456-1.799 1999 0.597-0.646 7.746-7.775 0.845-0.999 101.640-124.330 1.654-1.736 1.488-1.639 2000 0.605-0.715 7.776-7.800 0.967-1.209 101.450-114.410 1.656-1.759 1.497-1.963 2001 0.665-0.728 7.797-7.800 1.045-1.196 113.580-131.790 1.727-1.856 1.749-2.088 2002 0.621-0.710 7.798-7.800 0.953-1.164 115.810-134.710 1.733-1.852 1.738-1.973 2003 0.560-0.643 7.706-7.800 0.794-0.965 106.980-121.690 1.700-1.784 1.330-1.779 2004 0.514-0.570 7.763-7.800 0.733-0.846 102.080-114.520 1.631-1.728 1.252-1.465 2005 0.518-0.583 7.752-7.800 0.743-0.857 102.050-121.040 1.619-1.706 1.252-1.381 2006 0.505-0.581 7.751-7.793 0.749-0.846 109.790-119.790 1.534-1.661 1.264-1.418 2007 0.474-0.521 7.750-7.830 0.672-0.776 107.410-123.890 1.439-1.545 1.071-1.298 2008 0.492-0.695 7.750-7.815 0.625-0.803 87.240-111.650 1.348-1.530 1.021-1.663 2009 0.598-0.727 7.750-7.760 0.661-0.798 86.410-100.990 1.380-1.555 1.067-1.587 2010 0.611-0.698 7.751-7.805 0.689-0.839 80.400- 94.610 1.282-1.424 0.977-1.234 2011 0.599-0.652 7.763-7.809 0.674-0.775 75.820- 85.490 1.201-1.320 0.907-1.050 2012 0.614-0.653 7.750-7.770 0.743-0.829 76.200- 86.750 1.216-1.297 0.925-1.031 2013 0.604-0.673 7.751-7.765 0.725-0.782 86.700-105.310 1.221-1.284 0.944-1.129
Source: Bloomberg L.P. Page 10
END OF MONTH EXCHANGE RATES FOR FOREIGN CURRENCIES UNITED KINGDOM JAPANESE POUND STERLING/ HONG KONG/ EURO/ YEN/ SINGAPORE/ AUSTRALIA/ MONTHLY PERIOD U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S. DOLLAR U.S.DOLLAR -------------- --------------- ----------- ----------- ----------- ----------- ---------- 2011: January .624 7.797 .730 82.040 1.280 1.003 February .615 7.788 .724 81.780 1.272 0.982 March .624 7.779 .706 83.130 1.261 0.968 April .599 7.766 .675 81.190 1.224 0.911 May .608 7.777 .695 81.520 1.233 0.937 June .623 7.782 .690 80.560 1.229 0.933 July .609 7.794 .695 76.760 1.204 0.910 August .615 7.786 .696 76.660 1.204 0.934 September .642 7.786 .747 77.060 1.307 1.035 October .622 7.768 .722 78.170 1.255 0.950 November .637 7.768 .744 77.620 1.282 0.972 December .643 7.767 .772 76.910 1.297 0.980 2012: January .635 7.755 .764 76.270 1.258 0.942 February .628 7.756 .750 81.150 1.252 0.932 March .625 7.766 .749 82.870 1.258 0.967 April .616 7.759 .755 79.820 1.237 0.959 May .649 7.762 .809 78.320 1.289 1.027 June .637 7.757 .789 79.790 1.265 0.977 July .638 7.755 .813 78.120 1.245 0.952 August .630 7.756 .795 78.390 1.247 0.969 September .619 7.755 .778 77.960 1.227 0.964 October .620 7.750 .772 79.770 1.220 0.964 November .624 7.750 .770 82.480 1.220 0.959 December .615 7.750 .758 86.750 1.222 0.962 2013: January .631 7.755 .736 91.710 1.238 0.959 February .660 7.755 .766 92.560 1.239 0.979 March .658 7.764 .780 94.220 1.240 0.960 April .644 7.760 .759 97.450 1.232 0.964 May .658 7.763 .769 100.450 1.264 1.045 June .657 7.757 .769 99.140 1.268 1.094 July .658 7.756 .752 97.880 1.271 1.113 August .645 7.755 .756 98.170 1.275 1.123 September .618 7.756 .739 98.270 1.256 1.073 October .623 7.753 .736 98.360 1.242 1.058 November .611 7.753 .736 102.440 1.256 1.098 December .604 7.754 .728 105.310 1.263 1.121 2014: January .608 7.765 .742 102.040 1.277 1.142 February .597 7.760 .725 101.800 1.268 1.121 March .600 7.757 .726 103.230 1.258 1.079 April .593 7.753 .721 102.240 1.254 1.077 May .597 7.753 .733 101.770 1.254 1.074 June .585 7.750 .730 101.330 1.247 1.060
Source: Bloomberg L.P. The Evaluator will estimate current exchange rates for the relevant currencies based on activity in the various currency exchange markets. However, since these markets are volatile and are constantly changing, depending on the activity at any particular time of the large international commercial banks, various central banks, large multi- national corporations, speculators and other buyers and sellers of foreign currencies, and since actual foreign currency transactions may not be instantly reported, the exchange rates estimated by the Evaluator may not be indicative of the amount in United States dollars the Trusts would receive had the Trustee sold any particular currency in the market. The foreign exchange transactions of the Trusts will be conducted by the Trustee with foreign exchange dealers acting as Page 11 principals on a spot (i.e., cash) buying basis. Although foreign exchange dealers trade on a net basis, they do realize a profit based upon the difference between the price at which they are willing to buy a particular currency (bid price) and the price at which they are willing to sell the currency (offer price). Small-Cap Companies. While historically small-cap company stocks have outperformed the stocks of large companies, the former have customarily involved more investment risk as well. Small-cap companies may have limited product lines, markets or financial resources; may lack management depth or experience; and may be more vulnerable to adverse general market or economic developments than large companies. Some of these companies may distribute, sell or produce products which have recently been brought to market and may be dependent on key personnel. The prices of small company securities are often more volatile than prices associated with large company issues, and can display abrupt or erratic movements at times, due to limited trading volumes and less publicly available information. Also, because small cap companies normally have fewer shares outstanding and these shares trade less frequently than large companies, it may be more difficult for the Trusts which contain these Securities to buy and sell significant amounts of such shares without an unfavorable impact on prevailing market prices. Litigation Microsoft Corporation. Microsoft Corporation has been engaged in antitrust and unfair competition litigation with the U.S. Department of Justice, the District of Columbia, and several states. Microsoft reached a settlement in 2001 with the U.S. Department of Justice which was joined by nineteen states, while three other states reached separate settlements. Microsoft is also involved in class action lawsuits alleging unfair competition and monopolization of markets for operating systems and certain software. The classes have consisted of both direct and indirect purchasers of Microsoft products. As of February 14, 2007, damages claims brought in class action cases by indirect purchasers have been dismissed under federal law and in 16 states. Additionally, two states have refused to certify these classes. However, classes have been certified in several states, and Microsoft has reached settlement agreements with many of these classes. The settlement agreements have received final approval in 17 states and the District of Columbia. Two other states have granted preliminary approval of settlements. The settlement agreements generally grant the class members vouchers entitling the holder to reimbursement. Microsoft had also been involved in antitrust and unfair competition litigation in Europe. On March 24, 2004, the European Commission (the "Commission") found that Microsoft violated the European Union Treaty's competition rules by abusing its market power. The Commission found that Microsoft abused its power by deliberately limiting the interoperability between PCs and non-Microsoft servers and bundling Windows Media Player with its Windows operating system. As remedial measures, Microsoft was ordered to disclose certain interface documentation to allow non- Microsoft servers to interact with Windows PCs and servers, and it was ordered to develop a new version of its Windows operating system without Windows Media Player. Microsoft was also fined $605 million by the Commission, and it was fined $351 million in 2006 for failure to comply with the Commission's disclosure order of 2004. Microsoft was fined again in February 2008, in the amount of $1.35 billion, for failure to comply with the 2004 order. Two additional investigations were initiated in January 2008 involving the interoperability and bundling of Microsoft products. On December 16, 2009, the Commission agreed to settle its remaining antitrust issues with Microsoft in exchange for a legally binding commitment from Microsoft. Pursuant to the settlement agreement, Microsoft will provide a pop-up screen which will offer users an option to replace Microsoft's Internet Explorer with a competitor's Web browser. Microsoft will provide this pop-up screen for five years and report its progress every six months to the Commission. In addition, Microsoft agreed to a public undertaking which will further the interoperability of Microsoft products with non-Microsoft technologies. The Korean Fair Trade Commission ("KFTC") made similar anti-competitive findings regarding the bundling of instant messaging software and Windows Media Player with Microsoft's Windows operating systems. The KFTC issued an order in December 2005 which imposed a fine of $35 million and required a modified version of Windows be made available. On August 23, 2006, versions of Microsoft Windows mandated by the KFTC were released. Microsoft is involved in several other lawsuits arising from both intellectual property issues and the normal operations of business. It is impossible to predict what impact any future litigation or settlement will have on Microsoft or the value of its stock. Tobacco Industry. Certain of the issuers of Securities in certain Trusts may be involved in the manufacture, distribution and sale of tobacco products. Pending litigation proceedings against such issuers in the Page 12 United States and abroad cover a wide range of matters including product liability and consumer protection. Damages claimed in such litigation alleging personal injury (both individual and class actions), and in health cost recovery cases brought by governments, labor unions and similar entities seeking reimbursement for healthcare expenditures, aggregate many billions of dollars. In November 1998, five of the largest tobacco companies in the United States entered into the Tobacco Master Settlement Agreement ("MSA") with 46 states to settle state lawsuits to recover costs associated with treating smoking-related illnesses. According to the MSA, the tobacco industry is projected to pay the settling states in excess of $200 billion over 25 years. Four states settled their tobacco cases separately from the MSA. In March 2001, five states initiated court proceedings to stop R.J. Reynolds Tobacco Company ("R.J. Reynolds") from violating provisions of the MSA. The lawsuits, filed in state courts of Arizona, California, New York, Ohio and Washington, seek enforcement of restrictions on marketing, advertising and promotional activities that R.J. Reynolds agreed to under the terms of the MSA. In June 2002, a California court ruled that R.J. Reynolds unlawfully placed cigarette ads in magazines with a large percentage of readers aged 12-17, in violation of the MSA. As a result, R.J. Reynolds was ordered to pay $20 million in sanctions plus attorneys' fees and costs. An Arizona court also found R.J. Reynolds had violated the MSA. In July 2004, R.J. Reynolds and Brown & Williamson Tobacco Corporation ("B&W") combined R.J. Reynolds and the U.S. assets, liabilities and operations of B&W to form Reynolds American Inc. On December 15, 2005, the Illinois Supreme Court reversed a $10.1 billion verdict against Altria Group's Philip Morris USA division ("Philip Morris") in what is known as the Price case, ordering a lower court to dismiss the case in which the company was accused of defrauding customers into thinking "light" cigarettes were safer than regular ones. The Court held that the Federal Trade Commission specifically authorized the use of "light" and "low tar" to describe the cigarettes, and, therefore, Philip Morris is not liable under the Illinois Consumer Fraud Act, even if the terms may be deemed false, deceptive or misleading. The case was decided on the basis of a state statute and not federal preemption. The initial $10.1 billion judgment in the Price case was handed down against Philip Morris by a trial court judge in March 2003. The Illinois Supreme Court took the unusual step of bypassing the appellate court in hearing the case on appeal directly from the trial court. The size of the original award put the company at risk for filing bankruptcy protection. In addition, because Philip Morris accounts for more than half of the annual tobacco-settlement payments to the states under the 1998 MSA, such payments could have been in jeopardy. On May 5, 2006 the Illinois Supreme Court denied the plaintiff's motion for a rehearing, and on November 27, 2006 the Supreme Court of the United States denied certiorari. In a suit brought by the Department of Justice against Altria and other cigarette companies, a U.S. District Court ruled on August 17, 2006, that the defendants violated the Racketeer Influenced and Corrupt Organizations Act ("RICO"). However, the court refused to grant the $10 billion smoking cessation campaign and $4 billion youth counter- marketing campaign remedies requested by the government. The court did rule that Philip Morris must remove "light" and "ultra light" from its packaging. Altria is appealing this verdict. On July 6, 2006, the Florida Supreme Court decertified a class and overturned a trial court's $145 billion punitive damages award against Philip Morris as excessive and improper as a matter of law. On December 15, 2008 the Supreme Court of the United States ruled that consumers may sue Philip Morris under state unfair trade laws. The Court held that neither the Federal Trade Commission's actions nor the Labeling Act, which sets forth the required cigarette warning labels, preempted a lawsuit based on state law. The Court noted that the Labeling Act mandates labels aimed at providing adequate health warnings, and it bars states from requiring additional health warnings. But the Labeling Act does not prevent claims that cigarettes labeled as "light" or "low tar" are fraudulent, deceptive or misleading. Additional pending and future litigation and/or legislation could adversely affect the value, operating revenues, financial position and sustainability of tobacco companies. The Sponsor is unable to predict the outcome of litigation pending against tobacco companies or how the current uncertainty concerning regulatory and legislative measures will ultimately be resolved. These and other possible developments may have a significant impact upon both the price of such Securities and the value of Units of Trusts containing such Securities. Page 13 Concentrations Concentration Risk. When at least 25% of a Trust's portfolio is invested in securities issued by companies within a single sector, the Trust is considered to be concentrated in that particular sector. A portfolio concentrated in a single sector may present more risks than a portfolio broadly diversified over several sectors. The Dow(R) Target 5 Portfolio, the Target VIP Portfolio and the Value Line(R) Target 25 Portfolio are concentrated in stocks of information technology companies. The Dow(R) Target Dividend Portfolio is concentrated in stocks of financial and utility companies. The Global Target 15 Portfolio, the S&P Target SMid 60 Portfolio, the Target Dividend Multi-Strategy Portfolio and the Target Global Dividend Leaders Portfolio are concentrated in stocks of financial companies. Financials. An investment in Units of the Trust should be made with an understanding of the problems and risks inherent in the financial services sector in general. Banks, thrifts and their holding companies are especially subject to the adverse effects of economic recession; volatile interest rates; portfolio concentrations in geographic markets, in commercial and residential real estate loans or any particular segment or industry; and competition from new entrants in their fields of business. Banks and thrifts are highly dependent on net interest margin. Banks and thrifts traditionally receive a significant portion of their revenues from consumer mortgage fee income as a result of activity in mortgage and refinance markets. During the financial crisis that began in 2007, economic conditions in the real estate markets deteriorated, leading to asset write-offs and decreased liquidity in the credit markets, which can have a substantial negative effect upon banks and thrifts because they generally have a portion of their assets invested in loans secured by real estate. Difficulties in the mortgage and broader credit markets resulted in decreases in the availability of funds. Financial performance of many banks and thrifts, especially in securities collateralized by mortgage loans deteriorated as well. While an improving economy and low interest rates have increased the demand for real estate, banks and thrifts still face difficulties. A recent example is the Ability to Repay Rule, which became effective on January 10, 2014. This rule requires that a potential borrower's financial information be supplied and verified by lenders. This information must be used in determining a borrower's ability to pay back a loan. These additional steps present a number of compliance challenges for lenders and could influence the types of mortgage products that lenders offer in the future. In response to recent market and economic conditions, the United States Government, particularly the U.S. Department of the Treasury ("U.S. Treasury"), the Federal Reserve Board ("FRB"), and the Federal Deposit Insurance Corporation ("FDIC") have taken a variety of extraordinary measures including capital injections, guarantees of bank liabilities and the acquisition of illiquid assets from banks designed to provide fiscal stimulus, restore confidence in the financial markets and to strengthen financial institutions. The recently enacted Emergency Economic Stabilization Act of 2008 ("EESA") gave the U.S. Treasury $700 billion to purchase bad mortgage-related securities that caused much of the difficulties experienced by financial institutions and the credit markets in general. Additionally, the American Recovery and Reinvestment Act of 2009 ("ARRA") was signed into law in February, 2009. The EESA and ARRA, along with the U.S. Treasury's Capital Purchase Program (which provides for direct purchases by the U.S. Treasury of equity from financial institutions), contain provisions limiting the way banks and their holding companies are able pay dividends, purchase their own common stock, and compensate officers. Furthermore, participants have been subject to forward looking stress tests to determine if they have sufficient capital to withstand certain economic scenarios, including situations more severe than the current recession. As a result of these stress tests, some financial institutions were required to increase their level of capital through a combination of asset sales, additional equity offerings and the conversion of preferred shares into common stock. The long-term effects of the EESA, ARRA, and the stress tests are not yet known and cannot be predicted. This uncertainty may cause increased costs and risks for the firms associated with the respective programs. Banks, thrifts and their holding companies are subject to extensive federal regulation and, when such institutions are state-chartered, to state regulation as well. Such regulations impose strict capital requirements and limitations on the nature and extent of business activities that banks and thrifts may pursue. Furthermore, bank regulators have a wide range of discretion in connection with their supervisory and enforcement authority and may substantially restrict the permissible activities of a particular institution if deemed to pose significant risks to the soundness of such institution or the safety of the federal deposit insurance fund. Regulatory actions, such as increases in the minimum capital requirements applicable to banks and Page 14 thrifts and increases in deposit insurance premiums required to be paid by banks and thrifts to the FDIC, can negatively impact earnings and the ability of a company to pay dividends. Neither federal insurance of deposits nor governmental regulations, however, insures the solvency or profitability of banks or their holding companies, or insures against any risk of investment in the securities issued by such institutions. New legislation and regulatory changes could cause business disruptions, result in significant loss of revenue, limit financial firms' ability to pursue business opportunities, impact the value of business assets and impose additional costs that may adversely affect business. There can be no assurance as to the actual impact these laws and their implementing regulations, or any other governmental program, will have on the financial markets. Currently the FRB, FDIC, Securities and Exchange Commission, Office of Comptroller of the Currency (a bureau of the U.S. Treasury which regulates national banks), and the U.S. Commodities Futures Trading Commission (which oversees commodity futures and option markets) all play a role in the supervision of the financial markets. On July 21, 2010 the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"). Dodd-Frank calls for swift government intervention which includes the creation of new federal agencies that will have a direct impact on the financial, banking and insurance industries. Dodd-Frank established the Financial Services Oversight Council ("FSOC"). The FSOC is chaired by the Secretary of the Treasury and brings together federal financial regulators, state regulators and an independent insurance expert appointed by the President. The FSOC provides, for the first time, comprehensive monitoring of the stability of the U.S. financial system. The role of the FSOC is to identify risks to the financial stability of the United States, to promote market discipline and to respond to emerging risks to the stability of the U.S. financial system. In doing so, the FSOC has new authorities to constrain excessive risk in the financial system. For example, the FSOC has the authority to designate a non-bank financial firm for tough new supervision aimed at minimizing the risk of such firm from threatening the stability of the U.S financial system. Such financial firms would be subject to increased scrutiny concerning their capital, liquidity and risk management standards. Dodd-Frank also transferred federal supervisory and rulemaking authority over savings and loan holding companies and savings associations from the Office of Thrift Supervision to the FRB, the office of the Controller of the Currency and the FDIC. While Dodd-Frank preserved many of the previous regulations for such savings and loan holding companies and savings associations, these entities are now subject to new regulators and new regulations. It is unclear what impact the federal banking agencies that now regulate such entities will have on savings and loan holding companies and savings associations. The statutory requirements applicable to and regulatory supervision of banks, thrifts and their holding companies have increased significantly and have undergone substantial change in the recent past. To a great extent, these changes are embodied in the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Federal Deposit Insurance Corporation Improvement Act of 1991, the Resolution Trust Corporation Refinancing, Restructuring, and Improvement Act of 1991, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 and the regulations promulgated under these laws. In 1999, the Gramm-Leach- Bliley Act repealed most of the barriers set up by the 1933 Glass- Steagall Act which separated the banking, insurance and securities industries. Banks and thrifts now face significant competition from other financial institutions such as mutual funds, credit unions, mortgage banking companies and insurance companies. Banks, insurance companies and securities firms can merge to form one-stop financial conglomerates marketing a wide range of financial service products to investors. This legislation has resulted in increased merger activity and heightened competition among existing and new participants in the field. Efforts to expand the ability of federal thrifts to branch on an interstate basis have been initially successful through promulgation of regulations and legislation to liberalize interstate banking has been signed into law. Under the legislation, banks are able to purchase or establish subsidiary banks in any state. Since mid-1997, banks have been allowed to turn existing banks into branches, thus leading to continued consolidation. The Securities and Exchange Commission and the Financial Accounting Standards Board ("FASB") require the expanded use of market value accounting by banks and have imposed rules requiring mark-to-market accounting for investment securities held in trading accounts or available for sale. Adoption of additional such rules may result in increased volatility in the reported health of the industry, and mandated regulatory intervention to correct such problems. FASB ASC 820, "Fair Value Measurement" changed the requirements of mark-to-market accounting and determining fair value when the volume and level of activity for the asset or liability has significantly decreased. These changes and other potential changes in financial accounting rules and valuation techniques may have a significant impact on the banking and financial services industries in terms of accurately pricing assets or liabilities. Page 15 Additional legislative and regulatory changes may be forthcoming. For example, the bank regulatory authorities have proposed substantial changes to the Community Reinvestment Act and fair lending laws, rules and regulations, and there can be no certainty as to the effect, if any, that such changes would have on the Securities in a Trust's portfolio. In addition, from time to time the deposit insurance system is reviewed by Congress and federal regulators, and proposed reforms of that system could, among other things, further restrict the ways in which deposited moneys can be used by banks or change the dollar amount or number of deposits insured for any depositor. On October 3, 2008, EESA increased the maximum amount of federal deposit insurance coverage payable as to any certificate of deposit from $100,000 to $250,000 per depositor and this increase was made permanent by Dodd-Frank. The impact of this reform is unknown and could reduce profitability as investment opportunities available to bank institutions become more limited and as consumers look for savings vehicles other than bank deposits. The Sponsor makes no prediction as to what, if any, manner of bank and thrift regulatory actions might ultimately be adopted or what ultimate effect such actions might have on a Trust's portfolio. The Federal Bank Holding Company Act of 1956 ("BHC Act") generally prohibits a bank holding company from (1) acquiring, directly or indirectly, more than 5% of the outstanding shares of any class of voting securities of a bank or bank holding company, (2) acquiring control of a bank or another bank holding company, (3) acquiring all or substantially all the assets of a bank, or (4) merging or consolidating with another bank holding company, without first obtaining FRB approval. In considering an application with respect to any such transaction, the FRB is required to consider a variety of factors, including the potential anti-competitive effects of the transaction, the financial condition and future prospects of the combining and resulting institutions, the managerial resources of the resulting institution, the convenience and needs of the communities the combined organization would serve, the record of performance of each combining organization under the Community Reinvestment Act and the Equal Credit Opportunity Act, and the prospective availability to the FRB of information appropriate to determine ongoing regulatory compliance with applicable banking laws. In addition, the federal Change In Bank Control Act and various state laws impose limitations on the ability of one or more individuals or other entities to acquire control of banks or bank holding companies. The FRB has issued a policy statement on the payment of cash dividends by bank holding companies in which the FRB expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends which exceed its net income or which could only be funded in ways that would weaken its financial health, such as by borrowing. The FRB also may impose limitations on the payment of dividends as a condition to its approval of certain applications, including applications for approval of mergers and acquisitions. The Sponsor makes no prediction as to the effect, if any, such laws will have on the Securities or whether such approvals, if necessary, will be obtained. Companies engaged in investment banking/brokerage and investment management include brokerage firms, broker/dealers, investment banks, finance companies and mutual fund companies. Earnings and share prices of companies in this industry are quite volatile, and often exceed the volatility levels of the market as a whole. Negative economic events in the credit markets have led some firms to declare bankruptcy, forced short-notice sales to competing firms, or required government intervention by the FDIC or through an infusion of Troubled Asset Relief Program funds. Consolidation in the industry and the volatility in the stock market have negatively impacted investors. Additionally, government intervention has required many financial institutions to become bank holding companies under the BHC Act. Under the system of functional regulation established under the BHC Act, the FRB supervises bank holding companies as an umbrella regulator. The BHC Act and regulations generally restrict bank holding companies from engaging in business activities other than the business of banking and certain closely related activities. The FRB and FDIC have also issued substantial risk-based and leverage capital guidelines applicable to U.S. banking organizations. The guidelines define a three-tier framework, requiring depository institutions to maintain certain leverage ratios depending on the type of assets held. If any depository institution controlled by a financial or bank holding company ceases to meet capital or management standards, the FRB may impose corrective capital and/or managerial requirements on the company and place limitations on its ability to conduct broader financial activities. Furthermore, Dodd-Frank gave Orderly Liquidation Authority to the FDIC in order to avoid the disorderly resolution of failing banks and financial institutions when the overall stability of the financial system would be at risk. Under this authority, the FDIC may be appointed by the Secretary of the Treasury as a receiver for a financial company whose failure would have a serious adverse effect on the financial system or the economy. This mechanism would only be used by the government in exceptional circumstances to mitigate these effects. The extent to which the FDIC will use the Orderly Liquidation Authority and Page 16 what effect it will have on companies in the financial sector cannot be predicted. This type of intervention has unknown risks and costs associated with it, which may cause unforeseeable harm in the industry. Companies involved in the insurance industry are engaged in underwriting, reinsuring, selling, distributing or placing of property and casualty, life or health insurance. Other growth areas within the insurance industry include brokerage, reciprocals, claims processors and multi-line insurance companies. Interest rate levels, general economic conditions and price and marketing competition affect insurance company profits. Property and casualty insurance profits may also be affected by weather catastrophes and other disasters. Life and health insurance profits may be affected by mortality and morbidity rates. Individual companies may be exposed to material risks including reserve inadequacy and the inability to collect from reinsurance carriers. Insurance companies are subject to extensive governmental regulation, including the imposition of maximum rate levels, which may not be adequate for some lines of business. Proposed or potential tax law changes may also adversely affect insurance companies' policy sales, tax obligations, and profitability. In addition to the foregoing, profit margins of these companies continue to shrink due to the commoditization of traditional businesses, new competitors, capital expenditures on new technology and the pressures to compete globally. In addition to the normal risks of business, companies involved in the insurance industry are subject to significant risk factors, including those applicable to regulated insurance companies, such as: (i) the inherent uncertainty in the process of establishing property-liability loss reserves, particularly reserves for the cost of environmental, asbestos and mass tort claims, and the fact that ultimate losses could materially exceed established loss reserves which could have a material adverse effect on results of operations and financial condition; (ii) the fact that insurance companies have experienced, and can be expected in the future to experience, catastrophe losses which could have a material adverse impact on their financial condition, results of operations and cash flow; (iii) the inherent uncertainty in the process of establishing property-liability loss reserves due to changes in loss payment patterns caused by new claims settlement practices; (iv) the need for insurance companies and their subsidiaries to maintain appropriate levels of statutory capital and surplus, particularly in light of continuing scrutiny by rating organizations and state insurance regulatory authorities, and in order to maintain acceptable financial strength or claims-paying ability rating; (v) the extensive regulation and supervision to which insurance companies' subsidiaries are subject, various regulatory initiatives that may affect insurance companies, and regulatory and other legal actions; (vi) the adverse impact that increases in interest rates could have on the value of an insurance company's investment portfolio and on the attractiveness of certain of its products; (vii) the need to adjust the effective duration of the assets and liabilities of life insurance operations in order to meet the anticipated cash flow requirements of its policyholder obligations; (viii) the uncertainty involved in estimating the availability of reinsurance and the collectibility of reinsurance recoverables; and (ix) the establishment of the Federal Insurance Office, which has the authority to monitor all aspects of the insurance sector, to monitor the extent to which underserved communities and consumers have the ability to access affordable non-health insurance products, and to represent the United States on international insurance matters. This enhanced oversight into the insurance industry may pose unknown risks to the sector as a whole. The state insurance regulatory framework has, during recent years, come under increased federal scrutiny, and certain state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems. Further, the National Association of Insurance Commissioners ("NAIC") and state insurance regulators are re-examining existing laws and regulations, specifically focusing on insurance companies, interpretations of existing laws and the development of new laws. In addition, Congress and certain federal agencies have investigated the condition of the insurance industry in the United States to determine whether to promulgate additional federal regulation. The Sponsor is unable to predict whether any state or federal legislation will be enacted to change the nature or scope of regulation of the insurance industry, or what effect, if any, such legislation would have on the industry. All insurance companies are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain investment categories. Failure to comply with these laws and regulations would cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture. Environmental pollution clean-up is the subject of both federal and state regulation. By some estimates, there are thousands of potential waste sites subject to clean up. The insurance industry is involved in extensive litigation regarding coverage issues. The Comprehensive Environmental Response Compensation and Liability Act of 1980 Page 17 ("Superfund") and comparable state statutes ("mini-Superfund") govern the clean-up and restoration by "Potentially Responsible Parties" ("PRPs"). Superfund and the mini-Superfunds ("Environmental Clean-up Laws or "ECLs") establish a mechanism to pay for clean-up of waste sites if PRPs fail to do so, and to assign liability to PRPs. The extent of liability to be allocated to a PRP is dependent on a variety of factors. The extent of clean-up necessary and the assignment of liability has not been fully established. The insurance industry is disputing many such claims. Key coverage issues include whether Superfund response costs are considered damages under the policies, when and how coverage is triggered, applicability of pollution exclusions, the potential for joint and several liability and definition of an occurrence. Similar coverage issues exist for clean up and waste sites not covered under Superfund. To date, courts have been inconsistent in their rulings on these issues. An insurer's exposure to liability with regard to its insureds which have been, or may be, named as PRPs is uncertain. Superfund reform proposals have been introduced in Congress, but none have been enacted. There can be no assurance that any Superfund reform legislation will be enacted or that any such legislation will provide for a fair, effective and cost-efficient system for settlement of Superfund related claims. While current federal income tax law permits the tax-deferred accumulation of earnings on the premiums paid by an annuity owner and holders of certain savings-oriented life insurance products, no assurance can be given that future tax law will continue to allow such tax deferrals. If such deferrals were not allowed, consumer demand for the affected products would be substantially reduced. In addition, proposals to lower the federal income tax rates through a form of flat tax or otherwise could have, if enacted, a negative impact on the demand for such products. Major determinants of future earnings of companies in the financial services sector are the direction of the stock market, investor confidence, equity transaction volume, the level and direction of long- term and short-term interest rates, and the outlook for emerging markets. Negative trends in any of these earnings determinants could have a serious adverse effect on the financial stability, as well as the stock prices, of these companies. Furthermore, there can be no assurance that the issuers of the Securities included in the Trust will be able to respond in a timely manner to compete in the rapidly developing marketplace. In addition to the foregoing, profit margins of these companies continue to shrink due to the commoditization of traditional businesses, new competitors, capital expenditures on new technology and the pressures to compete globally. Information Technology. Technology companies generally include companies involved in the development, design, manufacture and sale of computers and peripherals, software and services, data networking/communications equipment, internet access/information providers, semiconductors and semiconductor equipment and other related products, systems and services. The market for these products, especially those specifically related to the Internet, is characterized by rapidly changing technology, rapid product obsolescence, cyclical market patterns, evolving industry standards and frequent new product introductions. The success of the issuers of the Securities depends in substantial part on the timely and successful introduction of new products. An unexpected change in one or more of the technologies affecting an issuer's products or in the market for products based on a particular technology could have a material adverse effect on an issuer's operating results. Furthermore, there can be no assurance that the issuers of the Securities will be able to respond in a timely manner to compete in the rapidly developing marketplace. Based on trading history of common stock, factors such as announcements of new products or development of new technologies and general conditions of the industry have caused and are likely to cause the market price of high-technology common stocks to fluctuate substantially. In addition, technology company stocks have experienced extreme price and volume fluctuations that often have been unrelated to the operating performance of such companies. This market volatility may adversely affect the market price of the Securities and therefore the ability of a Unit holder to redeem Units at a price equal to or greater than the original price paid for such Units. Some key components of certain products of technology issuers are currently available only from single sources. There can be no assurance that in the future suppliers will be able to meet the demand for components in a timely and cost effective manner. Accordingly, an issuer's operating results and customer relationships could be adversely affected by either an increase in price for, or an interruption or reduction in supply of, any key components. Additionally, many technology issuers are characterized by a highly concentrated customer base consisting of a limited number of large customers who may require product vendors to comply with rigorous industry standards. Any failure to comply with such standards may result in a significant loss or reduction of sales. Because many products and technologies of technology companies are incorporated into other related products, such companies are often highly dependent on the performance of the personal computer, electronics and telecommunications industries. There can be no assurance that these customers will place additional orders, or that an issuer of Securities will obtain orders of similar magnitude as past orders from Page 18 other customers. Similarly, the success of certain technology companies is tied to a relatively small concentration of products or technologies. Accordingly, a decline in demand of such products, technologies or from such customers could have a material adverse impact on issuers of the Securities. Many technology companies rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. There can be no assurance that the steps taken by the issuers of the Securities to protect their proprietary rights will be adequate to prevent misappropriation of their technology or that competitors will not independently develop technologies that are substantially equivalent or superior to such issuers' technology. In addition, due to the increasing public use of the Internet, it is possible that other laws and regulations may be adopted to address issues such as privacy, pricing, characteristics, and quality of Internet products and services. The adoption of any such laws could have a material adverse impact on the Securities in the Trust. Like many areas of technology, the semiconductor business environment is highly competitive, notoriously cyclical and subject to rapid and often unanticipated change. Recent industry downturns have resulted, in part, from weak pricing, persistent overcapacity, slowdown in Asian demand and a shift in retail personal computer sales toward the low end, or "sub- $1,000" segment. Industry growth is dependent upon several factors, including: the rate of global economic expansion; demand for products such as personal computers and networking and communications equipment; excess productive capacity and the resultant effect on pricing; and the rate of growth in the market for low-priced personal computers. The social media industry is also highly competitive and subject to the risks involved with information technology companies, namely, short product life cycles, evolving industry standards, loss of patent protections, rapidly changing technologies and frequent new product introductions. Additional risks generally applicable to social media companies include, without limitation: disruption of services due to internal or external technical issues; security breaches of private, proprietary and confidential information; and evolving laws and regulations, foreign or domestic, that could negatively affect operations. Furthermore, the sustainability of the business models employed by social media companies remain largely unproven. Utilities. General problems of the public utility sector include risks of increases in fuel and other operating costs; restrictions on operations and increased costs and delays as a result of environmental, nuclear safety and other regulations; regulatory restrictions on the ability to pass increasing wholesale costs along to the retail and business customer; energy conservation; technological innovations which may render existing plants, equipment or products obsolete; the effects of local weather, maturing markets and difficulty in expanding to new markets due to regulatory and other factors; natural or man-made disasters; difficulty obtaining adequate returns on invested capital; the high cost of obtaining financing during periods of inflation; difficulties of the capital markets in absorbing utility debt and equity securities; and increased competition. There is no assurance that such public service commissions will, in the future, grant rate increases or that any such increases will be adequate to cover operating and other expenses and debt service requirements. All of the public utilities which are issuers of the Securities in the portfolio have been experiencing many of these problems in varying degrees. Furthermore, utility stocks are particularly susceptible to interest rate risk, generally exhibiting an inverse relationship to interest rates. As a result, utility stock prices may be adversely affected as interest rates rise. The Sponsor makes no prediction as to whether interest rates will rise or fall or the effect, if any, interest rates may have on the Securities in the portfolio. In addition, federal, state and municipal governmental authorities may from time to time review existing, and impose additional, regulations governing the licensing, construction and operation of nuclear power plants, which may adversely affect the ability of the issuers of certain of the Securities in the Trust's portfolio to make dividend payments on their Securities. Utilities are generally subject to extensive regulation by state utility commissions which, for example, establish the rates which may be charged and the appropriate rate of return on an approved asset base, which must be approved by the state commissions. The value of utility company securities may decline as a result of changes to governmental regulation controlling the utilities industry. The Energy Policy Act of 2005 was enacted on August 8, 2005. Its purpose is to develop a long-term energy policy, and it includes incentives for both traditional and more efficient energy sources. Additionally it eliminates the Public Utility Holding Company Act (PUHCA) of 1935 and replaces it with PUHCA of 2005. The effect of this change is to give federal regulatory jurisdiction to the U.S. Federal Energy Regulatory Commission, rather than the Securities and Exchange Commission, and give states more regulatory control. This is because the Energy Policy Act of 2005 recognized that strong regulations are necessary to ensure consumers are not exploited and to prevent unfair competition. The effects of these changes have not Page 19 yet been fully realized. However, adverse regulatory changes could prevent or delay utilities from passing along cost increases to customers, which could hinder a utility's ability to meet its obligations to its suppliers. Additionally, certain utilities have had difficulty from time to time in persuading regulators, who are subject to political pressures, to grant rate increases necessary to maintain an adequate return on investment and voters in many states have the ability to impose limits on rate adjustments (for example, by initiative or referendum). Any unexpected limitations could negatively affect the profitability of utilities whose budgets are planned far in advance. In addition, gas pipeline and distribution companies have had difficulties in adjusting to short and surplus energy supplies, enforcing or being required to comply with long- term contracts and avoiding litigation from their customers, on the one hand, or suppliers, on the other. Mergers in the utility sector may require approval from several federal and state regulatory agencies. These regulatory authorities could, as a matter of policy, reverse the trend toward deregulation and make consolidation more difficult, or cause delay in the merger process, any of which could cause the prices of these securities to fall. Certain of the issuers of the Securities in the Trust may own or operate nuclear generating facilities. Governmental authorities may from time to time review existing, and impose additional, requirements governing the licensing, construction and operation of nuclear power plants. Nuclear generating projects in the electric utility industry have experienced substantial cost increases, construction delays and licensing difficulties. These have been caused by various factors, including inflation, high financing costs, required design changes and rework, allegedly faulty construction, objections by groups and governmental officials, limits on the ability to finance, reduced forecasts of energy requirements and economic conditions. This experience indicates that the risk of significant cost increases, delays and licensing difficulties remain present until completion and achievement of commercial operation of any nuclear project. Also, nuclear generating units in service have experienced unplanned outages or extensions of scheduled outages due to equipment problems or new regulatory requirements sometimes followed by a significant delay in obtaining regulatory approval to return to service. A major accident at a nuclear plant anywhere, such as the accident at a plant in Chernobyl, could cause the imposition of limits or prohibitions on the operation, construction or licensing of nuclear units in the United States. Securities The following information describes the common stocks selected through the application of each of the Strategies which comprise the various Trusts described in the prospectus. The Dow (R) DART 5 Strategy Stocks 3M Company, headquartered in St. Paul, Minnesota, manufactures industrial, electronic, health, consumer, office, and safety products for distribution worldwide. The company's products include adhesives, abrasives, and "Scotch" brand products. The company also manufactures the 3M Electronic Marker System (EMS), markers for utility usage (water, wastewater or gas) which relocate buried markers via low-band frequencies. AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and Page 20 a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. The Home Depot, Inc., headquartered in Atlanta, Georgia, operates do-it- yourself warehouse stores in the United States, Canada and Mexico. These stores sell a wide assortment of building material, home improvement, and lawn and garden products. The Travelers Companies, Inc., headquartered in New York, New York, through its subsidiaries, provides various commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals primarily in the United States. The Walt Disney Company, headquartered in Burbank, California, operates as a diversified international entertainment company with operations consisting of filmed entertainment, theme parks and resorts, and consumer products. The company also operates broadcast and cable television networks, radio networks and publishing operations. The Dow (R) Target 5 Strategy Stocks AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. Cisco Systems, Inc., headquartered in San Jose, California, provides networking solutions that connect computing devices and computer networks. The company offers various products to utilities, corporations, universities, governments and small- to medium-size businesses worldwide. General Electric Company, headquartered in Fairfield, Connecticut, manufactures major appliances, industrial and power systems, aircraft engines, turbines and generators, and equipment used in medical imaging. In addition, a variety of financial services are offered through GE Commercial Finance. Intel Corporation, headquartered in Santa Clara, California, designs, develops, makes and markets advanced microcomputer components and related products at various levels of integration. Principal components consist of silicon-based semiconductors etched with complex patterns of transistors. Pfizer Inc., headquartered in New York, New York, produces and distributes anti-infectives, anti-inflammatory agents, cardiovascular agents, antifungal drugs, central nervous system agents, orthopedic implants, food science products, animal health products, toiletries, baby care products, dental rinse and other proprietary health items. The Dow (R) Target Dividend Strategy Stocks AGL Resources Inc., headquartered in Atlanta, Georgia, sells and distributes natural gas to customers in Georgia and southeastern Tennessee. Other energy-related activities include natural gas and electricity marketing, retail and wholesale propane gas sales, consumer products and gas supply services. American Electric Power Company, Inc., headquartered in Columbus, Ohio, is a public utility holding company engaged in the generation, transmission and distribution of electric power. The company's service area covers portions of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia. AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. Avista Corporation, headquartered in Spokane, Washington, engages in the generation, transmission, and distribution of energy, as well as other energy-related businesses. BB&T Corporation, headquartered in Winston-Salem, North Carolina, conducts general banking business in a variety of states and Washington, D.C. The company, through its subsidiaries, offers commercial and retail banking, lease financing, retail brokerage, international banking, corporate finance, and trust services. Cliffs Natural Resources Inc., headquartered in Cleveland, Ohio, operates iron ore mines in the United States and eastern Canada. The company produces iron ore pellets, selling the majority of its product to integrated steel companies in the United States and Canada. Ensco Plc, headquartered in London, England, together with its subsidiaries, provides offshore contract drilling services to the oil and gas industry. The company's operations are primarily located in the Asia Pacific region, Europe/Africa, and North and South America. Exelon Corporation, headquartered in Chicago, Illinois, is an electric utility holding company for ComEd, PECO Energy Company, Genco and other subsidiaries. The company also distributes gas and operates nuclear power plants. F.N.B. Corporation, headquartered in Hermitage, Pennsylvania, is a financial holding company that provides a variety of financial services to individuals and small to medium-sized businesses. The company, through its subsidiaries, offers services in Pennsylvania, Kentucky, Ohio, Tennessee, and West Virginia. First Niagara Financial Group, Inc., headquartered in Buffalo, New York, is a bank holding company. The banks provide an array of deposit products and loans, as well as insurance, leasing, investment advisory services, insurance agency services and trust services. MeadWestvaco Corporation, headquartered in Richmond, Virginia, is a global company engaged in packaging, coated and specialty papers, consumer and office products, and specialty chemicals businesses. Mercury General Corporation, headquartered in Los Angeles, California, through its subsidiaries, writes private passenger automobile insurance and commercial automobile insurance. New Jersey Resources Corporation, headquartered in Wall, New Jersey, provides retail and wholesale natural gas energy services to residential and commercial customers in New Jersey from the Gulf Coast to New Page 21 England and Canada. The company also invests, owns and operates renewable energy for solar projects and on-shore wind investments projects. Northeast Utilities, headquartered in Springfield, Massachusetts, is a public utility company. Through its subsidiaries, the company is engaged in the generation, purchase and delivery of electricity and/or distribution of natural gas to residential, commercial and industrial customers in Massachusetts, Connecticut and New Hampshire. Old Republic International Corporation, headquartered in Chicago, Illinois, is an insurance holding company. The company's subsidiaries are engaged in the underwriting and marketing of a variety of coverage options, including property and liability, life and disability, title, mortgage guaranty and health insurance. People's United Financial, Inc., headquartered in Bridgeport, Connecticut, is a bank holding company for People's United Bank, offering services to individual, corporate and municipal customers. The company has offices in Connecticut, Maine, Massachusetts, New Hampshire, New York and Vermont. Staples, Inc., headquartered in Framingham, Massachusetts, operates high- volume office superstores and smaller stores throughout the United States, Canada, Germany and the United Kingdom and provides office supplies, business machines, computers and related products, office furniture and other business-related products. Trustmark Corporation, headquartered in Jackson, Mississippi, through its subsidiaries, provides banking and financial solutions to corporate, institutional and individual customers in the states of Florida, Mississippi, Tennessee and Texas. Universal Corporation, headquartered in Richmond, Virginia, is an independent leaf tobacco merchant that has additional operations in agri- products and also distributes lumber and building products. The company markets its products globally. Valley National Bancorp, headquartered in Wayne, New Jersey, operates as the holding company for Valley National Bank, which provides commercial and retail banking services in northern New Jersey and Manhattan. European Target 20 Strategy Stocks AXA S.A., headquartered in Paris, France, is an insurance company which also provides related financial services. The company offers life and non-life insurance, reinsurance, savings and pension products, and asset management services. BP Plc, headquartered in London, England, produces and markets crude oil and petroleum products worldwide. The company is engaged in the exploration, field development and production of natural gas and oil throughout the world. The company also refines, manufactures and markets petroleum and petrochemical products to wholesale and retail customers. Centrica Plc, headquartered in Windsor, England, through various subsidiaries, provides gas and energy related products and services to residential and business customers throughout Great Britain. Electricite de France S.A., headquartered in Paris, France, is an integrated energy company that produces, transmits, distributes, imports and exports electricity for energy consumers in France and internationally. Eni SpA, headquartered in Rome, Italy, operates in the oil and natural gas, petrochemicals, and oil field services industries. The company generates and trades electricity and operates oil refineries. The company has operations internationally. GDF SUEZ, headquartered in Paris, France, provides a full range of energy and associated services throughout the world. The company trades, transports and stores natural gas and also offers energy management services. GlaxoSmithKline Plc, headquartered in Brentford, England, researches, develops, produces and markets prescription and over-the-counter pharmaceuticals around the world. The company offers products in various therapeutic areas comprising gastrointestinal, respiratory, anti-emesis, anti-migraine, systemic antibiotics, cardiovascular, dermatological, oncology and rare diseases. HSBC Holdings Plc, headquartered in London, England, is one of the largest banking and financial services organizations in the world. The company provides a comprehensive range of banking and related financial services worldwide. Imperial Tobacco Group Plc, headquartered in Bristol, England, is a global tobacco company. The company manufactures and sells cigarettes, cigars, fine-cut tobacco and tobacco papers. National Grid Plc, headquartered in London, England, develops and operates electricity and gas networks located throughout the United Kingdom and the northeastern United States. In addition, the company Page 22 owns liquefied natural gas storage facilities in England and provides infrastructure services to the mobile telecommunications industry. Orange, headquartered in Paris, France, through its subsidiaries, offers various telecommunications services, which include fixed line telephony, wireless telephony, multimedia, Internet, data transmission, cable television and other services to consumers, businesses, and telecommunications operators worldwide. SSE Plc, headquartered in Perth, Scotland, is one of the largest energy companies in the United Kingdom. The company generates, distributes, transmits and provides electricity to commercial, industrial and domestic customers. The company also distributes natural gas and operates a telecommunications network. Standard Chartered Plc, headquartered in London, England, is an international banking group that operates principally in Asia, Africa, and the Middle East. The company provides products and services to individuals, corporations and institutions. Swedbank AB, headquartered in Stockholm, Sweden, provides retail banking, asset management, and other financial products and services. Telefonica S.A., headquartered in Madrid, Spain, provides telecommunications services mainly to countries in Europe and Latin America. The company offers fixed-line and mobile telephone, Internet, and data transmission services to residential and corporate customers. The company also holds stakes in television stations, radio stations and production companies, and publishes directories. Telenor ASA, headquartered in Fornebu, Norway, is an international wireless carrier engaged in mobile and fixed-line communication activities. The company also has extensive broadband and TV distribution operations. TeliaSonera AB, headquartered in Stockholm, Sweden, offers telecommunication services. The company offers mobile communications services in Europe and the United States, as well as operating fixed networks in Northern Europe. Tesco Plc, headquartered in Cheshunt, England, is a multinational grocery and general merchandise retailer. The company also offers retail banking, financial and insurance services. Total S.A., headquartered in Courbevoie, France, is an international integrated oil and gas and specialty chemical company with operations in more than 130 countries. The company engages in all areas of the petroleum industry, from exploration and production to refining and shipping. Vodafone Group Plc, headquartered in Newbury, England, provides mobile telecommunications services, supplying its customers with digital and analog cellular telephone, paging and personal communications services. The company offers its services in many countries, including Australia, Egypt, Fiji, France, Germany, Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden, Uganda and the United States. Global Target 15 Strategy Stocks Dow Jones Industrial Average(sm) Companies __________________________________________ AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. Cisco Systems, Inc., headquartered in San Jose, California, provides networking solutions that connect computing devices and computer networks. The company offers various products to utilities, corporations, universities, governments and small- to medium-size businesses worldwide. General Electric Company, headquartered in Fairfield, Connecticut, manufactures major appliances, industrial and power systems, aircraft engines, turbines and generators, and equipment used in medical imaging. In addition, a variety of financial services are offered through GE Commercial Finance. Intel Corporation, headquartered in Santa Clara, California, designs, develops, makes and markets advanced microcomputer components and related products at various levels of integration. Principal components consist of silicon-based semiconductors etched with complex patterns of transistors. Pfizer Inc., headquartered in New York, New York, produces and distributes anti-infectives, anti-inflammatory agents, cardiovascular agents, antifungal drugs, central nervous system agents, orthopedic implants, food science products, animal health products, toiletries, baby care products, dental rinse and other proprietary health items. Page 23 Financial Times Industrial Ordinary Share Index Companies _________________________________________________________ ITV Plc, headquartered in London, England, is a media company involved in news, broadcasting and production. The company owns all of the regional Channel 3 licenses in England and Wales. The company also owns ITV1, a commercial television channel, as well as ITV2, a partial interest in GMTV, and other interests. Ladbrokes Plc, headquartered in Harrow, England, is comprised of Ladbrokes, the biggest retail bookmaker in the United Kingdom and Ireland; Ladbrokes.com, a world-leading provider of interactive betting and gaming services; Vernons, the leading football pools operator; and Ladbrokes Casinos, which opened its first casino at the Hilton London Paddington. Man Group Plc, headquartered in London, England, operates a financial services company, specializing in fund management and brokerage services. The company's brokerage division caters to exchange-traded futures and options in addition to providing agency brokerage and advisory services. Tesco Plc, headquartered in Cheshunt, England, is a multinational grocery and general merchandise retailer. The company also offers retail banking, financial and insurance services. Vodafone Group Plc, headquartered in Newbury, England, provides mobile telecommunications services, supplying its customers with digital and analog cellular telephone, paging and personal communications services. The company offers its services in many countries, including Australia, Egypt, Fiji, France, Germany, Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden, Uganda and the United States. Hang Seng Index Companies _________________________ Bank of China Ltd., headquartered in Beijing, China, provides a complete range of banking and other financial services to individual and corporate customers worldwide. Bank of Communications Co. Ltd. (Class H), headquartered in Shanghai, China, provides commercial banking services including, RMB and foreign currency deposit, international and domestic settlement, loan, currency trading, letter of credit, and other related services. China Construction Bank Corporation, headquartered in Beijing, China, provides a complete range of banking services and other financial services to individual and corporate customers. The bank's services include retail banking, international settlement, project finance, and credit card services. Industrial and Commercial Bank of China Ltd., headquartered in Beijing, China, provides a full range of personal and corporate commercial banking services throughout China. New World Development Company Limited, headquartered in Hong Kong, China, conducts property development and investment activities mostly in Hong Kong and China, as well as in Southeast Asia. Operations include property and infrastructure development ranging from luxury hotels to government subsidized housing, roads and bridges, and power plants. Through its subsidiaries, the company also operates construction and engineering firms, hotels, department stores, property management firms, a bus company, and telecommunications services. MSCI EAFE Target 20 Strategy Stocks Finland _______ Fortum Oyj, headquartered in Espoo, Finland, provides a full range of energy related products and services. The company's activities cover the generation, distribution, and sale of electricity and heat and steam, as well as the operation of power plants, and energy-related services. The company operates worldwide but mainly in Northern Europe. France ______ Compagnie Generale des Etablissements Michelin, headquartered in Ferrand, France, manufactures all-purpose tires, wheels, steel cables, maps and tourist guides. The company's tire products are used for automobiles, trucks, aircraft, bicycles and industrial vehicles. The company manufactures and distributes its products worldwide. Orange, headquartered in Paris, France, through its subsidiaries, offers various telecommunications services, which include fixed line telephony, wireless telephony, multimedia, Internet, data transmission, cable television and other services to consumers, businesses, and telecommunications operators worldwide. Renault S.A., headquartered in Boulogne-Billancourt, France, designs, produces, and markets passenger cars and light commercial vehicles. The company also offers service and financing solutions for new and used vehicles. Total S.A., headquartered in Courbevoie, France, is an international integrated oil and gas and specialty chemical company with operations in more than 130 countries. The company engages in all areas of the petroleum industry, from exploration and production to refining and shipping. Page 24 Germany _______ Bayerische Motoren Werke (BMW) AG, headquartered in Munich, Germany, manufactures and sells luxury cars and motorcycles worldwide. The company also offers spare parts and accessories. Daimler AG, headquartered in Stuttgart, Germany, designs, manufactures, assembles and sells passenger cars and commercial trucks under the brand names "Mercedes-Benz" and "Daimler." The company also provides related financial services for its automotive and commercial operations. Hong Kong _________ Cheung Kong (Holdings) Limited, headquartered in Hong Kong, conducts business primarily in real estate development. The company owns developed and undeveloped property in Hong Kong and mainland China. Sun Hung Kai Properties Limited, headquartered in Hong Kong, is one of the largest property companies in Hong Kong. The developer's core activities involve investing in and developing residential projects, shopping centers, office and industrial properties, and parking lots, for sale or lease. Related businesses include financial services, hotel management, and insurance. Wharf Holdings Limited, headquartered in Hong Kong, is a conglomerate built on real estate development, ownership, sales and property management. The company's holdings also include interests in several shipping terminals, cable TV providers and nightclubs. Other interests include ferries, trams, harbor tunnels and the Marco Polo Hotels. Italy _____ Enel SpA, headquartered in Rome, Italy, generates, transmits and distributes electricity throughout Italy. The company's subsidiaries also provide fixed-line and mobile telephone services, install public lighting systems and operate real estate, telecommunications and Internet service provider businesses. Eni SpA, headquartered in Rome, Italy, operates in the oil and natural gas, petrochemicals, and oil field services industries. The company generates and trades electricity and operates oil refineries. The company has operations internationally. Japan _____ Inpex Corporation, headquartered in Tokyo, Japan, is engaged in the research, exploration, development and sale of oil, natural gas and other mineral resources. The company has operations worldwide. Mitsubishi Corporation, headquartered in Tokyo, Japan, is a general trading company. The company has multiple business groups including IT & Electronics, Fuels, Metals, Machinery, Chemicals, Living Essentials and Professional Services. MITSUI & CO., LTD., headquartered in Tokyo, Japan, is a general trading company. The company has operating groups including Iron and Steel, Non- Ferrous Metals, Machinery, Chemicals, Foods, Energy, Textiles and General Merchandise. The company also operates real estate and overseas development projects. Nippon Telegraph and Telephone Corporation (NTT), headquartered in Tokyo, Japan, provides various telecommunication services, including data communication, telephone, telegraph, leased circuits, terminal equipment sales, and related services. The company supplies both local and long distance telephone services within Japan. Norway ______ StatoilHydro ASA, headquartered in Stavanger, Norway, is the largest integrated oil and gas company in Scandinavia, producing oil and gas from the Norwegian Continental Shelf and other regions. Spain _____ Gas Natural SDG, S.A., headquartered in Barcelona, Spain, operates a group of energy companies that supply natural gas, serving customers primarily in Spain and also in France, Italy and Latin America. The company also has electricity operations. Iberdrola S.A., headquartered in Bilbao, Spain, is the second largest electric utility in Spain and owns hydroelectric, fossil fuel and nuclear power facilities. United Kingdom ______________ Vodafone Group Plc, headquartered in Newbury, England, provides mobile telecommunications services, supplying its customers with digital and analog cellular telephone, paging and personal communications services. The company offers its services in many countries, including Australia, Egypt, Fiji, France, Germany, Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden, Uganda and the United States. Nasdaq(R) Target 15 Strategy Stocks Apple Inc., headquartered in Cupertino, California, is engaged in the design, manufacture and marketing of personal computers, related personal computing and mobile communication devices. The company also Page 25 provides related software and networking solutions. Products are available worldwide through the company's retail and online stores, resellers and third-party wholesalers. Avago Technologies Limited, headquartered in Singapore, engages in the design, development and supply of analog semiconductor devices worldwide. Garmin Ltd., headquartered in Schaffhausen, Switzerland, designs, develops, manufactures and markets navigation, communications and information devices, most of which are enabled by Global Positioning System (GPS) technology. Gilead Sciences, Inc., headquartered in Foster City, California, discovers, develops and commercializes treatments for important viral diseases, including a currently available therapy for cytomegalovirus retinitis. The company develops treatments for diseases caused by human immunodeficiency virus, hepatitis B virus and influenza virus. Intel Corporation, headquartered in Santa Clara, California, designs, develops, makes and markets advanced microcomputer components and related products at various levels of integration. Principal components consist of silicon-based semiconductors etched with complex patterns of transistors. Keurig Green Mountain, Inc., headquartered in Waterbury, Vermont, engages in the roasting, distribution, and sale of coffee products primarily in the United States and Canada. The company sells beverages in traditional packaging and in "K-Cup" and "Vue" portion packs. Marriott International, Inc., headquartered in Bethesda, Maryland, is a worldwide operator, franchisor and licensor of hotels and timeshare properties. The company also develops and operates residential properties. Micron Technology, Inc., headquartered in Boise, Idaho, designs, develops, makes and sells semiconductor memory products, personal computer systems and network servers. Microsoft Corporation, headquartered in Redmond, Washington, develops, manufactures, licenses and supports a range of software products, including scalable operating systems, server applications, worker productivity applications and software development tools. The company also develops the MSN network of Internet products and services, video game consoles and digital music devices. NVIDIA Corporation, headquartered in Santa Clara, California, designs, develops and markets graphics processors and related software for personal computers and digital entertainment platforms. NXP Semiconductors N.V., headquartered in Eindhoven, the Netherlands, is a global semiconductor company that designs semiconductors and software for consumer electronics, mobile communications, in-car entertainment, security applications and networking. SanDisk Corporation, headquartered in Milpitas, California, designs, makes and sells solid-state data, image and audio storage products using proprietary high density flash memory and controller technologies. Seagate Technology Plc, headquartered in Dublin, Ireland, is engaged in the design, manufacture and marketing of rigid disc drives, used as the primary medium for storing electronic information in systems ranging from desktop computers and consumer electronics to data centers. The company also offers data protection, online backup and data recovery services. Texas Instruments Incorporated, headquartered in Dallas, Texas, provides semiconductor products and designs and supplies digital signal processing and analog technologies. The company has worldwide manufacturing and sales operations. Western Digital Corporation, headquartered in Irvine, California, designs, develops, manufactures and markets a range of hard drives for the desktop PC market, the high-end hard drive market and for the emerging market for hard drives specifically designed for audio-visual applications. NYSE(R) International Target 25 Strategy Stocks Bermuda _______ Seadrill Limited, headquartered in Hamilton, Bermuda, is an offshore deepwater drilling company operating in fifteen countries on five continents. Brazil ______ Petroleo Brasileiro S.A. - Petrobras (ADR), headquartered in Rio de Janeiro, Brazil, explores for and produces oil and natural gas. The company refines, markets, and supplies oil products. The company operates oil tankers, distribution pipelines, marine, river and lake terminals, thermal power plants, fertilizer plants, and petrochemical units. The company operates in South America and around the world. China _____ China Petroleum and Chemical Corporation (Sinopec) (ADR), headquartered in Beijing, China, explores for and produces crude oil and natural gas in China. The company also owns refineries that make petroleum and petrochemical products such as diesel, gasoline, jet fuel, kerosene, Page 26 ethylene, synthetic rubber, synthetic fibers, synthetic resins, and chemical fertilizers. In addition, the company trades petrochemical products. PetroChina Company Limited (ADR), headquartered in Beijing, China, produces crude oil, petroleum products, natural gas and chemicals. The company provides transportation, distribution and sales of these products. France ______ Orange (ADR), headquartered in Paris, France, through its subsidiaries, offers various telecommunications services, which include fixed line telephony, wireless telephony, multimedia, Internet, data transmission, cable television and other services to consumers, businesses, and telecommunications operators worldwide. Total S.A. (ADR), headquartered in Courbevoie, France, is an international integrated oil and gas and specialty chemical company with operations in more than 130 countries. The company engages in all areas of the petroleum industry, from exploration and production to refining and shipping. Hong Kong _________ China Mobile Limited (ADR), headquartered in Hong Kong, provides cellular telecommunications services in China and Hong Kong. The company also designs and markets electronic communication products and provides non-banking financial services. China Unicom (Hong Kong) Limited (ADR), headquartered in Hong Kong, an integrated telecommunications operator, offers a range of telecommunications services in China. Services include long distance, cellular, data and Internet access. CNOOC Limited (ADR), incorporated in Hong Kong and headquartered in Beijing, China, through its subsidiaries, engages in the exploration, development, and production of crude oil and natural gas. The company has operations throughout the world. Italy _____ Eni SpA (ADR), headquartered in Rome, Italy, operates in the oil and natural gas, petrochemicals, and oil field services industries. The company generates and trades electricity and operates oil refineries. The company has operations internationally. Japan _____ Canon Inc. (ADR), headquartered in Tokyo, Japan, is engaged in the development, manufacturing and sale of imaging technology solutions. The company's products include digital cameras and camcorders, inkjet printers, commercial photo printers, image scanners, photocopy machines, and broadcast equipment. In addition, the company's imaging technology has applications in various industries, such as radiology systems, flat panel display equipment, and semiconductor lithography equipment. Honda Motor Co., Ltd. (ADR), headquartered in Tokyo, Japan, manufactures, distributes and provides financing for the sale of its motorcycles, automobiles and power products, including portable generators, power tillers and general purpose engines. Mitsubishi UFJ Financial Group, Inc. (MUFG) (ADR), headquartered in Tokyo, Japan, operates as the holding company for The Bank of Tokyo- Mitsubishi, Ltd. and The Mitsubishi Trust and Banking Corporation. Mizuho Financial Group, Inc. (ADR), headquartered in Tokyo, Japan, through its subsidiary banks, provides various financial services, including banking, securities, and trust and asset management services in Japan and internationally. Nippon Telegraph and Telephone Corporation (ADR), headquartered in Tokyo, Japan, provides various telecommunication services, including data communication, telephone, telegraph, leased circuits, terminal equipment sales, and related services. The company supplies both local and long distance telephone services within Japan. Nomura Holdings, Inc. (ADR), headquartered in Tokyo, Japan, provides various financial services for its subsidiaries. The company operates through three divisions: retail, asset management and wholesale. Services include financial products for individuals and corporations, investment advisory services, development of investment trusts, and the underwriting of various financial instruments. NTT DoCoMo, Inc. (ADR), headquartered in Tokyo, Japan, provides various types of telecommunications services including cellular phone, personal handyphone system (PHS), paging, and other telephone, satellite, mobile communication and wireless Private Branch Exchange (PBX) system services. The company also sells cellular phones, PNS, car phones and pagers. Sumitomo Mitsui Financial Group, Inc. (ADR), headquartered in Tokyo, Japan, provides various consumer, commercial, corporate banking and other financial services globally. The company has four operating segments: commercial banking, leasing, securities, and consumer finance. Page 27 Toyota Motor Corporation (ADR), headquartered in Toyota City, Japan, manufactures, sells, leases and repairs passenger automobiles, trucks, buses, boats and airplanes in Japan and internationally. The company also manages real estate, civil engineering and insurance businesses. Luxembourg __________ ArcelorMittal (ADR), headquartered in Luxembourg City, Luxembourg, through its subsidiaries, operates as a global steel company. The company produces a range of finished and semi-finished steel products that include cold-rolled sheets, electro-galvanized and coated steels, bars, wire rods and slabs. Norway ______ StatoilHydro ASA (ADR), headquartered in Stavanger, Norway, is engaged primarily in the exploration, development and production of oil and natural gas from the Norwegian Continental Shelf. South Korea ___________ POSCO (ADR), headquartered in Seoul, South Korea, manufactures and sells a line of steel products, including hot rolled and cold rolled products, plates, wire rods, silicon steel sheets and stainless steel products. Shinhan Financial Group Co., Ltd. (ADR), headquartered in Seoul, South Korea, through its subsidiaries, offers various banking and financial services to retail and corporate customers in Korea. United Kingdom ______________ BP Plc (ADR), headquartered in London, England, produces and markets crude oil and petroleum products worldwide. The company is engaged in exploration, field development and production of natural gas and oil throughout the world. The company also refines, manufactures and markets petroleum and petrochemical products to wholesale and retail customers. Royal Dutch Shell Plc (ADR), incorporated in the United Kingdom and headquartered in The Hague, the Netherlands, produces crude oil, natural gas, chemicals, coal and metals worldwide; and provides integrated petroleum services in the United States. S&P Target 24 Strategy Stocks 3M Company, headquartered in St. Paul, Minnesota, manufactures industrial, electronic, health, consumer, office, and safety products for distribution worldwide. The company's products include adhesives, abrasives, and "Scotch" brand products. The company also manufactures the 3M Electronic Marker System (EMS), markers for utility usage (water, wastewater or gas) which relocate buried markers via low-band frequencies. AbbVie Inc., headquartered in North Chicago, Illinois, is a research- based pharmaceuticals company. The company discovers, develops, and commercializes advanced therapies in immunology, oncology, women's health, neuroscience and other areas. Apple Inc., headquartered in Cupertino, California, is engaged in the design, manufacture and marketing of personal computers, related personal computing and mobile communication devices. The company also provides related software and networking solutions. Products are available worldwide through the company's retail and online stores, resellers and third-party wholesalers. AutoZone, Inc., headquartered in Memphis, Tennessee, is a specialty retailer of automotive parts, chemicals and accessories, targeting the do-it-yourself customers. The company offers a variety of products, including new and remanufactured automotive hard parts, maintenance items and accessories. C.R. Bard, Inc., headquartered in Murray Hill, New Jersey, develops, manufactures and markets healthcare products, including vascular, urological and oncological diagnosis and intervention products, sold worldwide to hospitals, healthcare professionals, and extended care and alternate site facilities. CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, engages in the manufacture and distribution of nitrogen and phosphate fertilizer products in North America. The company has developed a process to extract uranium from its production of phosphate fertilizer products for use in nuclear reactors. Coca-Cola Enterprises, Inc., headquartered in Atlanta, Georgia, markets, distributes and produces bottled and canned beverages products for The Coca-Cola Company. Colgate-Palmolive Company, headquartered in New York, New York, is an international consumer products company. The company's products include toothpaste, toothbrushes, shampoos, deodorants, bar and liquid soaps, dishwashing liquid and laundry products, among others. The company's brand names include "Ajax," "Colgate," "Fab," "Mennen," "Palmolive," "Prescription Diet," "Protex," "Science Diet" and "Soupline/Suavitel." Page 28 Gilead Sciences, Inc., headquartered in Foster City, California, discovers, develops and commercializes treatments for important viral diseases, including a currently available therapy for cytomegalovirus retinitis. The company develops treatments for diseases caused by human immunodeficiency virus, hepatitis B virus and influenza virus. Halliburton Company, headquartered in Houston, Texas, provides a variety of services, equipment, maintenance, engineering and construction to energy, industrial and governmental customers. Helmerich & Payne, Inc., headquartered in Tulsa, Oklahoma, is engaged in contract drilling of gas and oil wells in the Gulf of Mexico and in South America. The company utilizes both platform rigs and land rigs. Hess Corporation, headquartered in New York, New York, explores for, produces, purchases, transports and sells crude oil and natural gas. The Home Depot, Inc., headquartered in Atlanta, Georgia, operates do-it- yourself warehouse stores in the United States, Canada and Mexico. These stores sell a wide assortment of building material, home improvement, and lawn and garden products. Illinois Tool Works Inc., headquartered in Glenview, Illinois, makes plastic and metal components, fasteners, industrial fluids, adhesives and welding products. The company also makes systems for consumer and industrial packaging, identification systems, and industrial spray coating and quality assurance equipment. International Flavors & Fragrances Inc., headquartered in New York, New York, is a creator and manufacturer of flavor and fragrance products used by other manufacturers to impart or improve flavor or fragrance in various consumer products. The company's products are used in foods and beverages, fine fragrance and beauty care products, and household cleaners. Intuit Inc., headquartered in Mountain View, California, develops, sells and supports personal finance, small business accounting, tax preparation and other consumer software products, and related electronic services and supplies that enable users to automate commonly performed financial tasks. The company sells its products worldwide. LyondellBasell Industries N.V., headquartered in Rotterdam, the Netherlands, together with its subsidiaries, manufactures and markets chemicals and polymers worldwide. The company's products are used for packaging, durable textiles, clean fuels, medical applications and automotive parts. Marriott International, Inc., headquartered in Bethesda, Maryland, is a worldwide operator, franchisor and licensor of hotels and timeshare properties. The company also develops and operates residential properties. Moody's Corporation, headquartered in New York, New York, is a global credit rating, research and risk analysis firm, publishing credit opinions, research and ratings on fixed-income securities, issuers of securities and other credit obligations. The company also provides data and analytical tools as well as risk scoring and securities pricing software and valuation models. Northrop Grumman Corporation, headquartered in Falls Church, Virginia, provides technologically advanced products, services and solutions in defense and commercial electronics, systems integration, information and non-nuclear shipbuilding and systems. Philip Morris International Inc., headquartered in New York, New York, produces, markets and distributes a variety of branded cigarette and tobacco products. The company's products are marketed outside the United States through subsidiaries and affiliates. QUALCOMM Incorporated, headquartered in San Diego, California, designs, develops, makes, sells, licenses and operates advanced communications systems and products based on proprietary digital wireless technology. The company's products include "CDMA" integrated circuits, wireless phones, infrastructure products, transportation management information systems and ground stations. Torchmark Corporation, headquartered in McKinney, Texas, an insurance and diversified financial services holding company, provides individual life and supplemental health insurance, annuities and related products. The Travelers Companies, Inc., headquartered in New York, New York, through its subsidiaries, provides various commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals primarily in the United States. S&P Target SMid 60 Strategy Stocks AAR Corp., headquartered in Wood Dale, Illinois, is a provider of after- market products and services to the worldwide aviation industry. The company also repairs and exchanges a variety of engine parts. Aecom Technology Corp., headquartered in Los Angeles, California, provides professional technical and management support services to government and commercial clients worldwide. Page 29 AGCO Corporation, headquartered in Duluth, Georgia, is primarily engaged in the manufacturing and distribution of agricultural equipment and related replacement parts worldwide. Alleghany Corporation, headquartered in New York, New York, is engaged, through its subsidiaries, in the property, casualty, fidelity, and surety insurance businesses. The company also has an industrial minerals business and a steel and fastener importing and distribution business. Approach Resources Inc., headquartered in Fort Worth, Texas, an independent energy company, engages in the acquisition, exploration, development, and production of oil and gas properties in western Texas. Ascena Retail Group Inc., headquartered in Suffern, New York, operates a national chain of value-priced specialty stores offering career fashion to working women. The company's stores, operating principally under the names "Dress Barn" and "Dress Barn Woman," offer in-season, moderate- price fashion apparel. Aspen Insurance Holdings Ltd., headquartered in Hamilton, Bermuda, is a holding company that provides property/casualty insurance and reinsurance. The company offers property and liability insurance in the United States and United Kingdom as well as marine, energy and aviation insurance and reinsurance worldwide. Atmos Energy Corporation, headquartered in Dallas, Texas, primarily distributes and sells natural gas to residential, commercial, industrial, agricultural and other customers in service areas located in the Midwest and Southeast. The company also owns natural gas storage and pipeline assets. Avista Corporation, headquartered in Spokane, Washington, engages in the generation, transmission, and distribution of energy, as well as other energy-related businesses. Bel Fuse Inc. (Class B), headquartered in Jersey City, New Jersey, is engaged in the design, manufacture and sale of products used in telecommunications, networking, business equipment and consumer electronics worldwide. The company's products include fuses, magnetic components and thick film hybrids. Benchmark Electronics, Inc., headquartered in Angleton, Texas, provides contract manufacturing and design services to original equipment manufacturers. The company specializes in the assembly of printed circuit boards with computer-automated equipment using surface mount and pin-through-hole interconnection technologies. Biglari Holdings Inc., headquartered in San Antonio, Texas, through its subsidiaries, engages in the ownership, development, operation and franchising of restaurants in the United States, under the brand names "Steak n Shake," "Western Sizzlin," "Western Sizzlin Wood Grill," "Great American Steak & Buffet" and "Quincy Steakhouses." Calamos Asset Management, Inc., headquartered in Naperville, Illinois, is an investment management company that provides its services to high net worth individuals, corporations, public and private institutions, pension funds, and insurance companies. Cash America International, Inc., headquartered in Fort Worth, Texas, is a provider of secured non-recourse loans, commonly referred to as pawn loans, to individuals in the United States, United Kingdom and Sweden. Cliffs Natural Resources Inc., headquartered in Cleveland, Ohio, operates iron ore mines in the United States and eastern Canada. The company produces iron ore pellets, selling the majority of its product to integrated steel companies in the United States and Canada. Community Health Systems Inc., headquartered in Franklin, Tennessee, is a non-urban provider of general hospital healthcare services in the United States. Comstock Resources, Inc., headquartered in Frisco, Texas, is engaged in the acquisition, production and exploration of oil and natural gas properties in Texas, Louisiana and the Gulf of Mexico. DiamondRock Hospitality Company, headquartered in Bethesda, Maryland, is a self-advised real estate investment trust that owns and operates upscale hotels and resorts in North America. The company also invests in premium hotel properties in various urban settings such as Atlanta, Boston, Chicago, Los Angeles and New York City. Employers Holdings, Inc., headquartered in Reno, Nevada, and its subsidiaries operate in the commercial property and casualty insurance industry. Everest Re Group, Ltd., headquartered in Hamilton, Bermuda, through its wholly-owned subsidiary Everest Reinsurance Company, is engaged in the underwriting of property and casualty reinsurance on a treaty and facultative basis for insurance and reinsurance companies in the United States and selected international markets. Forestar Group Inc., headquartered in Austin, Texas, is a real estate investment and development company operating diverse real estate projects and investments which range from master-planned communities to commercial developments. Gulf Island Fabrication, Inc., headquartered in Houston, Texas, builds and refurbishes offshore drilling and production platforms and other structures used in the development and production of offshore oil and Page 30 gas reserves. The company's products include jackets and deck sections of fixed production platforms, hull and deck sections of floating production platforms, piles, subsea templates and wellhead protectors. The Hanover Insurance Group, Inc., headquartered in Worcester, Massachusetts, through its subsidiaries, provides financial products and services in the areas of property, casualty and life insurance in the United States. Hawaiian Electric Industries, Inc., headquartered in Honolulu, Hawaii, is a holding company with its principal subsidiaries engaged in the electric utility, banking and other businesses operating primarily in Hawaii. Horace Mann Educators Corporation, headquartered in Springfield, Illinois, an insurance holding company, markets and underwrites personal lines of property and casualty insurance, life insurance and retirement annuities. The company's products are marketed primarily to educators and public school employees. Hornbeck Offshore Services, Inc., headquartered in Covington, Louisiana, provides marine transportation services to the offshore oil and gas industry. The company owns and operates supply vessels in the Gulf of Mexico supporting operations of drilling rigs and platforms. Ocean-going tugs and barges are also operated in the northeastern United States and Puerto Rico. International Bancshares Corporation, headquartered in Laredo, Texas, is a financial holding company that operates through its bank subsidiaries. The company accepts checking and saving deposits, as well as demand and time deposits from individuals, partnerships, corporations, and public entities. International Rectifier Corporation, headquartered in El Segundo, California, designs, makes and markets power semiconductors used to convert electricity at relatively high voltage and current levels in products such as automobiles, communications equipment, computers and peripherals, consumer electronics and lighting, and industrial and office equipment. Investment Technology Group, Inc., headquartered in New York, New York, provides equity trading services and transaction research to institutional investors and brokers in the United States, Australia, Canada and Europe. JetBlue Airways Corporation, headquartered in Long Island City, New York, is a low-fare, low-cost passenger airline that provides service primarily on point-to-point routes. Kite Realty Group Trust, headquartered in Indianapolis, Indiana, a real estate investment trust, engages in the acquisition, development, expansion, construction, ownership, leasing, operation and management of neighborhood and community shopping centers, and commercial real estate properties in the United States. LifePoint Hospitals, Inc., headquartered in Brentwood, Tennessee, is engaged primarily in the operation and management of healthcare facilities, in particular, general, acute care hospitals in non-urban communities in the United States. M.D.C. Holdings, Inc., headquartered in Denver, Colorado, builds and sells single-family homes in Colorado, Arizona, California, Maryland, Nevada and Virginia. The company also originates mortgage loans primarily for its home buyers. M/I Homes, Inc., headquartered in Columbus, Ohio, is engaged in the construction and sale of single-family residential property. The company also originates mortgage loans, primarily for purchasers of its homes. The Navigators Group, Inc., headquartered in Stamford, Connecticut, is an international insurance holding company specializing in energy, marine and construction/engineering insurance worldwide. The company has offices in the United States and internationally. Office Depot, Inc., headquartered in Boca Raton, Florida, operates a chain of retail office products stores and provides delivery of its products in the United States and Canada to store and catalog customers. The company is also a full-service contract stationer serving businesses throughout the United States. Oil States International, Inc., headquartered in Houston, Texas, is a provider of specialty products and services to oil and gas drilling and production companies throughout the world. Old Republic International Corporation, headquartered in Chicago, Illinois, is an insurance holding company. The company's subsidiaries are engaged in the underwriting and marketing of a variety of coverage options, including property and liability, life and disability, title, mortgage guaranty and health insurance. OM Group, Inc., headquartered in Cleveland, Ohio, through its operating subsidiaries, is a vertically integrated international producer and marketer of value-added metal-based specialty chemicals. Penn Virginia Corporation, headquartered in Radnor, Pennsylvania, is engaged in the exploration, development and production of crude oil and natural gas, primarily in the eastern and Gulf Coast onshore areas of the United States. Page 31 Piper Jaffray Companies, Inc., headquartered in Minneapolis, Minnesota, is a financial services firm. The company provides investment advice and services to businesses, institutions and individuals. The company's investment banking business focuses on the needs of emerging growth companies in the healthcare, technology, financial, consumer and industrial growth sectors. PNM Resources Inc., headquartered in Albuquerque, New Mexico, supplies electricity in portions of north central, southwestern and northeastern New Mexico; provides gas transportation and retail gas services in major communities in New Mexico; and manages energy, water and wastewater systems. RenaissanceRe Holdings Ltd., headquartered in Pembroke, Bermuda, provides reinsurance and insurance products. The company operates globally offering specialty reinsurance, catastrophe reinsurance and individual risk policies. Rent-A-Center, Inc., headquartered in Plano, Texas, operates franchised and company-owned rent-to-own stores. The company's stores offer home electronics, appliances, furniture and accessories primarily to individuals under flexible rental purchase agreements that allow the customer to obtain ownership at the conclusion of an agreed upon rental period. SEACOR Holdings Inc., headquartered in Fort Lauderdale, Florida, is a provider of offshore marine services to the oil and gas exploration and production industry. The company also provides oil spill response services to owners of tank vessels and oil storage, processing and handling facilities. Selective Insurance Group, Inc., headquartered in Branchville, New Jersey, offers property and casualty insurance products and services through its subsidiaries. StanCorp Financial Group, Inc., headquartered in Portland, Oregon, through its subsidiaries, provides group insurance products and services for life and disability insurance needs of employer groups and the disability insurance needs of individuals in the United States. Stifel Financial Corp., headquartered in St. Louis, Missouri, through its subsidiaries, offers securities-related financial and money management services, primarily in the midwestern United States. Swift Energy Company, headquartered in Houston, Texas, is engaged in developing, exploring, acquiring and operating oil and gas properties, with a focus on onshore and inland waters oil and natural gas reserves in Texas and Louisiana, and onshore oil and natural gas reserves in New Zealand. Tech Data Corporation, headquartered in Clearwater, Florida, is a full- line distributor of technology products. The company serves resellers in the United States, Canada, the Caribbean, Latin America, Europe and the Middle East. The company also provides pre- and post-sale training, service, and support, as well as configuration and assembly services and electronic commerce solutions. Telephone & Data Systems, Inc., headquartered in Chicago, Illinois, is a diversified telecommunications services company with wireless and wireline services throughout the United States. The company also provides equipment and repair services. TTM Technologies, Inc., headquartered in Santa Ana, California, is a manufacturer of printed circuit boards used in electronic products such as routers, switches, servers, memory modules and cellular base stations. The company's customers include original equipment manufacturers and electronic manufacturing services companies in various industries. Unit Corporation, headquartered in Tulsa, Oklahoma, through its wholly- owned subsidiaries, contracts to drill onshore oil and natural gas wells for others and explores for, develops, acquires and produces oil and natural gas properties for itself. United Community Banks, Inc., headquartered in Blairsville, Georgia, operates as a multi-bank holding company that provides retail and corporate banking services throughout northern Georgia and western North Carolina. United Fire Group, Inc., headquartered in Cedar Rapids, Iowa, is engaged in the business of writing property and casualty insurance and life insurance in the United States through its subsidiaries. Universal Corporation, headquartered in Richmond, Virginia, is an independent leaf tobacco merchant that has additional operations in agri- products and also distributes lumber and building products. The company markets its products globally. Viad Corp., headquartered in Phoenix, Arizona, provides exhibition and event services, and travel and recreation services. The company offers entertaining attractions and sponsored events, mobile marketing, face-to- face marketing solutions and construction and installation services. Page 32 Vishay Intertechnology, Inc., headquartered in Malvern, Pennsylvania, makes and supplies passive electronic components, including resistors, capacitors and inductors, used in a broad range of products containing electronic circuitry. The company offers most of its product types in surface mount device form and in the traditional leaded device form. W.R. Berkley Corporation, headquartered in Greenwich, Connecticut, is an insurance holding company, providing regional property casualty insurance, reinsurance, specialty lines of insurance, alternative markets services and international insurance. Westar Energy, Inc., headquartered in Topeka, Kansas, is an electric utility company engaged in the generation, transmission, and distribution of electricity in Kansas. The company sells electricity to residential, commercial and industrial customers, as well as wholesale electricity to municipalities and cooperatives. Target Diversified Dividend Strategy Stocks Agrium Inc., headquartered in Calgary, Canada, engages in the production, marketing and distribution of agricultural products and services, as well as nutrients for agricultural and industrial markets in North America and Argentina. Aircastle Ltd., incorporated in Bermuda and headquartered in Stamford, Connecticut, buys, sells, and leases commercial jet aircraft to airlines all over the world. AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. Banco Latinoamericano de Comercio Exterior, S.A., headquartered in Panama City, Panama, together with its subsidiaries, provides foreign trade financing to commercial banks, middle-market companies and corporations located in Latin America and the Caribbean area. BCE Inc., headquartered in Verdun, Canada, provides a full range of communication services to residential and business customers. The company's services include IP-broadband, value-added business solutions and direct-to-home satellite and VDSL television services, including local, long distance and wireless phone services, high speed and wireless Internet access. CA, Inc., headquartered in Islandia, New York, designs, develops, markets, licenses and supports a wide range of integrated computer software products used with mainframe computers and in client/server operations. The company offers business application solutions, information management and enterprise system management in a variety of industries. Chevron Corporation, headquartered in San Ramon, California, is engaged in fully integrated petroleum operations, chemical operations and coal mining, through subsidiaries and affiliates worldwide. The company markets its petroleum products under brand names such as "Chevron," "Texaco," "Caltex," "Havoline" and "Delo." The company is also developing businesses in the areas of e-commerce and technology. Cisco Systems, Inc., headquartered in San Jose, California, provides networking solutions that connect computing devices and computer networks. The company offers various products to utilities, corporations, universities, governments and small- to medium-size businesses worldwide. Cliffs Natural Resources Inc., headquartered in Cleveland, Ohio, operates iron ore mines in the United States and eastern Canada. The company produces iron ore pellets, selling the majority of its product to integrated steel companies in the United States and Canada. Comtech Telecommunications Corp., headquartered in Melville, New York, engages in the design, development, production, and marketing of products, systems, and services for communications solutions. The company operates through three segments: Telecommunications Transmission; Mobile Data Communications; and RF Microwave Amplifiers. ConAgra Foods, Inc., headquartered in Omaha, Nebraska, is a diversified food company that operates across the food chain, from agricultural input to the production and sale of branded consumer products. Consolidated Edison, Inc., headquartered in New York, New York, owns all of the outstanding common stock of Consolidated Edison Company of New York, Inc., which provides electric service in all of New York City (except part of Queens) and most of Westchester County. It also provides gas service in Manhattan, the Bronx and parts of Queens and Westchester, and steam service in parts of Manhattan. Page 33 Delek US Holdings, Inc., headquartered in Brentwood, Tennessee, through its subsidiaries, engages in the refining and marketing of petroleum products in the United States. Domtar Corporation, headquartered in Montreal, Canada, engages in designing, manufacturing, marketing and distributing uncoated freesheet paper; papergrade, fluff, and specialty pulp; and lumber and wood products in North America. Ensco Plc, headquartered in London, England, together with its subsidiaries, provides offshore contract drilling services to the oil and gas industry. The company's operations are primarily located in the Asia Pacific region, Europe/Africa, and North and South America. First American Financial Corporation, headquartered in Santa Ana, California, provides various financial services in the United States and internationally, operating in two segments: Title Insurance and Services, and Specialty Insurance. Great Plains Energy Incorporated, headquartered in Kansas City, Missouri, provides electricity in the midwestern United States. The company develops competitive electricity generation for the wholesale market. The company is also an electric delivery company with regulated generation. In addition, the company invests in energy-related ventures nationwide. HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner producing, transporting and storing high- value light products such as gasoline, diesel fuel and jet fuel through its affiliates. The company's products are distributed in the southwestern United States, Montana and northern Mexico. Horace Mann Educators Corporation, headquartered in Springfield, Illinois, an insurance holding company, markets and underwrites personal lines of property and casualty insurance, life insurance and retirement annuities. The company's products are marketed primarily to educators and public school employees. Kohl's Corporation, headquartered in Menomonee Falls, Wisconsin, operates family oriented, specialty department stores primarily in the Midwest and Mid-Atlantic that feature quality, moderately priced apparel, shoes, accessories, soft home products and housewares. The Laclede Group, Inc., headquartered in St. Louis, Missouri, is a public utility holding company. Its primary subsidiary, Laclede Gas Company, is a regulated natural gas distribution utility in Missouri. The company also provides non-regulated natural gas services through its subsidiary, Laclede Energy Resources, Inc. Owens & Minor, Inc., headquartered in Mechanicsville, Virginia, is a distributor of national name brand medical/surgical supplies, serving hospitals, integrated health care systems and group purchasing organizations, with distribution centers located throughout the United States. Pfizer Inc., headquartered in New York, New York, produces and distributes anti-infectives, anti-inflammatory agents, cardiovascular agents, antifungal drugs, central nervous system agents, orthopedic implants, food science products, animal health products, toiletries, baby care products, dental rinse and other proprietary health items. Pinnacle West Capital Corporation, headquartered in Phoenix, Arizona, owns Arizona Public Service Company, an electric utility that provides retail and wholesale electric service to substantially all of Arizona. The company is engaged in the generation and distribution of electricity from coal, nuclear, oil, gas and solar resources. Quad Graphics, Inc., headquartered in Sussex, Wisconsin, is a commercial printing company with image centers and photography studios nationwide and plants across the country. Quest Diagnostics Incorporated, headquartered in Madison, New Jersey, provides diagnostic testing, information and services to physicians, hospitals, managed care organizations, employers and government agencies. The wide variety of tests performed on human tissue and fluids help doctors and hospitals diagnose, treat and monitor disease. The company also conducts research, specializes in esoteric testing using genetic screening and other advanced technologies, performs clinical studies testing, and manufactures and distributes diagnostic test kits and instruments. Rent-A-Center, Inc., headquartered in Plano, Texas, operates franchised and company-owned rent-to-own stores. The company's stores offer home electronics, appliances, furniture and accessories primarily to individuals under flexible rental purchase agreements that allow the customer to obtain ownership at the conclusion of an agreed upon rental period. Rogers Communications, Inc. (Class B), headquartered in Toronto, Canada, through its subsidiaries, provides communications, entertainment and information services in Canada. Seaspan Corp., headquartered in Hong Kong, owns and operates vessels that are engaged in the deep-sea container transportation business in Hong Kong. Page 34 SpartanNash Co., headquartered in Grand Rapids, Michigan, engages in distributing and retailing groceries in Michigan and Ohio. The company offers dry groceries, produce, dairy products, meat, frozen food, seafood, floral products, general merchandise, beverages, tobacco products, health and beauty care products, delicatessen items, and bakery goods, as well as pharmacy services. Staples, Inc., headquartered in Framingham, Massachusetts, operates high- volume office superstores and smaller stores throughout the United States, Canada, Germany and the United Kingdom and provides office supplies, business machines, computers and related products, office furniture and other business-related products. Superior Industries International, Inc., headquartered in Van Nuys, California, is engaged in the design and manufacture of motor vehicle parts and accessories. The company's products are sold to original equipment manufacturers and the automotive aftermarket. Their products include vehicle aluminum road wheels, as well as custom road wheels and accessories. Susquehanna Bancshares, Inc., headquartered in Lititz, Pennsylvania, is a financial holding company that provides a wide range of retail and commercial banking and financial services through its subsidiaries in the mid-Atlantic region. Teck Resources Limited (Class B), headquartered in Vancouver, Canada, through its subsidiaries, engages in the exploration, development, and production of natural resources. Telephone & Data Systems, Inc., headquartered in Chicago, Illinois, is a diversified telecommunications services company with wireless and wireline services throughout the United States. The company also provides equipment and repair services. Textainer Group Holdings Limited, headquartered in Hamilton, Bermuda, and its subsidiaries engage in the purchase, management, leasing and resale of a fleet of marine cargo containers worldwide. The company's principal operations are the leasing of dry freight containers. Universal Corporation, headquartered in Richmond, Virginia, is an independent leaf tobacco merchant that has additional operations in agri- products and also distributes lumber and building products. The company markets its products globally. Weis Markets, Inc., headquartered in Sunbury, Pennsylvania, operates retail food markets in Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia. The company also operates the SuperPetz pet supply chain of stores. WellPoint, Inc., headquartered in Indianapolis, Indiana, through its subsidiaries, operates as a commercial health benefits company in the United States. The company offers a spectrum of network-based managed care plans to the large and small employer, individual, Medicaid, and senior markets. Xerox Corporation, headquartered in Norwalk, Connecticut, is a technology and services enterprise which develops, manufactures, markets, services and finances a range of document equipment, software, solutions and services. Target Global Dividend Leaders Strategy Stocks Domestic Stocks Altria Group, Inc., headquartered in Richmond, Virginia, is a holding company. Through its subsidiaries, the company manufactures, markets and distributes a variety of branded cigarettes, cigars and smokeless tobacco products, as well as wine. AT&T Inc., headquartered in Dallas, Texas, is the largest telecommunications holding company in the United States. The company is a worldwide provider of IP-based communications services to business and a leading U.S. provider of high-speed DSL Internet, local and long- distance voice services, wireless services, and directory publishing and advertising services. BGC Partners, Inc., headquartered in New York, New York, operates global interactive electronic marketplaces that enable the trading of over-the- counter financial instruments and other products more effectively and at lower cost than traditional trading methods. Cohen & Steers, Inc., headquartered in New York, New York, together with its subsidiaries, is a registered investment advisor serving individual and institutional investors worldwide. The company manages open-end and closed-end mutual funds, as well as alternative investment strategies. Cracker Barrel Old Country Store, Inc., headquartered in Lebanon, Tennessee, is engaged in the operation of the "Cracker Barrel Old Country Store" chain of restaurants throughout the United States. The restaurants offer a variety of breakfast, lunch and dinner options, along with a general store for the purchase of retail items. Page 35 CVR Energy, Inc., headquartered in Sugar Land, Texas, together with its subsidiaries, refines and markets transportation fuels in the United States. The company is also engaged in the production of ammonia-based fertilizers. Diamond Offshore Drilling, Inc., headquartered in Houston, Texas, together with its subsidiaries, operates as an offshore oil and gas drilling contractor worldwide. The company engages in deep water drilling for various markets. The Empire District Electric Company, headquartered in Joplin, Missouri, together with its subsidiaries, engages in the generation, purchase, transmission, distribution, and sale of electricity in Missouri, Kansas, Oklahoma, and Arkansas. The company also provides water service to some communities in Missouri. Entergy Corporation, headquartered in New Orleans, Louisiana, is a holding company which engages principally in the following businesses: domestic utility, power marketing and trading, global power development, and domestic nuclear operations. Frontier Communications Corp., headquartered in Stamford, Connecticut, is a telecommunications-focused company providing wireline communications services to rural areas and small and medium-sized towns and cities. The company offers, voice, data, television and Internet services. Old Republic International Corporation, headquartered in Chicago, Illinois, is an insurance holding company. The company's subsidiaries are engaged in the underwriting and marketing of a variety of coverage options, including property and liability, life and disability, title, mortgage guaranty and health insurance. PDL BioPharma, Inc., headquartered in Incline Village, Nevada, develops and markets human and humanized antibodies and other products to treat or prevent a variety of infectious and autoimmune diseases. The company's antibodies are also used to treat certain cancers. Regal Entertainment Group (Class A), headquartered in Knoxville, Tennessee, is a motion picture exhibitor operating a theatre circuit in the United States. The company acquires, develops and operates multi- screen theatres in metropolitan and suburban markets. Reynolds American Inc., headquartered in Winston-Salem, North Carolina, is the parent company for R.J. Reynolds Tobacco Company, whose major brands include "Doral," "Winston," "Camel," "Salem" and "Vantage." The company also offers, through its subsidiaries, smokeless tobacco and e- cigarette products. SCANA Corporation, headquartered in Cayce, South Carolina, is a public utility holding company engaged in the generation and sale of electricity, as well as the purchase, sale and transportation of natural gas to wholesale and retail customers in South Carolina. The company also owns a fiber optic telecommunications network in South Carolina. Six Flags Entertainment Corporation, headquartered in Grand Prairie, Texas, owns and operates regional theme, water and zoological parks throughout North America. In addition to rides, the parks offer concerts, shows, water attractions, themed areas and retail outlets. Staples, Inc., headquartered in Framingham, Massachusetts, operates high- volume office superstores and smaller stores throughout the United States, Canada, Germany and the United Kingdom and provides office supplies, business machines, computers and related products, office furniture and other business-related products. TECO Energy, Inc., headquartered in Tampa, Florida, is a utility holding company whose subsidiaries provide retail electric and gas service to customers in Florida. The company also owns and operates coal mines in Kentucky and Virginia. Verizon Communications Inc., headquartered in New York, New York, provides wireline voice and data services, wireless services, Internet service and published directory information. Through its subsidiary the company also provides network services for the U.S. federal government including business phone lines, data services, telecommunications equipment and pay phones. The company operates worldwide. Windstream Holdings, headquartered in Little Rock, Arkansas, provides local and long-distance telephone services to residential and business customers in New Mexico, Oklahoma, and Texas. The company also offers broadband and dial-up Internet access in selected markets in Oklahoma. International Stocks Braskem S.A. (ADR), headquartered in Sao Paulo, Brazil, produces petrochemicals and generates electricity. The company produces ethylene, propylene, benzene, toluene, xylenes, butadiene, butene, isoprene, dicyclopentediene, MTBE, caprolactam, ammonium sulfate, cyclohexene, polyethylene theraphtalat, polyethylene, and polyvinyl chloride (PVC). China Mobile Limited (ADR), headquartered in Hong Kong, provides cellular telecommunications services in China and Hong Kong. The company also designs and markets electronic communication products and provides non-banking financial services. Page 36 CNOOC Limited (ADR), incorporated in Hong Kong and headquartered in Beijing, China, through its subsidiaries, engages in the exploration, development, and production of crude oil and natural gas. The company has operations throughout the world. Companhia Energetica de Minas Gerais-CEMIG (ADR), headquartered in Belo Horizonte, Brazil, an integrated energy company, engages in the generation, transmission, and distribution of electricity in Minas Gerais, Brazil. Companhia Paranaense de Energia-Copel (ADR), headquartered in Curitiba, Brazil, through its subsidiaries, engages in the generation, transmission, and distribution of electricity in the state of Parana, Brazil. Costamare Inc., headquartered in Athens, Greece, owns and charters container ships to liner companies worldwide. CTC Media, Inc., headquartered in Moscow, Russia, operates television networks that offer entertainment programming in Russia. GlaxoSmithKline Plc (ADR), headquartered in Brentford, England, researches, develops, produces and markets prescription and over-the- counter pharmaceuticals around the world. The company offers products in various therapeutic areas comprising gastrointestinal, respiratory, anti- emesis, anti-migraine, systemic antibiotics, cardiovascular, dermatological, oncology and rare diseases. Himax Technologies, Inc. (ADR), incorporated in the Cayman Islands and headquartered in Tainan City, Taiwan, together with its subsidiaries, engages in the design, development, and marketing of semiconductors that are used as components of flat panel displays. The company also designs and provides controllers for touch sensor displays, scalers for monitors and image sensors for a variety of applications. Huaneng Power International, Inc. (ADR), headquartered in Beijing, China, is one of China's largest independent power producers. The company sells power to local distribution utilities, primarily in China's coastal provinces. LUKOIL (ADR), headquartered in Moscow, Russia, is an integrated oil and gas company, producing, refining and selling crude oil and gas. The company also operates a petroleum retail network of storage facilities and filling stations. Marine Harvest ASA (ADR), headquartered in Bergen, Norway, is a seafood company that produces and markets farmed salmon products globally. The company's products include Atlantic salmon, white halibut, white fish and various ready-to-eat seafood dishes. Mobile TeleSystems (ADR), headquartered in Moscow, Russia, is a telecommunications group providing mobile communications and fixed voice telecommunications services in Russia, eastern Europe and central Asia. The company also offers broadband and pay TV, as well as content and entertainment services. National Grid Plc (ADR), headquartered in London, England, develops and operates electricity and gas networks located throughout the United Kingdom and the northeastern United States. In addition, the company owns liquefied natural gas storage facilities in England and provides infrastructure services to the mobile telecommunications industry. Orange (ADR), headquartered in Paris, France, through its subsidiaries, offers various telecommunications services, which include fixed line telephony, wireless telephony, multimedia, Internet, data transmission, cable television and other services to consumers, businesses, and telecommunications operators worldwide. PetroChina Company Limited (ADR), headquartered in Beijing, China, produces crude oil, petroleum products, natural gas and chemicals. The company provides transportation, distribution and sales of these products. Seadrill Limited, headquartered in Hamilton, Bermuda, is an offshore deepwater drilling company operating in fifteen countries on five continents. Seaspan Corp., headquartered in Hong Kong, owns and operates vessels that are engaged in the deep-sea container transportation business in Hong Kong. Telefonica, S.A. (ADR), headquartered in Madrid, Spain, provides telecommunication services, including mobile voice, roaming, corporate services and mobile data and internet throughout Europe and Latin America. The company also provides fixed telecommunications services and wholesale services for telecommunication operators. Textainer Group Holdings Limited, headquartered in Hamilton, Bermuda, and its subsidiaries engage in the purchase, management, leasing and resale of a fleet of marine cargo containers worldwide. The company's principal operations are the leasing of dry freight containers. Page 37 REITs American Capital Agency Corp., headquartered in Bethesda, Maryland, operates as a real estate investment trust that invests in agency pass- through securities and collateralized mortgage obligations for which the principal and interest payments are guaranteed by a U.S. Government agency or a U.S. Government sponsored entity. Annaly Capital Management Inc., headquartered in New York, New York, is a self-managed real estate investment trust that owns and manages a portfolio of mortgage-backed securities, including mortgage pass-through certificates, collateralized mortgage obligations and other securities representing interests in or obligations backed by pools of mortgage loans. Associated Estates Realty Corporation, headquartered in Richmond Heights, Ohio, is an independent real estate investment trust. The firm invests in the real estate markets of the United States. It specializes in owning and managing apartment communities in the Midwest, Mid- Atlantic and Southeast regions of the United States. Aviv REIT, Inc., headquartered in Chicago, Illinois, is a self- administered real estate investment trust. The company specializes in post-acute and long-term care skilled nursing facilities located throughout the United States. Chesapeake Lodging Trust, headquartered in Annapolis, Maryland, is a self-advised real estate investment trust which invests primarily in upper-upscale hotels in major commercial and convention markets and, on a selective basis, in premium select-service hotels in urban settings or unique locales. Corrections Corporation of America, headquartered in Nashville, Tennessee, is a real estate investment trust that specializes in owning, operating and managing prisons and other correctional facilities, and providing inmate residential and prisoner transportation services for governmental agencies. Digital Realty Trust, Inc., headquartered in San Francisco, California, operates as a real estate investment trust which engages in the ownership, acquisition, reposition and management of technology-related real estate. DuPont Fabros Technology, Inc., headquartered in Washington, DC, is a real estate investment trust and owner, developer, operator and manager of wholesale data centers. The company's data centers are primarily used by national and international technology companies to house, power and cool the computer servers that support many of their most critical business processes. EPR Properties, headquartered in Kansas City, Missouri, is a self- managed real estate investment trust engaged in acquiring and developing entertainment properties, including megaplex theatres and entertainment- themed retail centers. Hospitality Properties Trust, headquartered in Newton, Massachusetts, is a self-managed real estate investment trust formed to buy, own and lease hotels to unaffiliated hotel operators. Inland Real Estate Corporation, headquartered in Oak Brook, Illinois, is a real estate investment trust that engages in the ownership, operation and development of shopping centers and single-tenant retail properties in the midwestern United States. MFA Financial, Inc., headquartered in New York, New York, is a self- managed real estate investment trust which is primarily engaged in the business of investing in high-grade adjustable-rate mortgage-backed securities. National Retail Properties Inc., headquartered in Orlando, Florida, is a real estate investment trust that owns and manages commercial properties throughout the United States. The company leases properties to major retail tenants under long-term commercial net leases. New Residential Investment Corp., headquartered in New York, New York, is a public real estate investment trust focused on investments in the residential housing sector. The company makes investments in residential mortgage-related assets. OMEGA Healthcare Investors, Inc., headquartered in Hunt Valley, Maryland, is a real estate investment trust that invests in income- producing health care facilities, principally long-term care facilities. PennyMac Mortgage Investment Trust, headquartered in Moorpark, California, is a real estate investment trust that invests primarily in residential mortgage loans and mortgage-related assets. Piedmont Office Realty Trust Inc., headquartered in Johns Creek, Georgia, is a self-managed real estate investment trust engaged in the acquisition and ownership of commercial real estate properties in the United States. Rayonier Inc., headquartered in Jacksonville, Florida, is a forest products company structured as a real estate investment trust which is primarily engaged in the trading, merchandising and manufacturing of logs, timber and wood products, and in the production and sale of high- value-added specialty pulps. Select Income REIT, headquartered in Newton, Massachusetts, is a real estate investment trust that invests primarily in net leased, single- tenant properties. Page 38 Two Harbors Investment Corp., headquartered in Minnetonka, Minnesota, is a real estate investment trust that focuses on investing in, financing, and managing residential mortgage-backed securities and related investments. Target Growth Strategy Stocks Alaska Air Group, Inc., headquartered in Seattle, Washington, a holding company, engages in airline passenger and mail services within Alaska and the Western United States. Brown-Forman Corporation, headquartered in Louisville, Kentucky, is a diversified producer and marketer of consumer products. The company's products include a variety of branded wines, whiskey, tequila, gin and bourbon. C.R. Bard, Inc., headquartered in Murray Hill, New Jersey, develops, manufactures and markets healthcare products, including vascular, urological and oncological diagnosis and intervention products, sold worldwide to hospitals, healthcare professionals, and extended care and alternate site facilities. Celanese Corporation, headquartered in Dallas, Texas, engages in the production and sale of industrial chemicals. The company operates through four segments: chemical products, technical polymers, acetate products and performance products. The company has operations in North America, Asia and Europe. Cimarex Energy Co., headquartered in Denver, Colorado, is engaged in oil and gas exploration and production and gas marketing, with exploration and development activities primarily in Louisiana, Oklahoma, Texas and the Hugoton Field of western Kansas. Constellation Brands, Inc. (Class A), headquartered in Victor, New York, produces and markets branded beverage alcohol products, including beer, wines and distilled spirits. The company's product names include "Robert Mondavi," "Manischewitz," "Simi," "Arbor Mist," "Svedka Vodka" and "Corona." Delphi Automotive Plc, headquartered in Gillingham, England, together with its subsidiaries, manufactures vehicle components, as well as provides electrical and electronic, powertrain, safety, and thermal technology solutions for the automotive and commercial vehicle markets worldwide. Delta Air Lines, Inc., headquartered in Atlanta, Georgia, provides scheduled air transportation for passengers and cargo in the United States and internationally. The Dow Chemical Company, headquartered in Midland, Michigan, is a leading manufacturer and supplier of chemicals, plastic materials and agricultural products, and other specialized products and services marketed worldwide. Eastman Chemical Company, headquartered in Kingsport, Tennessee, is a global specialty chemical company engaged in the manufacture and sale of a broad portfolio of chemicals, plastics, and fibers. EOG Resources, Inc., headquartered in Houston, Texas, is engaged in the exploration for, and the development, production and marketing of, natural gas and crude oil primarily in major producing basins in the United States, as well as in Canada, Trinidad and other international areas. Gilead Sciences, Inc., headquartered in Foster City, California, discovers, develops and commercializes treatments for important viral diseases, including a currently available therapy for cytomegalovirus retinitis. The company develops treatments for diseases caused by human immunodeficiency virus, hepatitis B virus and influenza virus. Halliburton Company, headquartered in Houston, Texas, provides a variety of services, equipment, maintenance, engineering and construction to energy, industrial and governmental customers. Illumina, Inc., headquartered in San Diego, California, develops next- generation tools for the large-scale analysis of genetic variation and function and provides information that could be used to improve drugs and therapies and cure disease. International Flavors & Fragrances Inc., headquartered in New York, New York, is a creator and manufacturer of flavor and fragrance products used by other manufacturers to impart or improve flavor or fragrance in various consumer products. The company's products are used in foods and beverages, fine fragrance and beauty care products, and household cleaners. Kellogg Company, headquartered in Battle Creek, Michigan, is the world's leading producer of ready-to-eat cereal products and has expanded its operations to include other grain-based convenience food products, such as "Pop-Tarts," "Eggo," "Nutri-Grain" and "Rice Krispies Treats." The company also markets "Keebler" food products as well as other private label convenience food products. Keurig Green Mountain, Inc., headquartered in Waterbury, Vermont, engages in the roasting, distribution, and sale of coffee products primarily in the United States and Canada. The company sells beverages in traditional packaging and in "K-Cup" and "Vue" portion packs. Page 39 LyondellBasell Industries N.V., headquartered in Rotterdam, the Netherlands, together with its subsidiaries, manufactures and markets chemicals and polymers worldwide. The company's products are used for packaging, durable textiles, clean fuels, medical applications and automotive parts. Micron Technology, Inc., headquartered in Boise, Idaho, designs, develops, makes and sells semiconductor memory products, personal computer systems and network servers. NXP Semiconductors N.V., headquartered in Eindhoven, the Netherlands, is a global semiconductor company that designs semiconductors and software for consumer electronics, mobile communications, in-car entertainment, security applications and networking. Pilgrim's Pride Corporation, headquartered in Greeley, Colorado, is engaged in the production of prepared and fresh chicken products in the United States and Mexico. The company controls the breeding, hatching, and growing of chickens and the processing, preparation, and packaging of its product lines. SanDisk Corporation, headquartered in Milpitas, California, designs, makes and sells solid-state data, image and audio storage products using proprietary high density flash memory and controller technologies. Schlumberger Limited, incorporated in Curacao and headquartered in Houston, Texas, supplies products and services to the petroleum industry. The company provides a full range of services, from technology and integrated project management, to directional drilling and well completions. Sensata Technologies Holding N.V., headquartered in Almelo, the Netherlands, is engaged in the development, manufacture, and marketing of sensors and controls. The company produces pressure sensors for automotive systems, thermal circuit breakers for aircraft and bimetal current and temperature control devices for electric motors. Skyworks Solutions, Inc., headquartered in Woburn, Massachusetts, is a wireless semiconductor company focused on radio frequency and complete semiconductor system solutions for mobile communications applications. Southwestern Energy Company, headquartered in Houston, Texas, is a diversified energy company engaging in oil and gas exploration and production, and natural gas gathering, transmission, marketing and distribution. Trinity Industries, Inc., headquartered in Dallas, Texas, provides various products and services for the transportation, industrial, construction and energy sectors in the United States and internationally. The company's products include highway guardrail and safety products, tank and freight railcars, tank barges and ready-mix concrete. United Rentals, Inc., headquartered in Stamford, Connecticut, operates as an equipment rental company in North America. WABCO Holdings Inc., incorporated in the United States and headquartered in Brussels, Belgium, engages in the development, manufacture and sale of braking, stability, suspension and transmission control systems primarily for commercial vehicles. Westlake Chemical Corporation, headquartered in Houston, Texas, manufactures and markets basic chemicals, vinyls, polymers, and fabricated polyvinyl chloride (PVC) building products. Target Small-Cap Strategy Stocks A. Schulman, Inc., headquartered in Fairlawn, Ohio, sells plastic resins and compounds for use as raw materials and enhances purchased resins with additives. AAON, Inc., headquartered in Tulsa, Oklahoma, together with its subsidiaries, designs, manufactures, and markets commercial rooftop air- conditioning, heating and heat recovery equipment. The company's products serve the commercial and industrial new construction and replacement markets. Albany Molecular Research, Inc., headquartered in Albany, New York, is a drug discovery and development company focused on applications for the pharmaceutical, biotechnology and life sciences industries. Astronics Corporation, headquartered in East Aurora, New York, is engaged in the design, manufacture, and marketing of specialized lighting, electronics and control systems for commercial, military and general aviation aircraft. BofI Holding, Inc., headquartered in San Diego, California, is the holding company for BofI Federal Bank. The company provides consumer and business banking products and services in the United States through the Internet. Cambrex Corporation, headquartered in East Rutherford, New Jersey, and its subsidiaries provide products and services to accelerate drug discovery, development, and manufacturing processes for human therapeutics worldwide. Carmike Cinemas, Inc., headquartered in Columbus, Georgia, operates as a digital cinema and 3D motion picture exhibitor in the United States. The company focuses on small to mid-sized communities. Page 40 Circor International, Inc., headquartered in Burlington, Massachusetts, engages in the design, manufacture and distribution of valves and fluid control products primarily in the United States. CONMED Corporation, headquartered in Utica, New York, develops, manufactures and supplies a broad range of medical instruments and systems used in orthopaedics, general surgery and other medical procedures. The company's products are used in minimally invasive procedures and monitoring. Core-Mark Holding Company, Inc., headquartered in South San Francisco, California, together with its subsidiaries, is engaged in the distribution of packaged consumer products to convenience retail stores in the United States and Canada. The company services a variety of store formats. Cray Inc., headquartered in Seattle, Washington, designs, develops and markets high performance general purpose parallel computer systems for use in a variety of scientific, engineering and commercial applications. Cumulus Media Inc., headquartered in Atlanta, Georgia, a radio broadcasting company, engages in the acquisition, operation and development of commercial radio stations in mid-size radio markets in the United States. Ebix Inc., headquartered in Atlanta, Georgia, together with its subsidiaries, provides software and e-commerce solutions to the insurance industry primarily in North America, Australia, New Zealand, India and Singapore. Emergent BioSolutions, Inc., headquartered in Rockville, Maryland, is a biopharmaceutical company that, together with its subsidiaries, develops, manufactures, and commercializes immunobiotics in the United States, the United Kingdom and Vietnam. Encore Wire Corporation, headquartered in McKinney, Texas, is a manufacturer of copper electrical building wire and cable. The company supplies building wire for interior electrical wiring in commercial and industrial buildings, homes, apartments and manufactured housing. Federal Signal Corporation, headquartered in Oak Brook, Illinois, produces and markets communications, safety and signaling equipment. Products include fire rescue products, carbide cutting tools, parking control equipment, street sweeping vehicles, custom signage, precision punches and dies, and plastic injection mold components. Global Cash Access Holdings, Inc., headquartered in Las Vegas, Nevada, through its subsidiaries, provides cash access products and related services to the gaming industry in the United States and internationally. Gray Television, Inc., headquartered in Atlanta, Georgia, owns and operates television stations and digital properties in markets throughout the United States. Greatbatch, Inc., headquartered in Frisco, Texas, is a developer and manufacturer of power sources, capacitors, feedthroughs, enclosures and other components used in implantable medical devices. The company's products include pacemaker batteries, defibrillator batteries and batteries for commercial applications. H&E Equipment Services, Inc., headquartered in Baton Rouge, Louisiana, operates an integrated equipment services company that focuses on heavy construction and industrial equipment. The company sells, rents, and provides parts and service support for aerial platform and hi-lift equipment, cranes and earthmoving equipment. Headwaters Incorporated, headquartered in South Jordan, Utah, is a building products company that provides products and services in the light and heavy building materials sectors. The company offers products such as manufactured architectural stone and concrete block. The company also markets coal combustion products and provides services to electric utilities related to the management of coal combustion products. Lattice Semiconductor Corporation, headquartered in Hillsboro, Oregon, designs, develops and markets high-performance programmable logic devices (PLDs) and related software. Ligand Pharmaceuticals Inc. (Class B), headquartered in La Jolla, California, develops drugs which regulate hormone activated intracellular receptors. The receptors play a role in regulating genetic processes such as certain cancers, as well as cardiovascular, inflammatory and skin diseases. Neenah Paper, Inc., headquartered in Alpharetta, Georgia, produces fine papers and technical products, as well as bleached kraft market pulp primarily in the United States, Canada, and Europe. Omnicell, Inc., headquartered in Mountain View, California, offers a suite of clinical infrastructure and workflow automation solutions for healthcare facilities, including medication dispensing systems, supply automation systems, and a central pharmacy storage and retrieval system. Other products include clinical reference tools, an Internet-based procurement application, and decision support tools. Perficient, Inc., headquartered in Saint Louis, Missouri, provides information technology consulting services in the United States. PetroQuest Energy, Inc., headquartered in Lafayette, Louisiana, acquires, explores, develops and operates both onshore and offshore gas and oil properties in the Gulf Coast Region. Page 41 Pinnacle Financial Partners, Inc., headquartered in Nashville, Tennessee, serves as the holding company for Pinnacle National Bank, a community bank serving individuals and businesses located within the Nashville metropolitan area and surrounding counties. Piper Jaffray Companies, Inc., headquartered in Minneapolis, Minnesota, is a financial services firm. The company provides investment advice and services to businesses, institutions and individuals. The company's investment banking business focuses on the needs of emerging growth companies in the healthcare, technology, financial, consumer and industrial growth sectors. Plexus Corp., headquartered in Neenah, Wisconsin, provides product design, development and conceptualization services to original equipment manufacturers in the networking/communications, life sciences/health care, industrial/commercial, and defense/aerospace sectors. The company markets its products globally. Qualys, Inc., headquartered in Redwood City, California, is a provider of cloud security, compliance and related services for small and medium- sized businesses and large corporations. The company offers vulnerability management solutions as applications through the web. Rogers Corporation, headquartered in Rogers, Connecticut, manufactures specialty materials for applications in the wireless communications, computer, transportation, imaging and consumer markets. Synergy Resources Corporation, headquartered in Platteville, Colorado, acquires, explores for and develops oil and natural gas properties in the western United States. The company concentrates on properties located in the Wattenberg field in the Denver-Julesburg Basin in northeast Colorado. Taser International, Inc., headquartered in Scottsdale, Arizona, engages in the development and manufacture of electronic control devices for use in law enforcement, corrections, private security, and personal defense. Tennant Company, headquartered in Minneapolis, Minnesota, engages in the design, manufacture and marketing of products used primarily in the maintenance of nonresidential floor surfaces. The company's customers include building service contract cleaners, as well as user corporations, health care facilities, schools and government agencies. Triangle Petroleum Corporation, headquartered in Denver, Colorado, together with its subsidiaries, operates as an oil and gas exploration company. The company acquires and develops acreage in the Williston Basin in North Dakota and Montana. Universal Electronics, Inc., headquartered in Cypress, California, provides pre-programmed wireless control products and audio-video accessories for home entertainment systems. Universal Insurance Holdings, Inc., headquartered in Fort Lauderdale, Florida, is an insurance holding company. The company specializes in property and casualty insurance products. The company also operates a web site which serves as an insurance shopping portal offering auto, home, life, and health insurance in various states. Virtusa Corporation, headquartered in Westborough, Massachusetts, is a global information technology services company. The company provides end- to-end information technology services which include information technology and business consulting, technology implementation, application support and maintenance. Wabash National Corporation, headquartered in Lafayette, Indiana, is engaged in the design, manufacture, and marketing of truck trailers and transportation equipment in North America. The company produces truck trailers, refrigerated vans, dump trailers, flatbed trailers and intermodal equipment. Value Line(R) Target 25 Strategy Stocks Alaska Air Group, Inc., headquartered in Seattle, Washington, a holding company, engages in airline passenger and mail services within Alaska and the Western United States. Amkor Technology, Inc., headquartered in Chandler, Arizona, provides semiconductor packaging and test services, as well as wafer fabrication services to semiconductor manufacturing and design companies. The company markets its products and services internationally. Avis Budget Group, Inc., headquartered in Parsippany, New Jersey, operates global vehicle rental and car sharing services. The company operates under the brand names "Avis," "Budget" and "Zipcar." Celanese Corporation, headquartered in Dallas, Texas, engages in the production and sale of industrial chemicals. The company operates through four segments: chemical products, technical polymers, acetate products and performance products. The company has operations in North America, Asia and Europe. Page 42 Devon Energy Corporation, headquartered in Oklahoma City, Oklahoma, including its subsidiaries, is an energy company engaged primarily in oil and gas exploration, development and production and in the acquisition of producing properties. Dillard's, Inc. (Class A), headquartered in Little Rock, Arkansas, operates traditional department stores located primarily in the midwestern, southeastern and southwestern United States. The stores offer fashion apparel and home furnishings. EnCana Corp., headquartered in Calgary, Canada, is a North American energy company engaged in the exploration, development, production and marketing of natural gas, crude oil and natural gas liquids. GATX Corporation, headquartered in Chicago, Illinois, is a holding company whose subsidiaries engage in the leasing and management of railroad tank cars and other specialized railcars; arrange and service the financing of equipment and other capital assets; and provide logistics and supply chain services. The Goodyear Tire & Rubber Company, headquartered in Akron, Ohio, is a manufacturer of tires and rubber products, engaging in operations in most regions of the world. The company also provides automotive repair services. Hawaiian Holdings, Inc., headquartered in Honolulu, Hawaii, through its subsidiary, Hawaiian Airlines, Inc., engages in the scheduled air transportation of passengers and cargo between the Hawaiian Islands and the United States, the South Pacific, Australia, New Zealand and Asia. The Kroger Co., headquartered in Cincinnati, Ohio, operates in the retail food and convenience store business in the midwestern and southern United States. The company also manufactures and processes food for sale by its supermarkets. Magna International Inc. (Class A), headquartered in Aurora, Canada, is a global supplier of technologically advanced automotive components, systems and complete modules. Micron Technology, Inc., headquartered in Boise, Idaho, designs, develops, makes and sells semiconductor memory products, personal computer systems and network servers. PDL BioPharma, Inc., headquartered in Incline Village, Nevada, develops and markets human and humanized antibodies and other products to treat or prevent a variety of infectious and autoimmune diseases. The company's antibodies are also used to treat certain cancers. Ryder System, Inc., headquartered in Miami, Florida, is a provider of transportation and supply chain management solutions. Sanderson Farms, Inc., headquartered in Laurel, Mississippi, is a fully integrated poultry processing company engaged in the production, processing, marketing and distribution of fresh and frozen chicken products. Shenandoah Telecommunications Company, headquartered in Edinburg, Virginia, a diversified telecommunications company, provides regulated and unregulated telecommunications services to end-user customers and other communications providers in the southeastern United States. Southwest Airlines Co., headquartered in Dallas, Texas, provides single class air transportation characterized by frequent, high quality service at affordable prices. The company mainly serves short-haul city pairs, targeting the business commuter as well as leisure traveler. Taiwan Semiconductor Manufacturing Company Ltd. (ADR), headquartered in Hsinchu, Taiwan, manufactures integrated circuits based on its proprietary designs. The company offers a comprehensive set of integrated circuit fabrication processes to manufacture CMOS logic, mixed-mode, volatile and non-volatile memory and BiCMOS chips. The company is an affiliate of Philips Electronic N.V. Trinity Industries, Inc., headquartered in Dallas, Texas, provides various products and services for the transportation, industrial, construction and energy sectors in the United States and internationally. The company's products include highway guardrail and safety products, tank and freight railcars, tank barges and ready-mix concrete. TRW Automotive Holdings Corp., headquartered in Livonia, Michigan, designs, manufactures and sells products and systems in seven industry segments: occupant safety systems, chassis systems, automotive electronics, other automotive, space and electronics systems, information technology and aeronautical systems. Tyson Foods, Inc. (Class A), headquartered in Springdale, Arkansas, produces, processes and markets a variety of food products consisting of value-enhanced chicken, fresh and frozen chicken, beef and pork products and prepared foods. The company also produces flour and corn tortillas, taco shells and high-protein animal food ingredients. The company's products are marketed through its food service, wholesale membership clubs, retail and international divisions. Page 43 Ultra Petroleum Corp., incorporated in Canada and headquartered in Houston, Texas, is an independent exploration and production company focused on its core properties in the Green River Basin of southwestern Wyoming. United Rentals, Inc., headquartered in Stamford, Connecticut, operates as an equipment rental company in North America. Valero Energy Corporation, headquartered in San Antonio, Texas, is engaged in the production, transportation and marketing of environmentally clean fuels and products. We have obtained the foregoing company descriptions from third-party sources we deem reliable. Page 44 CONTENTS OF REGISTRATION STATEMENT A. Bonding Arrangements of Depositor: First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the total amount of $2,000,000, the insurer being National Union Fire Insurance Company of Pittsburgh. B. This Registration Statement on Form S-6 comprises the following papers and documents: The facing sheet The Prospectus The signatures Exhibits S-1 SIGNATURES The Registrant, FT 4900, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 4900; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746 and FT 4789 for purposes of the representations required by Rule 487 and represents the following: (1) that the portfolio securities deposited in the series as to the securities of which this Registration Statement is being filed do not differ materially in type or quality from those deposited in such previous series; (2) that, except to the extent necessary to identify the specific portfolio securities deposited in, and to provide essential financial information for, the series with respect to the securities of which this Registration Statement is being filed, this Registration Statement does not contain disclosures that differ in any material respect from those contained in the registration statements for such previous series as to which the effective date was determined by the Commission or the staff; and (3) that it has complied with Rule 460 under the Securities Act of 1933. Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 4900, has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheaton and State of Illinois on July 9, 2014. FT 4900 By FIRST TRUST PORTFOLIOS L.P. Depositor By: Elizabeth H. Bull Senior Vice President S-2 Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following person in the capacity and on the date indicated: Name Title* Date James A. Bowen Director of The Charger ) July 9, 2014 Corporation, the General Partner of ) First Trust Portfolios L.P. ) ) Elizabeth H. Bull ) Attorney-in-Fact** * The title of the person named herein represents his capacity in and relationship to First Trust Portfolios L.P., Depositor. ** An executed copy of the related power of attorney was filed with the Securities and Exchange Commission in connection with Amendment No. 2 to Form S-6 of FT 2669 (File No. 333-169625) and the same is hereby incorporated herein by this reference. S-3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-195873 on Form S-6 of our report dated July 9, 2014, relating to the financial statements of FT 4900, comprising Dow(R) Target 5 3Q '14 - Term 10/9/15 (The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series); Dow Target Dvd. 3Q '14 - Term 10/9/15 (The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series); Global Target 15 3Q '14 - Term 10/9/15 (Global Target 15 Portfolio, 3rd Quarter 2014 Series); S&P Target 24 3Q '14 - Term 10/9/15 (S&P Target 24 Portfolio, 3rd Quarter 2014 Series); S&P Target SMid 60 3Q '14 - Term 10/9/15 (S&P Target SMid 60 Portfolio, 3rd Quarter 2014 Series); Target Divsd. Dvd. 3Q '14 - Term 10/9/15 (Target Diversified Dividend Portfolio, 3rd Quarter 2014 Series); Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15 (Target Dividend Multi-Strategy Portfolio, 3rd Quarter 2014 Series); Target Dbl. Play 3Q '14 - Term 10/9/15 (Target Double Play Portfolio, 3rd Quarter 2014 Series); Target Focus 4 3Q '14 - Term 10/9/15 (Target Focus Four Portfolio, 3rd Quarter 2014 Series); Target Focus 5 3Q '14 - Term 10/9/15 (Target Focus Five Portfolio, 3rd Quarter 2014 Series); Target Global Dvd. Leaders 3Q '14 - Term 10/9/15 (Target Global Dividend Leaders, 3rd Quarter 2014 Series); Target Growth 3Q '14 - Term 10/9/15 (Target Growth Portfolio, 3rd Quarter 2014 Series); Target Triad 3Q '14 - Term 10/9/15 (Target Triad Portfolio, 3rd Quarter 2014 Series); Target VIP 3Q '14 - Term 10/9/15 (Target VIP Portfolio, 3rd Quarter 2014 Series); and Value Line(R) Target 25 3Q '14 - Term 10/9/15 (Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series), appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois July 9, 2014 S-4 CONSENTS OF COUNSEL The consents of counsel to the use of their names in the Prospectus included in this Registration Statement will be contained in their respective opinions to be filed as Exhibits 3.1, 3.2, 3.3 and 3.4 of the Registration Statement. CONSENT OF FIRST TRUST ADVISORS L.P. The consent of First Trust Advisors L.P. to the use of its name in the Prospectus included in the Registration Statement will be filed as Exhibit 4.1 to the Registration Statement. S-5 EXHIBIT INDEX 1.1 Form of Standard Terms and Conditions of Trust for FT 4484 and certain subsequent Series, effective November 6, 2013 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor and FTP Services LLC, as FTPS Unit Servicing Agent (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-191558] filed on behalf of FT 4484). 1.1.1 Form of Trust Agreement for FT 4900 and certain subsequent series, effective July 9, 2014 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, and FTP Services LLC, as FTPS Unit Servicing Agent. 1.2 Copy of Certificate of Limited Partnership of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.3 Copy of Amended and Restated Limited Partnership Agreement of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.4 Copy of Articles of Incorporation of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 1.5 Copy of By-Laws of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669). 1.6 Underwriter Agreement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42755] filed on behalf of The First Trust Special Situations Trust, Series 19). 2.1 Copy of Certificate of Ownership (included in Exhibit 1.1 filed herewith on page 2 and incorporated herein by reference). S-6 2.2 Copy of Code of Ethics (incorporated by reference to Amendment No. 1 to form S-6 [File No. 333-156964] filed on behalf of FT 1987). 3.1 Opinion of counsel as to legality of securities being registered. 3.2 Opinion of counsel as to Federal income tax status of securities being registered. 3.3 Opinion of counsel as to New York income tax status of securities being registered. 3.4 Opinion of counsel as to United Kingdom tax status of securities being registered. 4.1 Consent of First Trust Advisors L.P. 6.1 List of Directors and Officers of Depositor and other related information (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42683] filed on behalf of The First Trust Special Situations Trust, Series 18). 7.1 Power of Attorney executed by the Directors listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669). S-7 EX-99 2 ex-99memo.htm MEMORANDUM OF CHANGES

MEMORANDUM

 

FT 4900

File No. 333-195873

The Prospectus and the Indenture filed with Amendment No. 2 of the Registration Statement on Form S-6 have been revised to reflect information regarding the execution of the Indenture and the deposit of Securities on July 9, 2014 and to set forth certain statistical data based thereon. In addition, there are a number of other changes described below.

THE PROSPECTUS

 

Cover Page The date of the Trusts has been added.
Pages 3-12 The following information for the Trusts appears:
  The Aggregate Value of Securities initially deposited has been added.
  The Aggregate Value of Securities initially deposited has been added.
  The initial number of Units of the Trusts
  Sales charge
  The Public Offering Price per Unit as of the business day before the Initial Date of Deposit
  The Mandatory Termination Dates have been added.
Page 13 The Report of Independent Registered Public Accounting Firm has been completed.
Page 14 The Statements of Net Assets have been completed.
Pages 20-51 The Schedules of Investments have been completed.
Back Cover The date of the Prospectus has been included.

THE TRUST AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST

 

The Trust Agreement has been conformed to reflect the execution thereof.

 

CHAPMAN AND CUTLER LLP

 

July 9, 2014

 

 EX-99.A1 INDNTR ORGN 3 ex-99_a1.htm TRUST AGREEMENT

FT 4900

 

TRUST AGREEMENT

 

Dated: July 9, 2014

The Trust Agreement among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator and Portfolio Supervisor, and FTP Services LLC, as FTPS Unit Servicing Agent, sets forth certain provisions in full and incorporates other provisions by reference to the document entitled "Standard Terms and Conditions of Trust for FT 4484 and certain subsequent Series, Effective: November 6, 2013" (herein called the "Standard Terms and Conditions of Trust"), and such provisions as are incorporated by reference constitute a single instrument. All references herein to Articles and Sections are to Articles and Sections of the Standard Terms and Conditions of Trust.

WITNESSETH THAT:

In consideration of the premises and of the mutual agreements herein contained, the Depositor, the Trustee, the Evaluator, the Portfolio Supervisor and the FTPS Unit Servicing Agent agree as follows:

PART I

STANDARD TERMS AND CONDITIONS OF TRUST

Subject to the provisions of Part II and Part III hereof, all the provisions contained in the Standard Terms and Conditions of Trust are herein incorporated by reference in their entirety and shall be deemed to be a part of this instrument as fully and to the same extent as though said provisions had been set forth in full in this instrument.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

DOW(R) TARGET 5 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. However, the ability to request an in-kind distribution of Securities pursuant to Section 5.02 will terminate at any time that the number of outstanding Units has been reduced to 10% or less of the highest number of Units issued by the Trust. No in-kind distribution requests submitted during the 30 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

DOW(R) TARGET DVD. 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. However, the ability to request an in-kind distribution of Securities pursuant to Section 5.02 will terminate at any time that the number of outstanding Units has been reduced to 10% or less of the highest number of Units issued by the Trust. No in-kind distribution requests submitted during the 30 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

GLOBAL TARGET 15 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 5.02.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

S&P TARGET 24 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. However, the ability to request an in-kind distribution of Securities pursuant to Section 5.02 will terminate at any time that the number of outstanding Units has been reduced to 10% or less of the highest number of Units issued by the Trust. No in-kind distribution requests submitted during the 30 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

 
 

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

S&P TARGET SMID 60 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET DIVSD. DVD. 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET DVD. MULTI-STRAT. 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET DBL. PLAY 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET FOCUS 4 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET FOCUS 5 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET GLOBAL DVD. LEADERS 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

 
 

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET GROWTH 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET TRIAD 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

TARGET VIP 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. No in-kind distribution requests submitted during the 10 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

VALUE LINE(R) TARGET 25 3Q '14 - TERM 10/9/15

The following special terms and conditions are hereby agreed to:

A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in Schedule A hereto.

B. The aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section 2.03 of the Standard Terms and Conditions of Trust and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information."

Documentation confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust.

C. The Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust accrued as of the Record Date on or shortly after the last Business Day of the month in which the Record Date occurs.

D. The Distribution Date shall be the 25th day of the month in which the related Record Date occurs.

E. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."

F. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 per Unit.

G. The Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $.0085 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of less than $2,000.

H. The Initial Date of Deposit for the Trust is July 9, 2014.

I. There is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units.

J. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. However, the ability to request an in-kind distribution of Securities pursuant to Section 5.02 will terminate at any time that the number of outstanding Units has been reduced to 10% or less of the highest number of Units issued by the Trust. No in-kind distribution requests submitted during the 30 business days prior to the Trust's Mandatory Termination Date will be honored.

K. No Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.

PART III

A. The second paragraph of Section 3.02 of the Standard Terms and Conditions of Trust shall be amended to read as follows:

"With respect to any Trust which is a widely held fixed investment trust as defined in Treas. Reg. Section 1.671-5(b)(22), any non-cash distributions received by a Trust shall be sold to the extent they would be treated as dividend or interest income under the Internal Revenue Code and the proceeds shall be credited to the Income Account. Except as provided in the preceding sentence, non-cash distributions received by a Trust (other than a non-taxable distribution of the shares of the distributing corporation which shall be retained by a Trust) shall be dealt with in the manner described in Section 3.11 hereof, and shall be retained or disposed of by such Trust according to those provisions and the proceeds thereof shall be credited to the Capital Account. Neither the Trustee nor the Depositor shall be liable or responsible in any way for depreciation or loss incurred by reason of any such sale."

IN WITNESS WHEREOF, First Trust Portfolios L.P., The Bank of New York Mellon, First Trust Advisors L.P. and FTP Services LLC have each caused this Trust Agreement to be executed and the respective corporate seal to be hereto affixed and attested (if applicable) by authorized officers; all as of the day, month and year first above written.

 

FIRST TRUST PORTFOLIOS L.P., 
Depositor

 

 

By Elizabeth H. Bull

Senior Vice President

 

 

THE BANK OF NEW YORK MELLON, 
Trustee

 

 

By Joan A. Currie

Managing Director

[SEAL]

 

ATTEST:

 

Michael T. Furnari

Vice President

FIRST TRUST ADVISORS L.P.,

Evaluator

 

 

By Elizabeth H. Bull

 Senior Vice President

 

 

FIRST TRUST ADVISORS L.P., 
Portfolio Supervisor

 

 

By Elizabeth H. Bull


 Senior Vice President

 

 

FTP Services LLC,

FTPS Unit Servicing Agent

 

 

By Elizabeth H. Bull


 Senior Vice President

 

 

SCHEDULE A TO TRUST AGREEMENT

 

Securities Initially Deposited

FT 4900

(Note: Incorporated herein and made a part hereof for the Trust is the "Schedule of Investments" for the Trust as set forth in the Prospectus.)

 

 

 

 

 

 

 

 

 

 

 

 

 EX-99.2 OPIN COUNSEL 4 ex-99_2a.htm OPINION REGARDING LEGALITY

Chapman and Cutler LLP 111 West Monroe Street
  Chicago, Illinois  60603

 

July 9, 2014

 

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

Re: FT 4900

Gentlemen:

We have served as counsel for First Trust Portfolios L.P., as Sponsor and Depositor of FT 4900 in connection with the preparation, execution and delivery of a Trust Agreement dated July 9, 2014 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee First Trust Advisors L.P. as Evaluator and Portfolio Supervisor, and FTP Services LLC, as FTPS Unit Servicing Agent, pursuant to which the Depositor has delivered to and deposited the Securities listed in Schedule A to the Trust Agreement with the Trustee and pursuant to which the Trustee has issued to or on the order of the Depositor units of fractional undivided interest in and ownership of the Fund created under said Trust Agreement.

In connection therewith, we have examined such pertinent records and documents and matters of law as we have deemed necessary in order to enable us to express the opinions hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1. the execution and delivery of the Trust Agreement and the issuance of Units in the Fund have been duly authorized; and

2. the Units in the Fund when duly issued and delivered by the Trustee in accordance with the aforementioned Trust Agreement, will constitute valid and binding obligations of the Fund and the Depositor and such Units, when issued and delivered in accordance with the Trust Agreement against payment of the consideration set forth in the Trust prospectus, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement (File No. 333-195873) relating to the Units referred to above, to the use of our name and to the reference to our firm in said Registration Statement and in the related Prospectus.

Respectfully submitted,

 

CHAPMAN AND CUTLER LLP

EFF/lk

 

 EX-99.C4 TAX OPINION 5 ex-99_c4a.htm OPINON REGARDING FEDERAL TAX STATUS

Chapman and Cutler LLP 111 West Monroe Street
  Chicago, Illinois  60603

 

July 9, 2014

First Trust Portfolios, L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

 

The Bank of New York Mellon

Unit Investment Trust Office

101 Barclay Street, Fl. 20W

New York, New York 10286

Re: FT 4900

Ladies/Gentlemen:

We have acted as counsel for First Trust Portfolios, L.P., depositor of FT 4900 (the "Fund"), in connection with the issuance of units of fractional undivided interest in the Fund (the "Units"), under a trust agreement dated July 9, 2014 (the "Indenture") among First Trust Portfolios L.P., as depositor (the "Depositor") First Trust Advisors L.P., as supervisor, FTP Services LLC, as FTPS Unit Servicing Agent and The Bank of New York Mellon, as trustee (the "Trustee"). The Fund is comprised of the following unit investment trusts: Dow(R) Target 5 3Q '14 - Term 10/9/15; Dow(R) Target Dvd. 3Q '14 - Term 10/9/15; Global Target 15 3Q '14 - Term 10/9/15; S&P Target 24 3Q '14 - Term 10/9/15; S&P Target SMid 60 3Q '14 - Term 10/9/15; Target Divsd. Dvd. 3Q '14 - Term 10/9/15; Target Dvd. Multi-Strat. 3Q '14 - Term 10/9/15; Target Dbl. Play 3Q '14 - Term 10/9/15; Target Focus 4 3Q '14 - Term 10/9/15; Target Focus 5 3Q '14 - Term 10/9/15; Target Global Dvd. Leaders 3Q '14 - Term 10/9/15; Target Growth 3Q '14 - Term 10/9/15; Target Triad 3Q '14 - Term 10/9/15; Target VIP 3Q '14 - Term 10/9/15; and Value Line(R) Target 25 3Q '14 - Term 10/9/15 (each a "Trust" and collectively the "Trusts"). Five of the Trusts, the Dow(R) Target 5 3Q '14 - Term 10/9/15; Dow(R) Target Dvd. 3Q '14 - Term 10/9/15; Global Target 15 3Q '14 - Term 10/9/15; S&P Target 24 3Q '14 - Term 10/9/15 and Value Line(R) Target 25 3Q '14 - Term 10/9/15 (each a "Grantor Trust" and collectively, the "Grantor Trusts"), are intended to be classified as grantor trusts for federal income tax purposes.

In this connection, we have examined the registration statement and the prospectus for the Fund (the "Prospectus"), the Indenture, and such other instruments and documents, as we have deemed pertinent. For purposes of this opinion, we are assuming that the Grantor Trusts will at all times be operated in accordance with the Indenture and that the parties to the Indenture will at all times fully comply with the terms of the Indenture. Failure to operate the Grantor Trusts at all times in accordance with the Indenture or failure to comply fully at all times with the terms of the Indenture could result in federal income tax treatment different from that described below.

You have informed us that the assets of each Grantor Trust will consist of a portfolio as set forth in the Prospectus. All

of the assets of a Grantor Trust constitute the "Trust’s Assets." You have not requested us to examine, and accordingly we have not examined, any of the Grantor Trust Assets and express no opinion as to the federal income tax treatment thereof.

Based upon the foregoing and on the facts outlined in this opinion, and upon an investigation of such matters of law as we consider to be applicable:

(i) We are of the opinion that, under existing United States Federal income tax law, the Grantor Trusts are not associations taxable as corporations for Federal income tax purposes but will be classified as grantor trusts and will be governed by the provisions of subchapter J (relating to trusts) of chapter 1, of the Internal Revenue Code of 1986 (the "Code").

(ii) Section 671 of the Code provides that, where a trust grantor is treated as the owner of any portion of a trust, there shall then be included in computing the taxable income and credits of the grantor those items of income, deductions and credits against tax of the trust which are attributable to that portion of the trust to the extent that such items would be taken into account under the Code in computing taxable income or credits against the tax of an individual. Each Unit holder is treated as the owner of a pro rata portion of their Trust under Section 676 of the Code. Therefore, a Unit holder will be considered as owning a pro rata share of each of the Grantor Trust Assets in the proportion that the number of Units held by him or her bears to the total number of Units outstanding. We are of the opinion that, under existing United States Federal income tax law, (a) under subpart E, subchapter J of chapter 1 of the Code, income of the Grantor Trust will be treated as income of each Unit holder in the proportion described above, and an item of Grantor Trust income will have the same character in the hands of a Unit holder as it would have if the Unit holder directly owned a pro rata portion of the Grantor Trusts’ assets and (b) each Unit holder will be considered to have received his or her pro rata share of income derived from each Grantor Trust asset when such income would be considered to be received by the Unit holder if the Unit holder directly owned a pro rata portion of the Grantor Trust's assets. Under Treasury Regulations, the Trust is required to provide the Unit holder with factors that are multiplied by the amount of distributions to determine the Unit holder’s share of tax items.

(iii) Although the discussion in the Prospectus under the heading "Federal Tax Status-Grantor Trusts" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of Units, in our opinion, under existing United States Federal income tax law, such discussion, taken as a whole, is an accurate summary in all material respects, to the extent that the discussion constitutes statements of law or legal conclusions with respect to United States federal income tax matters. In this regard, please note that (a) we have not examined any of the Grantor Trust’s Assets and we are therefore unable to express an opinion, and we express no opinion as to the federal income tax treatment thereof and (b) the discussion under "Federal Tax Status-Grantor Trusts" depends in part on the facts peculiar to individual Unit holders of which we have made no investigation and have no knowledge.

Our opinion is based on the Code, the regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Consequently, future changes in the Code, the regulations promulgated thereunder and other relevant authorities and law may cause the tax treatment of the transaction to be materially different from that described above. This opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. Our opinion represents only our legal judgment, is not a guarantee of a result and, unlike a tax ruling, is binding neither on the Internal Revenue Service nor a court of law, and has no official status of any kind. The Internal Revenue Service or a court of law could disagree with the opinion expressed herein. Although we believe that, in a properly presented case, the opinion expressed herein would be found to be correct if challenged, there can be no assurance that this will be the case. In evaluating these federal tax issues, we have not taken into account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or that an issue will be resolved through settlement if raised.

This opinion, as qualified herein, covers only the opinions expressly contained herein, and we express no opinion with respect to any other considerations which may arise relating to the transaction, any other taxes or any other matters arising under United States federal, state, local or foreign law.

The Committee on Legal Opinions of the American Bar Association promulgated the "Third-Party Legal Opinion Report, Including the Legal Opinion Accord," (the "ABA Guidelines") in 1991. Among other things the ABA Guidelines provide that attorneys should not provide legal opinions as to matters of fact or financial or economic forecasts (or similar predictions). In this regard, matters discussed expressly or implicitly within this letter which are determined to be matters of fact or financial or economic forecasts (or similar predictions) should be interpreted to be a confirmation of our understanding and a statement of our belief rather than a legal opinion, regardless of the language used.

Chapman and Cutler LLP does not and will not impose any limitation on the disclosure of tax treatment or tax structure of any transaction relating to this matter.

Very truly yours,

 

 

CHAPMAN AND CUTLER LLP

 

 EX-99.C4 TAX OPINION 6 ex-99_c4b.htm OPINION REGARDING NEW YORK TAX STATUS

CARTER LEDYARD & MILBURN LLP

2 WALL STREET

NEW YORK, NY 10005

 

July 9, 2014

 

The Bank of New York Mellon,
as Trustee of FT 4900

101 Barclay Street
New York, New York 10286

Attn:Rosalia A. Koopman
Managing Director

Re: FT 4900

Ladies and Gentlemen:

We are acting as special counsel with respect to New York tax matters for Dow(R) Target 5 3Q ‘14 - Term 10/9/15 (The Dow(R) Target 5 Portfolio, 3rd Quarter 2014 Series), Dow(R) Target Dvd. 3Q '14 - Term 10/9/15 (The Dow(R) Target Dividend Portfolio, 3rd Quarter 2014 Series), Global Target 15 3Q '14 - Term 10/9/15 (Global Target 15 Portfolio, 3rd Quarter 2014 Series), S&P Target 24 3Q '14 - Term 10/9/15 (S&P Target 24 Portfolio, 3rd Quarter 2014 Series) and Value Line(R) Target 25 3Q '14 - Term 10/9/15 (Value Line(R) Target 25 Portfolio, 3rd Quarter 2014 Series), (each, a "Trust" and collectively the "Trusts"), each of which is a unit investment trust included in the series identified as FT 4900 (the "Series"), which will be established under a certain Standard Terms and Conditions of Trust dated November 6, 2013, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios, L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trusts (the "Units") will be issued in the aggregate number set forth in the Indenture.

We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler LLP, counsel for the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof.

Based upon the foregoing, we are of the opinion that each Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2).

We express no opinion regarding the tax status of the other unit investment trusts included in the Series.

We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-195873) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein.

Very truly yours,

CARTER LEDYARD & MILBURN LLP

 

 

 

 

 EX-99.C4 TAX OPINION 7 ex-99_c4c.htm OPINION REGARDING U.K. TAX STATUS

       

 

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Group 4 Fax (44-20) 7374 9318

DX Box Number 10 CDE

Direct Line 020 7456 5700/3272

Direct Fax 020 7456 2222

timothy.lowe@linklaters.com

nadia.arstall@linklaters.com

 

 

 

First Trust Portfolios L.P.

120 East Liberty Drive

Suite 400

Wheaton

Illinois 60187

USA

 

  
  9 July 2014
       
Our Ref Tim Lowe / Nadia Arstall
         

 

Dear Sirs

Global Target 15 Portfolio – 3rd Quarter 2014 Series FT 4900

1We have acted as special United Kingdom (“UK”) taxation advisers in connection with the issue of units (“Units”) in the Global Target 15 Portfolio, 3rd Quarter 2014 Series (the “Trust”) on the basis of directions given to us by Chapman and Cutler LLP, your counsel.
2This opinion is limited to UK taxation law as applied in practice on the date hereof by HM Revenue & Customs (“HMRC”) and is given on the basis that it will be governed by and construed in accordance with English law as enacted. Where reference is made to HMRC practice, there can be no assurance that HMRC will not depart from such practice, either because of the presence of particular factual circumstances or generally.
3For the purpose of this opinion, the only documentation which we have examined is a draft prospectus for the FT 4900 dated 12 June 2014 (the “Prospectus”) comprising the Trust and the 3rd Quarter 2014 Series of 14 further unit trusts (together the “Funds”) and a draft information supplement dated 12 June 2014 (the “Information Supplement”) relating to the same. We have been advised by Chapman and Cutler LLP that there will be no material differences between the Prospectus and the final prospectus and the Information Supplement and the final information supplement, in each case to be issued for the Funds and to be dated 9 July 2014. Terms defined in the Prospectus bear the same meaning herein.

 

 

4We have assumed for the purposes of this opinion that:
4.1a holder of Units (“Unit holder”) is, under the terms of the Indenture governing the Trust, entitled to have paid to him (subject to a deduction for annual expenses, including total applicable custodial fees and certain other costs associated with foreign trading and annual Trustee’s, Sponsor’s, portfolio supervisory, evaluation and administrative fees and expenses) his pro rata share of all the income which arises to the Trust from the investments in the Trust, and that, under the governing law of the Indenture, this is a right as against the assets of the Trust rather than a right enforceable in damages only against the Trustee;
4.2for taxation purposes the Trustee is not a UK resident and is a US resident;
4.3the general administration of the Trust and all activities of both the Trust and the Trustee in its capacity as Trustee of the Trust not carried out by agents satisfying the conditions in paragraphs 8.1 to 8.6 below will be carried out only in the US;
4.4no Units are registered in a register kept in the UK by or on behalf of the Trustee;
4.5the Trust is not treated as a corporation for US tax purposes;
4.6the structure, including the investment strategy of the Trust, will be substantially the same as that set out in the Prospectus;
4.7each Unit holder is not resident in the UK (and has never been resident or ordinarily resident in the UK, including for the purposes of Schedule 45 to the Finance Act 2013), nor is any such Unit holder carrying on a trade, profession or vocation in the UK and in particular does not carry on a trade, profession or vocation in the UK through any form of taxable presence in the UK (including a permanent establishment, branch or agency);
4.8neither the Trustee nor any of the Unit holders are, or will be, resident in any member state of the European Union; and
4.9any instrument transferring Units will not be executed in the UK or relate to any property situate or to any matter or thing done or to be done in any part of the United Kingdom.
5We understand that the portfolio of the Trust will consist of the common stock of the five companies with the lowest per share stock price of the ten companies in each of the Dow Jones Industrial Average, the Financial Times Industrial Ordinary Share Index and the Hang Seng Index respectively having the highest dividend yield in the respective index as at the close of business on the business day prior to the date of the final prospectus to be issued for the Funds; and that the Trust will hold such common stocks for a period of approximately fifteen months, after which time the Trust will terminate and the stocks will be sold. We address UK tax issues in relation only to the common stocks of companies in the Financial Times Industrial Ordinary Share Index comprised in the portfolio of the Trust (the “UK Equities”).
6A double taxation treaty between the US and the UK relating to income tax (the “New Treaty”) entered into force on 31 March 2003. Under the terms of the previous double taxation treaty between the US and the UK, where a dividend which carried a tax credit to which an individual resident in the UK was entitled under UK law was paid by a UK resident company to a qualifying US resident, there were circumstances whereby that qualifying US resident could be entitled, on making a claim to HMRC, to a payment of part of that tax credit. Under the terms of the New Treaty, a qualifying US resident will not be entitled to any payment of a tax credit in respect of dividends paid on the UK Equities.
7The Trust may be held to be trading in stock rather than holding stock for investment purposes by virtue, inter alia, of the length of the time for which the stock is held. If the stock is purchased and sold through a UK agent, then, if the Trust is held to be trading in such stock, profits may, subject to paragraph 8 below, be liable to UK tax on income.
8Under current law, the Trust’s liability to UK tax on such profits will be limited to the amount of tax (if any) withheld from the Trust’s income provided such profits derive from transactions carried out on behalf of the Trust by a UK agent where the following conditions are satisfied:
8.1the transactions from which the profits are derived are investment transactions. The Finance Act 2008 gave HMRC the power to designate transactions as “investment transactions” for this purpose. Pursuant to this power the Investment Manager (Specified Transactions) Regulations 2009 entered into force on 12 May 2009. These regulations specify which transactions will qualify as “investment transactions” and include transactions in stocks and shares. We would, therefore, expect the activities of the UK agent in relation to the Trust to continue to qualify as “investment transactions” for these purposes;

 

 

 

8.2the agent carries on a business of providing investment management services;
8.3the transactions are carried out by the agent on behalf of the Trust in the ordinary course of that business;
8.4the remuneration received by the agent is at a rate which is not less than that which is customary for the type of business concerned;
8.5the agent (together with persons connected with the agent) does not have a beneficial interest in more than 20 per cent. of the Trust’s income derived from the investment transactions carried out through the agent in any tax year or period of not more than 5 years (excluding reasonable management fees paid to the agent); and
8.6the agent acts for the Trust in an independent capacity.

The agent will act in an independent capacity if the relationship between the agent and the Trust, taking account of its legal, financial and commercial characteristics, is one which would exist between persons carrying on independent businesses dealing at arm’s length. This will be regarded as the case by HMRC if, for example, the provision of services by the agent to the Trust (and any connected person) does not form a substantial part of the agent’s business (namely where it does not exceed 70 per cent. of the agent’s business, by reference to fees or some other measure if appropriate).

In addition, this condition will be regarded as satisfied by HMRC if the Trust is a widely held collective fund or if the interests in the Trust are actively marketed with the intention that it becomes a widely held collective fund.

Further, where stock is purchased and sold by the Trust through a UK broker in the ordinary course of a brokerage business carried on in the UK by that broker, the remuneration which the broker receives for the transactions is at a rate which is no less than that which is customary for that class of business and the broker acts in no other capacity for the Trust in the UK, profits arising from transactions carried out through that broker will not be liable to UK tax (other than to the extent tax is withheld at source).

Accordingly, provided the conditions are satisfied, unless a Unit holder, not being resident in the UK, itself carries on a trade in the UK (other than through an agent or a broker acting in the manner described above) in connection with which the Units are held, the Unit holder will not be charged to UK tax on such profits (other than to the extent tax is withheld at source).

9It should be noted that the UK tax liability of non-resident companies that benefit from a double tax treaty entered into by the UK and their country of residence which restricts any tax liability on trading profits to profits attributable to a “permanent establishment” is determined by reference to a “permanent establishment” rather than a “branch or agency”. Should the Trust comprise such a company for UK tax purposes, its agent will not be considered the permanent establishment of the Trust and, accordingly, the Trust will not be liable to UK tax on income provided that conditions very similar to those described in paragraph 8 are satisfied. Where the Trust is not such a company for UK tax purposes, the preceding analysis in paragraph 8 applies.
10If the Trustee has a presence in the UK then it is technically possible that income or gains of the Trust could be assessed upon the Trustee, whether arising from securities (which includes stock) or from dealings in those securities. We understand that the Trustee has a permanent establishment in the UK. However, we consider that any such risk should be remote provided that the UK permanent establishment of the Trustee will not have any involvement with establishing or managing the Trust or its assets nor derive income or gains from the Trust or its assets.
11Where the Trustee makes capital gains on the disposal of the UK Equities, a Unit holder will not be liable to UK capital gains tax on those gains.
12UK stamp duty will generally be payable at the rate of 0.5 per cent. of the consideration (rounded up to the nearest multiple of £5) in respect of a transfer of the shares in UK incorporated companies or in respect of transfers to be effected on a UK share register. UK stamp duty reserve tax will generally be payable on the entering into of an unconditional agreement to transfer such shares, or on a conditional agreement to transfer such shares becoming unconditional, at the rate of 0.5 per cent. of the consideration to be provided. A liability to stamp duty reserve tax will generally be cancelled where stamp duty is paid on transfer. The tax will generally be paid by the purchaser of such shares.

No UK stamp duty or stamp duty reserve tax should be payable, by the Trust or a Unit holder, on an agreement to transfer Units or on a transfer of Units.

13It should be noted that on 1 July 2005 the EU Savings Directive came into effect. The Directive concerns the taxation of savings income and requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual in another Member State. Dividend payments are not generally regarded as “savings income” for these purposes and as none of the Unit holders nor the Trustee will be resident in any Member State, the EU Savings Directive should not apply to the Trust.
14In our opinion the taxation paragraphs contained on page 86 – 87 of the Prospectus under the heading “United Kingdom Taxation”, as governed by the general words appearing immediately under that heading, which relate to the Trust and which are to be contained in the final prospectus to be issued for the Funds, represent a fair summary of material UK taxation consequences for a US resident holder of Units in the Trust.
15This opinion is addressed to you on the understanding that you (and only you) may rely upon it in connection with the issue and sale of the Units (and for no other purpose).

This opinion may not be quoted or referred to in any public document or filed with any governmental agency or other person without our written consent. We understand that it is intended to produce a copy of this opinion to the Trustee. We consent to the provision of this opinion to the Trustee and confirm that, insofar as this opinion relates to the UK tax consequences for the Trust and US persons holding Units in the Trust, the Trustee may similarly rely upon it in connection with the issue and sale of Units. However you should note that this opinion does not consider the UK tax consequences for the Trustee arising from its duties in respect of the Trust under the Indenture.

We consent further to the reference which is to be made in the prospectus to be issued for the Trust to our opinion as to the UK tax consequences to US persons holding Units in the Trust.

 

 

Yours faithfully

Linklaters LLP

 

 

 EX-99.C2 EVAL CONSNT 8 ex-99_c2.htm CONSENT OF EVALUATOR

First Trust Advisors L.P.

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

 

 

 

 

July 9, 2014

 

 

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

 

Re: FT 4900

 

Gentlemen:

We have examined the Registration Statement File No. 333-195873 for the above captioned fund. We hereby consent to the use in the Registration Statement of the references to First Trust Advisors L.P. as evaluator.

You are hereby authorized to file a copy of this letter with the Securities and Exchange Commission.

 

Sincerely,

 

FIRST TRUST ADVISORS L.P.

 

 

 

 

Elizabeth H. Bull

Senior Vice President