487 1 s487.htm FORM S-6 TO EFFECTIVE AMENDMENT

 

Registration No. 333-237848

1940 Act No. 811-05903

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 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 8712

 

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
Suite 400 Chicago, Illinois 60603
Wheaton, Illinois  60187  

 

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.

 

|X|Check box if it is proposed that this filing will become effective on May 21, 2020 at 2:00 p.m. pursuant to Rule 487.

________________________________



             Cboe Vest Large Cap Deep Buffered Portfolio, Series 3
                                    FT 8712

FT 8712 is a series of a unit investment trust, the FT Series. FT 8712
consists of a single portfolio known as Cboe Vest Large Cap Deep Buffered
Portfolio, Series 3 (the "Trust").

- The Trust invests in a portfolio of FLexible EXchange(R) Options ("FLEX
Options" or "Securities") and cash. The cash will be used to pay the creation
and development fee and organization costs. The Trust seeks to provide returns
based on the price performance of shares of the SPDR(R) S&P 500(R) ETF Trust,
subject to a capped amount while also providing a limited degree of downside
"buffered" protection.


- The Trust is designed for investors who intend to purchase Units at
inception and hold them until the Trust's termination date (May 20, 2022). The
Trust seeks a percentage total return per Unit that increases by any
percentage increase in the price of the SPDR(R) S&P 500(R) ETF Trust ("SPY" or
the "Underlying ETF") relative to the value of the Underlying ETF at the
Trust's inception, up to a maximum total return of approximately 15.65% less
the Trust's fees and expenses (equivalent to an annualized total return of
7.55% less the Trust's fees and expenses over the approximately two-year life
of the Trust).

- Unit holders should be willing to forgo any capital appreciation above the
capped amount of approximately 15.65% less the Trust's fees and expenses, and
dividend payments and, if the price of the Underlying ETF declines by more
than 20%, be willing to lose a significant portion (up to approximately 80% of
net asset value) of their investment. Any potential loss would be increased as
a result of the Trust's fees and expenses. There is no assurance that the
Trust will achieve its investment objective. For Units purchased through a
traditional brokerage account subject to the Trust's initial sales charge, the
capped upside and the benefit of the partial downside protection will be
reduced by the amount of the Trust's maximum sales charge and organization
costs, equal to 3.189%. For Units purchased through a "wrap fee" account not
subject to the Trust's initial sales charge, the capped upside and the benefit
of the partial downside protection will be reduced by the amount of the
Trust's creation and development fee and organization costs, equal to 0.919%.
See "Fee Table" in this prospectus for information regarding these fees and
expenses. As of the Trust's inception, the capped upside for Units purchased
through a traditional brokerage account after fees and expenses is
approximately 11.98% and the capped upside for Units purchased through a "wrap
fee" account after fees and expenses is approximately 14.57%.


- The Trust may experience substantial losses from the FLEX Options and the
option positions may expire worthless. Unit holders may lose a significant
portion (up to approximately 80% of net asset value) of their investment.

The percentage increase or decrease of the Underlying ETF described above is
the percentage increase or decrease of the Underlying ETF from when the FLEX
Option strike levels are set to the close of the market on the FLEX Options
expiration date.


The Trust's ability to provide returns with a capped upside and partial
downside protection is dependent on Unit holders purchasing Units at a price
equal to the initial net asset value of $10 per Unit and holding them until
the Trust's termination date. The price at which you will be able to purchase
Units at inception will be higher than the net asset value per Unit at the
Trust's inception and therefore your capped upside will be less than
approximately 15.65%. You may realize a gain or loss that is higher or lower
than the intended gains or losses as a result of redeeming Units prior to the
Trust's termination date, where FLEX Options are otherwise terminated by the
Trust prior to expiration, if the Trust is unable to maintain the proportional
relationship of the FLEX Options based on the number of contracts in the
Trust's portfolio, if a corporate action occurs with respect to the Underlying
ETF or because of increases in potential tax-related expenses and other
expenses of the Trust.


THE RETURN ON UNITS REDEEMED PRIOR TO THE TERMINATION OF THE TRUST WILL LIKELY
BE LESS THAN THE ORIGINAL PUBLIC OFFERING PRICE AS WELL AS THE RETURN THAT A
UNIT HOLDER COULD EXPECT IF UNITS WERE HELD UNTIL THE TRUST'S TERMINATION. IN
ADDITION, DURING THE LIFE OF THE TRUST, THE UNIT VALUE WILL NOT MOVE
PROPORTIONALLY WITH CHANGES IN THE VALUE OF SPY. ANY REDEMPTION OF UNITS PRIOR
TO THE TRUST'S TERMINATION COULD RESULT IN A SUBSTANTIAL LOSS.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") 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 May 21, 2020



Page 1




                               Table of Contents

Portfolio                                                                  3
Summary of Essential Information                                           8
Fee Table                                                                  9
Report of Independent Registered Public Accounting Firm                   10
Statement of Net Assets                                                   11
Schedule of Investments                                                   12
The FT Series                                                             14
Hypothetical Examples                                                     15
Risk Factors                                                              18
Who Should Invest                                                         23
Public Offering                                                           24
Distribution of Units                                                     25
The Sponsor's Profits                                                     27
The Secondary Market                                                      27
How We Purchase Units                                                     27
Expenses and Charges                                                      27
Tax Status                                                                28
Retirement Plans                                                          30
Rights of Unit Holders                                                    30
Income and Capital Distributions                                          31
Redeeming Your Units                                                      31
Removing Securities from the Trust                                        32
Amending or Terminating the Indenture                                     33
Information on Cboe Vest Financial LLC, the Sponsor, Trustee
     and Evaluator                                                        34
Other Information                                                         35


Page 2


                                   Portfolio

Objective.

The Trust seeks to provide returns based on the price performance of shares of
the Underlying ETF, subject to a capped amount.

The Portfolio.


The Trust seeks to achieve its objective by investing in a portfolio
consisting of purchased and written FLEX Options and cash to pay for the fees
and expenses of the Trust. The FLEX Options are listed on the Chicago Board
Options Exchange (the "CBOE") and are guaranteed by the Options Clearing
Corporation (the "OCC"). The FLEX Options reference shares of the Underlying
ETF which had a share price on the NYSE of $297.60 (the "Initial Underlying
ETF Level") and entitle or obligate the holder to purchase or sell shares of
the Underlying ETF at each FLEX Option's strike price on May 20, 2022 (the
"FLEX Option Expiration Date"). The FLEX Options are all European style
options, which means that they are exercisable at the strike price only on the
FLEX Option Expiration Date. The FLEX Options are intended to be liquidated on
or prior to the FLEX Option Expiration Date, rather than be exercised, in
order to avoid having the Trust receive shares of the Underlying ETF or be
obligated to deliver shares of the Underlying ETF.

The FLEX Options are intended to generate returns based on the price
performance of the Underlying ETF. The Underlying ETF is an exchange-traded
fund that seeks to track performance of the S&P 500(R) Index (the "Underlying
Index"). See "The Underlying ETF and the Underlying Index" on page 6. The
Trust is designed for Unit holders who intend to purchase Units at the Trust's
inception and hold them until May 20, 2022, the Trust's Mandatory Termination
Date, and seek a percentage total return per Unit that increases by any
percentage increase in the price of the Underlying ETF relative to the Initial
Underlying ETF Level up to a maximum total return of approximately 15.65% less
the Trust's fees and expenses (equivalent to an annualized total return of
7.55% less the Trust's fees and expenses over the approximately two-year life
of the Trust) (the "Capped Return"), while also providing downside "buffered"
protection of up to approximately 20% of net asset value of the decline in the
Underlying ETF ("Buffered Protection"). For Units purchased through a
traditional brokerage account subject to the Trust's initial sales charge, the
capped upside and partial downside protection will be reduced by the amount of
the Trust's maximum sales charge and organization costs. For Units purchased
through a "wrap fee" account not subject to the Trust's initial sales charge,
the capped upside and partial downside protection will be reduced by the
amount of the Trust's creation and development fee and organization costs. See
"Fee Table" in this prospectus for information regarding these fees and
expenses. This maximum total return of approximately 15.65% less the Trust's
fees and expenses and the Buffered Protection of up to approximately 20% of
net asset value are based on the life of the Trust and are not an annualized
rate of return. The Trust's ability to achieve its investment objective is
dependent on Unit holders purchasing Units at a price equal to their initial
net asset value ($10 per Unit) and holding them until the Trust's Mandatory
Termination Date. The price at which you will be able to purchase Units will
be based on their valuation at the Evaluation Time on the date you purchase
your Units, which will be higher than $10 per Unit, which will impact your
potential returns.


THE TRUST MAY NOT BE ABLE TO ACHIEVE THE HYPOTHETICAL RETURNS SET FORTH IN
THIS PROSPECTUS. THE TRUST'S PERFORMANCE MAY BE IMPACTED BY A VARIETY OF
FACTORS, INCLUDING, BUT NOT LIMITED TO, REDEMPTION ACTIVITY, A DILUTION OF
YOUR INVESTMENT, UNUSUAL ECONOMIC EVENTS, MARKET MOVEMENTS AND CHANGES IN THE
LIQUIDITY OF THE FLEX OPTIONS. THE TRUST'S PORTFOLIO IS NOT MANAGED. IN THE
UNLIKELY EVENT THAT THE FLEX OPTIONS CANNOT MAINTAIN THEIR PROPER RATIOS,
THERE MAY BE A SIGNIFICANT IMPACT TO THE TRUST'S ABILITY TO MEET ITS
INVESTMENT OBJECTIVE OR FOLLOW ITS PRINCIPAL INVESTMENT STRATEGY.

Illustrative Market Scenarios.

The Trust seeks to provide returns net of all estimated Trust fees and
expenses based on the price performance of the Underlying ETF for Units
purchased on the Trust's Initial Date of Deposit at their initial net asset
value of $10 per Unit and held until the Trust's Mandatory Termination Date as
follows:


- The price of the Underlying ETF increases above
15.50%. If, at the FLEX Option Expiration Date, the price of the Underlying
ETF increased by greater than or equal to 15.50% compared to the price of the
Underlying ETF at the Trust's inception, the Trust seeks to provide Unit
holders with a maximum total return of approximately 15.65% less the Trust's
fees and expenses.

- The price of the Underlying ETF increases between 0% and 15.50%. If, at the
FLEX Option Expiration Date, the price of the Underlying ETF increased between
0% and 15.50% compared to the price of the Underlying ETF at the Trust's
inception, the Trust seeks to provide Unit holders with a total return that
increases by the approximate percentage increase of the price of the


Page 3


Underlying ETF less the Trust's fees and expenses, up to a maximum return of
approximately 15.65% less the Trust's fees and expenses.

- The price of the Underlying ETF decreases between 0% and 20%. If, at the
FLEX Option Expiration Date, the price of the Underlying ETF decreased between
0% and 20% compared to the price of the Underlying ETF at the Trust's
inception, the Trust seeks to provide Unit holders with a "buffered" total
return of approximately 0.02% less the Trust's fees and expenses, meaning you
will receive no return on your investment and will pay the Trust's fees and
expenses.

- The price of the Underlying ETF decreases by greater than 20%. If, at the
FLEX Option Expiration Date, the price of the Underlying ETF decreased by
greater than 20% compared to the price of the Underlying ETF at the Trust's
inception, the Trust seeks to provide Unit holders with a loss that is less
than the loss of the Underlying ETF, with a maximum loss of approximately -
80.32% of net asset value (the "Maximum Loss").


                     Hypothetical Performance Return Chart

The following chart illustrates the hypothetical returns that the Trust seeks
to provide in certain illustrative scenarios. This chart does not take into
account payment by the Trust of its fees and expenses.


Page 4

 

 


What is a FLEX Option?

The Trust's initial portfolio includes several types of FLEX Options including
purchased and written put and call options (as further described below). The
FLEX Options are all European style options, which means that they are
exercisable at the strike price only on the FLEX Option Expiration Date. FLEX
Options are customized option contracts available through national securities
exchanges that are guaranteed for settlement by the OCC, a market
clearinghouse. The FLEX Options are listed on the CBOE. FLEX Options provide
investors with the ability to customize terms of an option, including exercise
prices, exercise styles (European style versus American style options which
are exercisable any time prior to the expiration date) and expiration dates,
while achieving price discovery in competitive, transparent auctions markets
and avoiding the counterparty exposure of the over-the-counter option positions.

Each FLEX Option contract entitles the holder thereof (i.e., the purchaser of
the FLEX Option) the option to purchase (for the call options) or sell (for
the put options) 100 shares of the Underlying ETF as of the close of the
market on the FLEX Option Expiration Date at the strike price multiplied by
100. The Trust is designed so that any amount owed by the Trust on the written
FLEX Options will be covered by payouts at expiration from the purchased FLEX
Options. As a result, the FLEX Options will be fully covered and no additional
collateral will be necessary during the life of the Trust. The Trust receives
premiums in exchange for the written FLEX Options and pays premiums in
exchange for the purchased FLEX Options. The OCC and securities exchange that
the FLEX Options are listed on do not charge ongoing fees to writers or
purchasers of the FLEX Options during their life for continuing to hold the
option contracts.

The OCC guarantees performance by each of the counterparties to FLEX Options,
becoming the "buyer for every seller and the seller for every buyer,"
protecting clearing members and options traders from counterparty risk.
Subject to determination by the Securities Committee of the OCC, adjustments
may be made to the FLEX Options for certain events (collectively, "Corporate
Actions") specified in the OCC's by-laws and rules: certain stock dividends or
distributions, stock splits, reverse stock splits, rights offerings,
distributions, reorganizations, recapitalizations, or reclassifications with
respect to an underlying security, or a merger, consolidation, dissolution or
liquidation of the issuer of the underlying security.  According to the OCC's
by-laws, the nature and extent of any such adjustment is to be determined by
the OCC's Securities Committee, in light of the circumstances known to it at
the time such determination is made, based on its judgment as to what is
appropriate for the protection of investors and the public interest, taking
into account such factors as fairness to holders and writers (or purchasers
and sellers) of the affected options, the maintenance of a fair and orderly
market in the affected options, consistency of interpretation and practice,
efficiency of exercise settlement procedures, and the coordination with other
clearing agencies of the clearance and settlement of transactions in the
underlying interest.

The information set forth above relating to the FLEX Options and the OCC has
been obtained from the OCC. The description and terms of the FLEX Options to
be entered into with the OCC are set forth in the by-laws and rules of the
OCC, available at www.optionsclearing.com, which is not considered part of
this prospectus nor is it incorporated by reference herein.

The Trust invests in in-the-money purchased call options, out-of-the-money
written call options, at-the-money purchased put options and out-of-the-money
written put options. The following discussion describes each type of security.


In-The-Money Purchased Call Options ("ITM Purchased Call Options"). The ITM
Purchased Call Options are call options purchased by the Trust, each with a
strike price significantly lower than the Initial Underlying ETF Level. If the
price of the Underlying ETF is less than or equal to the strike price of the
ITM Purchased Call Options on the FLEX Option Expiration Date, the ITM
Purchased Call Options will expire without net proceeds being payable to the
Trust (i.e., the ITM Purchased Call Options will expire worthless). If the
price of the Underlying ETF is greater than the strike price on the FLEX
Option Expiration Date, then the ITM Purchased Call Options are intended to
provide a return to the Trust based on the difference between the strike price
of the ITM Purchased Call Options and the price of the Underlying ETF on the
FLEX Option Expiration Date equal to a per Unit dollar amount of proceeds of
$10.085 multiplied by ((the price of the Underlying ETF on the FLEX Option
Expiration Date divided by the Initial Underlying ETF Level) minus 0.34%) on
the FLEX Option Expiration Date. The ITM Purchased Call Options are intended
to provide approximately one-to-one exposure to the Underlying ETF.

Out-Of-The-Money Written Call Options ("OTM Written Call Options"). The OTM
Written Call Options are call options written by the Trust, each with a strike
price greater than the Initial Underlying ETF Level. If the price of the
Underlying ETF is less than or equal to the strike price of the OTM Written


Page 5


Call Options on the FLEX Option Expiration Date, the OTM Written Call Options
will expire without net proceeds being payable by the trust (i.e., the OTM
Written Call Options will expire worthless). If the price of the Underlying
ETF is greater than the strike price on the FLEX Option Expiration Date, then
the OTM Written Call Options are intended to provide for the Trust to deliver
proceeds to the purchasers of the OTM Written Call Options based on the
increase of the price of the Underlying ETF over the strike price of the OTM
Written Call Options equal to a per Unit dollar amount of proceeds of $10.085
multiplied by ((the price of the Underlying ETF on the FLEX Option Expiration
Date divided by the Initial Underlying ETF Level) minus 115.50%) on the FLEX
Option Expiration Date. The OTM Written Call Options are intended to provide
premiums to the Trust that will offset the cost of the purchased FLEX Options
and are also intended to limit the increase from the FLEX Options to 15.65%
after deduction of the Trust's annual operating expenses.

At-The-Money Purchased Put Options ("ATM Purchased Put Options"). The ATM
Purchased Put Options are put options purchased by the Trust, each with a
strike price equal to the Initial Underlying ETF Level. If the price of the
Underlying ETF is greater than or equal to the strike price of the ATM
Purchased Put Options on the FLEX Option Expiration Date, the ATM Purchased
Put Options will expire without net proceeds being payable to the Trust (i.e.,
the ATM Purchased Put Options will expire worthless). If the price of the
Underlying ETF is less than the strike price on the FLEX Option Expiration
Date, then the ATM Purchased Put Options are intended to provide a return to
the Trust based on the decrease between the Initial Underlying ETF Level and
the price of the Underlying ETF on the FLEX Option Expiration Date equal to a
per Unit dollar amount of proceeds of $10.085 multiplied by (100.00% minus
(the price of the Underlying ETF on the FLEX Option Expiration Date divided by
the Initial Underlying ETF Level)) on the FLEX Option Expiration Date.

Out-Of-The-Money Written Put Options ("OTM Written Put Options"). The OTM
Written Put Options are put options written by the Trust, each with a strike
price less than the Initial Underlying ETF Level. If the price of the
Underlying ETF is greater than or equal to the strike price of the OTM Written
Put Options on the FLEX Option Expiration Date, the OTM Written Put Options
will expire without net proceeds being payable by the Trust (i.e., the OTM
Written Put Options will expire worthless). If the price of the Underlying ETF
is less than the strike price on the FLEX Option Expiration Date, then the OTM
Written Put Options are intended to provide for the Trust to deliver proceeds
to the purchasers of the OTM Written Put Options based on the decrease between
the Initial Underlying ETF Level and the price of the Underlying ETF on the
FLEX Option Expiration Date equal to a per Unit dollar amount of proceeds of
$10.085 multiplied by (80.00% minus (the price of the Underlying ETF on the
FLEX Option Expiration Date divided by the Initial Underlying ETF Level)) on
the FLEX Option Expiration Date. The ATM Purchased Put Options along with the
OTM Written Put Options are intended to offset a decrease between the Initial
Underlying ETF Level and the price of the Underlying ETF on the FLEX Option
Expiration Date up to approximately 20%.


The Underlying ETF and the Underlying Index.

The Underlying ETF is an exchange-traded unit investment trust that uses a
full replication strategy, meaning it invests entirely in the Underlying
Index, which is designed to track the S&P 500(R) Index. PDR Services, LLC
("PDR") serves as the Underlying ETF's sponsor. The investment objective of
the Underlying ETF is to seek to provide investment results that, before
expenses, correspond generally to the price and yield performance of the S&P
500(R) Index. See below for a description of the Underlying ETF's principal
investment strategies and risks. You can find the Underlying ETF's prospectus
and other information about the ETF, including the statement of additional
information and most recent reports to shareholders, online at
https://us.spdrs.com/en/etf/spdr-sp-500-etf-SPY.

The summary information below regarding the Underlying ETF comes from its
filings with the SEC. You are urged to refer to the SEC filings made by the
Underlying ETF and to other publicly available information (e.g., the ETF's
annual reports) to obtain an understanding of the ETF's business and financial
prospects.

The investment objective of the Underlying ETF is to seek to provide
investment results that, before expenses, correspond generally to the price
and yield performance of the S&P 500(R) Index (the "Index").

The following description of the Underlying ETF's principal investment
strategies was taken directly from the Underlying ETF's prospectus, dated
January 16, 2020 (defined terms have been modified).

"SPY seeks to achieve its investment objective by holding a portfolio of the
common stocks that are included in the Index (the "Portfolio"), with the
weight of each stock in SPY's Portfolio substantially corresponding to the
weight of such stock in the Index.


Page 6


In SPY's prospectus, the term "Portfolio Securities" refers to the common
stocks that are actually held by SPY and make up SPY's Portfolio, while the
term "Index Securities" refers to the common stocks that are included in the
Index, as determined by the index provider, S&P Dow Jones Indices LLC ("S&P").
At any time, SPY's Portfolio will consist of as many of the Index Securities
as is practicable. To maintain the correspondence between the composition and
weightings of Portfolio Securities and Index Securities, State Street Global
Advisors Trust Company (the "Trustee") or its parent company, State Street
Bank and Trust Company ("SSBT") adjusts SPY's Portfolio from time to time to
conform to periodic changes made by S&P to the identity and/or relative
weightings of Index Securities in the Index. SPY's Trustee or SSBT aggregates
certain of these adjustments and makes changes to SPY's Portfolio at least
monthly, or more frequently in the case of significant changes to the Index.

SPY may pay transaction costs, such as brokerage commissions, when it buys and
sells securities (or "turns over" its Portfolio). Such transaction costs may
be higher if there are significant rebalancings of Index Securities in the
Index, which may also result in higher taxes when SPY's units are held in a
taxable account. These costs, which are not reflected in SPY's estimated
annual Trust ordinary operating expenses, affect SPY's performance. During the
most recent fiscal year, SPY's portfolio turnover rate was 3% of the average
value of its portfolio. SPY's portfolio turnover rate does not include
securities received or delivered from processing creations or redemptions of
SPY's units. Portfolio turnover will be a function of changes to the Index as
well as requirements of SPY's trust agreement....

Although SPY may fail to own certain Index Securities at any particular time,
SPY generally will be substantially invested in Index Securities, which should
result in a close correspondence between the performance of the Index and the
performance of SPY....SPY does not hold or trade futures or swaps and is not a
commodity pool....

The Index includes five hundred (500) selected companies, all of which are
listed on national stock exchanges and spans over 24 separate industry
groups....Since 1986, the Index has been a component of the U.S. Commerce
Department's list of Leading Indicators that track key sectors of the U.S.
economy. Current information regarding the market value of the Index is
available from market information services. The Index is determined, comprised
and calculated without regard to SPY."


As of May 19, 2020, the five largest sectors represented in SPY were:
Information Technology, 26.65%, Health Care, 15.30%, Communication Services,
11.07%, Consumer Discretionary, 10.65% and Financials, 10.06%.


The Trust is not sponsored, endorsed, sold or promoted by SPDR(R) S&P 500(R)
ETF Trust, PDR, Standard & Poor's(R) or their affiliates.  SPDR(R) S&P 500(R)
ETF Trust, PDR, Standard & Poor's(R) or their affiliates have not passed on
the legality or suitability of, or the accuracy or adequacy of, descriptions
and disclosures relating to the Trust or the FLEX Options.  SPDR(R) S&P 500(R)
ETF Trust, PDR, Standard & Poor's(R) or their affiliates make no
representations or warranties, express or implied, regarding the advisability
of investing in the Trust or the FLEX Options or results to be obtained by the
Trust or the FLEX Options, Unit holders or any other person or entity from use
of the Underlying ETF.  SPDR(R) S&P 500(R) ETF Trust, PDR, Standard &
Poor's(R) or their affiliates have no liability in connection with the
management, administration, marketing or trading of the Trust or the FLEX
Options.

Shares of the Underlying ETF may be invested in directly without paying the
fees and expenses associated with the Trust.  There are a variety of other
investments available that track or reference the Underlying Index.

You should be aware that predictions stated herein may not be realized. Of
course, as with any similar investment, there can be no guarantee that the
objectives of the Trust will be achieved. See "Risk Factors" for a discussion
of the risks of investing in the Trust.


Page 7

                  Summary of Essential Information (Unaudited)

             CBOE VEST LARGE CAP DEEP BUFFERED PORTFOLIO, SERIES 3
                                    FT 8712


                       At the Opening of Business on the
                      Initial Date of Deposit-May 21, 2020


                   Sponsor:   First Trust Portfolios L.P.
                   Trustee:   The Bank of New York Mellon
                 Evaluator:   First Trust Advisors L.P.

Initial Number of Units (1)                                                                                    11,804
Fractional Undivided Interest in the Trust per Unit (1)                                                      1/11,804
Public Offering Price:
Public Offering Price per Unit (2)
                                                                                                           $   10.328
    Less Initial Sales Charge per Unit (3)                                                                      (.233)
                                                                                                           __________
Aggregate Offering Price Evaluation of Securities per Unit (4)                                                 10.095
                                                                                                           __________
Redemption Price per Unit (5)                                                                                  10.095
    Less Creation and Development Fee per Unit (3) (5)                                                          (.060)
    Less Organization Costs per Unit (5)                                                                        (.035)
                                                                                                           __________
Net Asset Value per Unit (5)                                                                               $   10.000
                                                                                                           ==========
First Settlement Date                                                                                    May 26, 2020
Mandatory Termination Date (6)                                                                           May 20, 2022
Cash CUSIP Number                                                                                          30314A 261
Fee Account CUSIP Number                                                                                   30314A 279
Pricing Line Product Code                                                                                      130365
Ticker Symbol                                                                                                  FKBTBX

Income Distribution Record Date                    Tenth day of each June and December, commencing June 10, 2020.
Income Distribution Date (7)                       Twenty-fifth day of each June and December, commencing June 25, 2020.
____________

(1) As of the Initial Evaluation Time on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Net Asset Value per Unit
will equal approximately $10.00. If we make such adjustment, the fractional
undivided interest per Unit will vary from the amount 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. The price you pay
for your Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units.

(3) You will pay a maximum sales charge of 2.85% of the Public Offering Price
per Unit (equivalent to 2.92% of the net amount invested) which consists of an
initial sales charge and a creation and development fee. Investors will not be
assessed a sales charge on the portion of their Units represented by cash
deposited to pay the Trust's organization costs and creation and development
fee.

(4) Each FLEX Option is generally valued based on the last quoted sale price
where readily available and appropriate as discussed under "The Value of the
Securities." On the Initial Date of Deposit, the evaluations for purposes of
determining the purchase, sale or redemption price of Units will be at 2:30
p.m. Eastern time (the "Initial Evaluation Time"). Subsequent to the Initial
Date of Deposit, evaluations will be 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 Net Asset Value per Unit figure reflects the deduction of the creation
and development fee and estimated organization costs, which will be deducted
from the assets of the Trust at the end of the initial offering period. The
Redemption Price per Unit reflects the deduction of such creation and
development fee and estimated organization costs. See "Redeeming Your Units."

(6) See "Amending or Terminating the Indenture."

(7) The Trustee will distribute money from the Income and Capital Accounts, as
determined at the semi-annual Record Date, semi-annually on the twenty-fifth
day of each 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 Unit. 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. See "Income and Capital Distributions."

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 the Trust. See "Public Offering"
and "Expenses and Charges." Although the Trust has a term of approximately two
years, and is a unit investment trust rather than a mutual fund, this
information allows you to compare fees.

                                                                                                                     Amount
                                                                                                                     per Unit
                                                                                                                     ________

Unit Holder Sales Fees (as a percentage of public offering price)

Maximum Sales Charge
   Initial sales charge                                                                                 2.27%(a)     $.233
   Creation and development fee                                                                         0.58%(b)     $.060
                                                                                                        _____        _____
   Maximum sales charge (including creation and development fee)                                        2.85%        $.293
                                                                                                        =====        =====
Organization Costs (as a percentage of public offering price)
   Estimated organization costs                                                                         .339%(c)     $.0350
                                                                                                        =====        ======
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)
   Portfolio supervision, bookkeeping, administrative and evaluation fees                               .077%        $.0080
   Trustee's fee and other operating expenses                                                           .133%(e)     $.0138
                                                                                                        _____        ______
      Total                                                                                             .210%        $.0218
                                                                                                        =====        ======

                                    Example

This example is intended to help you compare the cost of investing in the
Trust with the cost of investing in other investment products. The example
assumes that you invest $10,000 in the Trust for the periods shown. The
example also assumes a 5% return on your investment each year and that the
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 sell or redeem your Units at the
end of each period, would be:

                       1 Year           2 Years
                       ______           ______
                       $350             $372

The example will not differ if you hold rather than sell your Units at the end
of each period.
________________

(a) The "transactional sales charge" consists entirely of an initial sales
charge, deducted at the time of purchase. The initial sales charge is actually
equal to the difference between the maximum sales charge of 2.85% and the
amount of any remaining creation and development fee. Investors will not be
assessed a sales charge on the portion of their Units represented by cash
deposited to pay the Trust's organization costs and creation and development
fee.

(b) The creation and development fee compensates the Sponsor for creating and
developing the Trust. The creation and development fee is a charge of $.060
per Unit collected at the end of the initial offering period, which is
expected to be approximately one day from the Initial Date of Deposit. If the
price you pay for your Units exceeds $10.328 per Unit, the creation and
development fee will be less than 0.58%; if the price you pay for your Units
is less than $10.328 per Unit, the creation and development fee will exceed
0.58%. If you purchase Units after the initial offering period, you will not
be assessed the creation and development fee.

(c) Estimated organization costs will be deducted from the assets of the 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.

(d) 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.

(e) Other operating expenses do not include brokerage costs and other
portfolio transaction fees. In certain circumstances, the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."

Page 9


                             Report of Independent
                       Registered Public Accounting Firm


To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 8712

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 8712,
comprising Cboe Vest Large Cap Deep Buffered Portfolio, Series 3 (the
"Trust"), one of the series constituting the FT Series, including the schedule
of investments, as of the opening of business on May 21, 2020 (Initial Date of
Deposit), and the related notes. In our opinion, the statement of net assets
presents fairly, in all material respects, the financial position of the Trust
as of the opening of business on May 21, 2020 (Initial Date of Deposit), in
conformity with accounting principles generally accepted in the United States
of America.

Basis for Opinion

This statement of net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net assets based
on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

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

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statement of net assets. Our audit also included evaluating
the accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall presentation of the statement of
net assets. Our procedures included confirmation with the broker and
confirmation of the irrevocable letter of credit held by The Bank of New York
Mellon, the Trustee, and deposited in the Trust for the purchase of
securities, as shown in the statement of net assets, as of the opening of
business on May 21, 2020, by correspondence with the Trustee. We believe that
our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
May 21, 2020

We have served as the auditor of one or more investment companies sponsored by
First Trust Portfolios L.P. since 2001.


Page 10


                            Statement of Net Assets

             CBOE VEST LARGE CAP DEEP BUFFERED PORTFOLIO, SERIES 3
                                    FT 8712


                       At the Opening of Business on the
                      Initial Date of Deposit-May 21, 2020


                                   NET ASSETS

Investment in Securities represented by contracts to purchase FLEX Options Basket (1) (2) (3)                     $118,040
Cash (2)                                                                                                             1,121
Less liability for reimbursement to Sponsor for organization costs (4)                                                (413)
Less liability for creation and development fee (5)                                                                   (708)
                                                                                                                  ________
Net assets                                                                                                        $118,040
                                                                                                                  ========
Units outstanding                                                                                                   11,804
Net asset value per Unit (6)                                                                                      $ 10.000

                             ANALYSIS OF NET ASSETS
Cost to investors (7)                                                                                             $121,916
Less maximum sales charge (7)                                                                                       (3,463)
Less estimated reimbursement to Sponsor for organization costs (7)                                                    (413)
                                                                                                                  ________
Net assets                                                                                                        $118,040
                                                                                                                  ========
______________

                        NOTES TO STATEMENT OF NET ASSETS

The Trust is registered as a unit investment trust under the Investment
Company Act of 1940. The Sponsor is responsible for the preparation of
financial statements in accordance with accounting principles generally
accepted in the United States which require the Sponsor to make estimates and
assumptions that affect amounts reported herein. Actual results could differ
from those estimates. The Trust intends to comply in its initial fiscal year
and thereafter with provisions of the Internal Revenue Code applicable to
regulated investment companies and as such, will not be subject to federal
income taxes on otherwise taxable income (including net realized capital
gains) distributed to Unit holders.

(1) The Trust invests in a portfolio of purchased and written FLEX Options.
Aggregate cost of the purchased FLEX Options listed under "Schedule of
Investments" and the liability for the written FLEX Options are based on their
aggregate underlying value. The Securities were deposited at prices equal to
their market value as determined by the Evaluator. The Trust has a Mandatory
Termination Date of May 20, 2022.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $200,000 has been allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary for
the purchase of the Securities according to their purchase contracts $118,040
and cash $1,121. Cash is included in the Trust to cover the cost of the
Trust's organization costs and the creation and development fee.

(3) The Trust will enter into option contracts which provide the option
purchaser with the right, but not the obligation, to buy a security at a
predetermined exercise price on the option's expiration date and the Trust
will also enter into option contracts which provide the option purchaser with
the right, but not the obligation, to sell a security to the Trust at a
predetermined price on the option's expiration date. The option purchaser pays
a premium to the option writer for the right to exercise the option. The
option writer is obligated to sell or buy the security underlying the contract
at a set price, if the option purchaser chooses to exercise the option. As a
writer of an option contract, the Trust is not subject to credit risk but is
subject to market risk, since the Trust is obligated to make payments under
the terms of the option contract if exercised.

(4) 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
Trust. These costs have been estimated at $.0350 per Unit. 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 the 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 the Trust.

(5) The creation and development fee ($.060 per Unit) is payable by the Trust
on behalf of Unit holders out of assets of the Trust at the end of the 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 the 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 end of the initial offering period.

(7) The aggregate cost to investors in the Trust, excluding the amount held in
cash deposited to pay the Trust's organization costs and creation and
development fee, includes a maximum sales charge computed at the rate of 2.85%
of the Public Offering Price per Unit (equivalent to 2.92% of the net amount
invested), assuming no reduction of sales charge as set forth under "Public
Offering."

Page 11


                            Schedule of Investments

             Cboe Vest Large Cap Deep Buffered Portfolio, Series 3
                                    FT 8712


                       At the Opening of Business on the
                      Initial Date of Deposit-May 21, 2020


FLEXIBLE EXCHANGE(R) OPTIONS
 ("FLEX Options") (100%):

                                                   Percentage of   Market
                                                   Aggregate       Value per       Cost of
                                                   Offering        FLEX Options    Securities to
Description of FLEX Options (1)(2)                 Price           Basket (4)      the Trust (4)
__________________________________                 _____________   ____________    _____________

FLEX Options Basket (3)                            100%            $118,040        $118,040
                                                   ====                            ========

(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
May 21, 2020. Such purchase contracts are expected to settle within one
business day.

(2) Each FLEX Option contract entitles the holder thereof (i.e., the
purchaser) to purchase (for the call options) or sell (for the put options)
100 shares of the SPDR(R) S&P 500(R) ETF Trust on the FLEX Option expiration
date of May 20, 2022 at the FLEX Option's strike price multiplied by 100. The
notional value of the FLEX Options as of the Initial Date of Deposit are as
follows:

   Purchased Options:
      Call Options on SPY        $119,040
      Put Options on SPY         $119,040
   Written Options:
      Put Options on SPY         $119,040
      Call Options on SPY        $119,040

(3) The FLEX Option Basket represents the following:

   Purchased Options:
      4 Call Options on SPDR(R) S&P 500(R) ETF Trust, Strike Price of $1.00, Expiring May 20, 2022
      4 Put Options on SPDR(R) S&P 500(R) ETF Trust, Strike Price of $297.60, Expiring May 20, 2022
   Written Options:
      4 Call Options on SPDR(R) S&P 500(R) ETF Trust, Strike Price of $343.73, Expiring May 20, 2022
      4 Put Options on SPDR(R) S&P 500(R) ETF Trust, Strike Price of $238.08, Expiring May 20, 2022

(4) The cost or proceeds of the Securities to the Trust represents the
aggregate underlying value with respect to the Securities acquired, generally
determined based on the last quoted sale price where readily available and
appropriate. On the Initial Date of Deposit, the value of the Securities will
be based on the specific trade prices in which the Securities representing the
Trust are executed. If no trades occur for a specific trade date or the
Evaluator determines that market quotations are unavailable or inappropriate
(e.g., due to infrequent transactions or thin trading), the Evaluator will
determine the underlying value of the Securities based on their good faith
determination of the fair value of the Securities at their discretion. To
determine the fair value of the Securities, where available, the Evaluator
will start with values generated using model prices provided by an independent
third party, which uses a proprietary algorithm using standard option
valuation variables and calculations. Where such values are not available
through typical third party sources, the Evaluator will generate their own
model-based valuations of the Securities, including using the Black-Scholes
model for option valuation, and use current market quotations for comparable
listed options that are more actively traded. The valuation of the Securities
has been determined by the Evaluator, an affiliate of the Sponsor. In
accordance with Financial Accounting Standards Board Accounting Standards
Codification 820 ("ASC 820"), "Fair Value Measurement," fair value is defined
as the price that the Trust would either receive upon selling an investment or
pay to transfer an option's liability to an independent buyer in a timely
transaction in the principal or most advantageous market of the investment.
ASC 820 established a three-tier hierarchy to maximize the use of the
observable market data and minimize the use of unobservable inputs and to
establish classification of the fair value measurements for disclosure
purposes. Inputs refer broadly to the assumptions that market participants
would use in pricing the asset or liability, including the technique or
pricing model used to measure fair value and the risk inherent in the inputs
to the valuation technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability, developed based on market data
obtained from sources independent of the reporting entity. Unobservable inputs
are inputs that may reflect the reporting entity's own assumptions about the

Page 12


assumptions market participants would use in pricing the asset or liability,
developed based on the best information available in the circumstances. The
three-tier hierarchy of inputs is summarized in the three broad levels: Level
1 which represents quoted prices in active markets for identical investments;
Level 2 which represents fair value based on other significant observable
inputs (including, quoted prices for similar investments in active markets,
quoted prices for identical or similar investments in markets that are non-
active, inputs other than quoted prices that are observable for the investment
(for example, interest rates and yield curves observable at commonly quoted
intervals, volatilities, prepayment speeds, loss severities, credit risks, and
default rates) or inputs that are derived from or corroborated by observable
market data by correlation or other means), and Level 3 which represents fair
value based on significant unobservable inputs (including the Trust's own
assumptions in determining the fair value of investments). The Trust's
investments in FLEX Options of $118,040 are classified as Level 2, whose
valuations on the date of deposit were determined by the Evaluator using model
prices provided by third-party pricing services. The inputs used by these
third party pricing services were based upon significant observable inputs
that included, but were not limited to, the items noted above. 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 the Trust) are $118,105 and $65, respectively.

Page 13

                                 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 8712, consists of a
single portfolio known as Cboe Vest Large Cap Deep Buffered Portfolio, Series 3.

The 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 and First Trust Advisors L.P. as Portfolio Supervisor
and Evaluator, governs the operation of the Trust.

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 Trust.

On the Initial Date of Deposit, we deposited a portfolio of FLEX Options and
cash with the Trustee and, in turn, the Trustee delivered documents to us
representing our ownership of the Trust in the form of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities in the
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 under "Schedule of Investments"),
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 the 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 the 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 Trust pays the
associated brokerage fees. To reduce this dilution, the Trust will try to buy
the Securities as close to the Evaluation Time and as close to the evaluation
price as possible. You may also experience a dilution of your investment when
the Trust sells Securities to meet redemption requests as Securities are
typically sold after the redemption request is received. Because the Trust
pays the brokerage fees associated with the sale of Securities to meet
redemption and exchange requests, frequent redemption and exchange activity
will likely result in higher brokerage expenses. To the extent there is a
dilution to your investment it is highly likely that you will not receive the
hypothetical returns set forth in this prospectus.

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 the Trust to buy
Securities. If we or an affiliate of ours act as agent to the Trust, we will
be subject to the restrictions under the Investment Company Act of 1940, as
amended (the "1940 Act"). When acting in an agency capacity, we may select
various broker/dealers to execute securities transactions on behalf of the
Trust, which may include broker/dealers who sell Units of the Trust. We do not
consider sales of Units of the Trust or any other products sponsored by First
Trust as a factor in selecting such broker/dealers.

We cannot guarantee that the 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 the Trust," to maintain the sound
investment character of the Trust, and the proceeds received by the Trust will
be used to meet Trust obligations or 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 Trust. As the holder of the Securities, the Trustee will vote the
Securities and, except as described in "Removing Securities from the Trust,"
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 the 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 Income Distribution Date. Any Replacement Security the
Trust acquires will be identical to those from the failed contract.


Page 14


                             Hypothetical Examples

The examples that follow illustrate various scenarios with respect to the FLEX
Options held by the Trust. The assumptions made in connection with these
examples may not reflect actual events. You should not take any example as an
indication or assurance of the expected performance of the Underlying ETF, the
FLEX Options or the Trust Units.

These examples do not attempt to present any projection of actual Trust
performance. These examples are merely intended to illustrate the operation of
the FLEX Options and the return or loss in certain situations.


EXAMPLE 1 - FLEX OPTION EXPIRATION DATE CLOSING PRICE OF THE UNDERLYING ETF
INCREASES BY 50%

The following provides an example of how the FLEX Options and cash held by the
Trust would perform should the FLEX Option Expiration Date closing price of
the Underlying ETF increase by 50% over the Initial Underlying ETF Level.
Under this scenario, a $1,000.00 investment in the FLEX Options and cash held
by the Trust would provide a hypothetical return of approximately $1,157.05 on
the Trust's Mandatory Termination Date, consisting of:

- receiving value of approximately $1,509.32 on the ITM Purchased Call Options,

- no value being realized with respect to the OTM Written Put Options or the
ATM Purchased Put Options, as each would expire worthless,

- losing value of approximately $347.92 on the OTM Written Call Options, and

- losing value of approximately $4.35 to pay the Trust's annual operating
expenses.

In this example, participation in the appreciation of the Underlying ETF is
capped by the Capped Return feature. Therefore, an investment in the FLEX
Options and cash held by the Trust does not benefit from the full appreciation
of the Underlying ETF during the term of the Trust. Because of the Capped
Return feature, return will be less than a direct investment in the Underlying
ETF, which would not be subject to such a Capped Return. In this example,
return on an investment in the FLEX Options and cash held by the Trust is not
affected by the Buffered Protection feature or the Maximum Loss feature.

In this example, the hypothetical total return on an investment in the FLEX
Options and cash held by the Trust, after the Trust's annual operating
expenses, would be approximately 15.65%. The total return on an investment in
the Trust under this scenario would be less than 15.65% because the price of
Units will include Trust fees and expenses. The price at which you will be
able to purchase Units will be based on their valuation at the Evaluation Time
on the date you purchase your Units, which will be higher than $10 per Unit,
which will impact your potential returns.

EXAMPLE 2 - FLEX OPTION EXPIRATION DATE CLOSING PRICE OF THE UNDERLYING ETF
INCREASES BY 5%

The following provides an example of how the FLEX Options and cash held by the
Trust would perform should the expiration date closing price represent a 5%
increase over the Initial Underlying ETF Level. Under this scenario, a
$1,000.00 investment in the FLEX Options and cash held by the Trust would
provide a hypothetical return of approximately $1,051.15 on the Trust's
Mandatory Termination Date, consisting of:

- receiving value of approximately $1,055.51 on the ITM Purchased Call Options,

- no value being realized with respect to the OTM Written Put Options, the ATM
Purchased Put Options or OTM Written Call Options, as each would expire
worthless, and

- losing value of approximately $4.35 to pay the Trust's annual operating
expenses.

In this example, upside exposure to the Underlying ETF is similar to the price
return (not including returns from dividends) available from a direct
investment in the Underlying ETF. In this example, return on an investment in
the FLEX Options and cash held by the Trust is not affected by the Buffered
Protection feature, the Maximum Loss feature or the Capped Return feature.

In this example, the hypothetical total return on an investment in the FLEX
Options and cash held by the Trust, after the Trust's annual operating
expenses, would be approximately 5.07%. The total return on an investment in
the Trust under this scenario would be less than 5.07% because the price of
Units will include Trust fees and expenses. The price at which you will be
able to purchase Units will be based on their valuation at the Evaluation Time
on the date you purchase your Units, which will be higher than $10 per Unit,
which will impact your potential returns.


Page 15


EXAMPLE 3 - FLEX OPTION EXPIRATION DATE CLOSING PRICE OF THE UNDERLYING ETF
DECREASES BY 5%

The following provides an example of how the FLEX Options and cash held by the
Trust would perform should the expiration date closing price represent a 5%
decrease from the Initial Underlying ETF Level. Under this scenario, a
$1,000.00 investment in the FLEX Options and cash held by the Trust would
provide a hypothetical return of approximately $1,000.73 on the Trust's
Mandatory Termination Date, consisting of:

- receiving value of approximately $954.66 on the ITM Purchased Call Options,

- receiving value of approximately $50.42 on the ATM Purchased Put Options,

- no value being realized with respect to the OTM Written Put Options or OTM
Written Call Options, as each would expire worthless, and

- losing value of approximately $4.35 to pay the Trust's annual operating
expenses.

In this example there are benefits from the Buffered Protection feature
provided where the price of the Underlying ETF on the FLEX Option Expiration
Date represents a decrease from the Initial Underlying ETF Level, but by less
than 20%. Because of the Buffered Protection feature, the Unit holder's return
will be greater than price return (not including returns from dividends) from
a direct investment in the Underlying ETF. In this example, return on an
investment in the FLEX Options and cash held by the Trust is not affected by
the Maximum Loss feature or Capped Return feature.

In this example, the hypothetical total return on an investment in the FLEX
Options and cash held by the Trust, after the Trust's annual operating
expenses, would be approximately 0.02%. The total return on an investment in
the Trust under this scenario would be less than 0.02% because the price of
Units will include Trust fees and expenses. The price at which you will be
able to purchase Units will be based on their valuation at the Evaluation Time
on the date you purchase your Units, which will be higher than $10 per Unit,
which will impact your potential returns.

EXAMPLE 4 - FLEX OPTION EXPIRATION DATE CLOSING PRICE OF THE UNDERLYING ETF
DECREASES BY 50%

The following provides an example of how the FLEX Options and cash held by the
Trust would perform should the expiration date closing price represent a 50%
decrease from the Initial Underlying ETF Level. Under this scenario, a
$1,000.00 investment in the FLEX Options and cash held by the Trust would
provide a hypothetical return of approximately $698.19 on the Trust's
Mandatory Termination Date, consisting of:

- receiving value of approximately $500.85 on the ITM Purchased Call Options,

- receiving value of approximately $504.24 on the ATM Purchased Put Options,

- no value being realized with respect to the OTM Written Call Options, as
they would expire worthless,

- losing value of approximately $302.54 on the OTM Written Put Options, and

- losing value of approximately $4.35 to pay the Trust's annual operating
expenses.

In this example, there is a loss less than the loss that would have resulted
from a direct investment in the Underlying ETF (not including returns from
dividends). In this example, return on an investment in the FLEX Options and
cash held by the Trust benefits from the Buffered Protection feature, and is
not affected by the Maximum Loss feature or Capped Return feature.

In this example, the hypothetical loss on a investment in the FLEX Options and
cash held by the Trust, after the Trust's annual operating expenses, would be
approximately -30.23%. The total return on an investment in the Trust under
this scenario would be less than -30.23% because the price of Units will
include Trust fees and expenses. The price at which you will be able to
purchase Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units, which will be higher than $10 per Unit, which
will impact your potential returns.

EXAMPLE 5 - FLEX OPTION EXPIRATION DATE CLOSING PRICE OF THE UNDERLYING ETF
DECREASES BY 95%

The following provides an example of how the FLEX Options and cash held by the
Trust would perform should the expiration date closing price represent a 95%
decrease from the Initial Underlying ETF Level. Under this scenario, a
$1,000.00 investment in the FLEX Options and cash held by the Trust would
provide a hypothetical return of approximately $244.38 on the Trust's
Mandatory Termination Date, consisting of:

- receiving value of approximately $47.03 on the ITM Purchased Call Options,

- receiving value of approximately $958.05 on the ATM Purchased Put Options,

- no value being realized with respect to the OTM Written Call Options, as
they would expire worthless,

- losing value of approximately $756.35 on the OTM Written Put Options, and


Page 16


- losing value of approximately $4.35 to pay the Trust's annual operating
expenses.

In this example, there are benefits from the Buffered Protection feature and
the Maximum Loss feature and a loss less than the loss that would have
resulted from a direct investment in the Underlying ETF (not including returns
from dividends). In this example, return on an investment in the FLEX Options
and cash held by the Trust is not affected by the Capped Return feature.

In this example, the hypothetical loss on a an investment in the FLEX Options
and cash held by the Trust, after the Trust's annual operating expenses, would
be approximately -75.61%. The total return on an investment in the Trust under
this scenario would be less than -75.61% because the price of Units will
include Trust fees and expenses. The price at which you will be able to
purchase Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units, which will be higher than $10 per Unit, which
will impact your potential returns.


THE RETURN ON UNITS REDEEMED PRIOR TO THE TERMINATION OF THE TRUST WILL LIKELY
BE LESS THAN THE ORIGINAL PUBLIC OFFERING PRICE AS WELL AS THE RETURN THAT A
UNIT HOLDER COULD EXPECT IF UNITS WERE HELD UNTIL THE TRUST'S TERMINATION. IN
ADDITION, DURING THE LIFE OF THE TRUST, THE UNIT VALUE WILL NOT MOVE
PROPORTIONALLY WITH CHANGES IN THE VALUE OF SPY. ANY REDEMPTION OF UNITS PRIOR
TO THE TRUST'S TERMINATION COULD RESULT IN A SUBSTANTIAL LOSS.

                       TABLE OF HYPOTHETICAL SCENARIOS OF REDEMPTION AT MATURITY

                   Hypothetical Final   Hypothetical            Hypothetical         Hypothetical
                   Distribution on      Percentage              Percentage           Percentage
                   Series Mandatory     Gain or Loss to         Gain or Loss to      Gain or Loss to
Hypothetical       Dissolution Date     Unit Holders Based on   Unit Holders in a    Unit Holders in a
SPY Return         per Unit             Net Asset Value         Brokerage Account    "Wrap Fee" Account
_______________________________________________________________________________________________________
 100.00%           $11.57                15.65%                  11.98%               14.57%
  90.00%           $11.57                15.65%                  11.98%               14.57%
  80.00%           $11.57                15.65%                  11.98%               14.57%
  70.00%           $11.57                15.65%                  11.98%               14.57%
  60.00%           $11.57                15.65%                  11.98%               14.57%
  50.00%           $11.57                15.65%                  11.98%               14.57%
  40.00%           $11.57                15.65%                  11.98%               14.57%
  30.00%           $11.57                15.65%                  11.98%               14.57%
  20.00%           $11.57                15.65%                  11.98%               14.57%
  15.50%           $11.57                15.65%                  11.98%               14.57%
  15.00%           $11.52                15.15%                  11.49%               14.07%
  10.00%           $11.02                10.11%                   6.61%                9.07%
   5.00%           $10.51                 5.07%                   1.72%                4.08%
   0.00%           $10.01                 0.02%                  -3.16%               -0.92%
  -5.00%           $10.01                 0.02%                  -3.16%               -0.92%
 -10.00%           $10.01                 0.02%                  -3.16%               -0.92%
 -15.00%           $10.01                 0.02%                  -3.16%               -0.92%
 -20.00%           $10.01                 0.02%                  -3.16%               -0.92%
 -30.00%            $9.00               -10.06%                 -12.92%              -10.91%
 -40.00%            $7.99               -20.15%                 -22.69%              -20.90%
 -50.00%            $6.98               -30.23%                 -32.45%              -30.89%
 -60.00%            $5.97               -40.32%                 -42.22%              -40.88%
 -70.00%            $4.96               -50.40%                 -51.98%              -50.87%
 -80.00%            $3.96               -60.49%                 -61.74%              -60.86%
 -95.00%            $2.44               -75.61%                 -76.39%              -75.84%
-100.00%            $1.97               -80.32%                 -80.94%              -80.50%

THESE EXAMPLES DO NOT SHOW THE PAST PERFORMANCE OF THE UNDERLYING ETF OR ANY
INVESTMENT. THESE EXAMPLES ARE FOR ILLUSTRATIVE PURPOSES ONLY AND ARE NOT
INTENDED TO BE INDICATIVE OF FUTURE RESULTS OF THE UNDERLYING ETF, THE FLEX
OPTIONS OR THE TRUST'S UNITS. YOU MAY REALIZE A RETURN THAT IS LOWER THAN THE
INTENDED RETURNS DESCRIBED ABOVE AS A RESULT OF UNITS BEING REDEEMED PRIOR TO
THE TRUST'S MANDATORY TERMINATION DATE, PURCHASING UNITS AT A PRICE OTHER THAN
THE INITIAL NET ASSET VALUE OF THE UNITS ON THE INITIAL DATE OF DEPOSIT, IN
THE EVENT THAT THE FLEX OPTIONS ARE OTHERWISE LIQUIDATED BY THE TRUST PRIOR TO


Page 17


EXPIRATION, IF THERE IS A LACK OF LIQUIDITY FOR THE FLEX OPTIONS DURING THE
LIFE OF THE TRUST OR ON THE FLEX OPTION EXPIRATION DATE, IF THE TRUST IS
UNABLE TO MAINTAIN THE PROPORTIONAL RELATIONSHIP OF THE FLEX OPTIONS BASED ON
THE NUMBER OF FLEX OPTION CONTRACTS IN THE TRUST'S PORTFOLIO, IF A CORPORATE
ACTION (DEFINED ABOVE) OCCURS WITH RESPECT TO THE UNDERLYING ETF, OR AS A
RESULT OF INCREASES IN POTENTIAL TAX-RELATED EXPENSES AND OTHER EXPENSES OF
THE TRUST ABOVE ESTIMATED LEVELS.

                                  Risk Factors

Price Volatility. As with any investment, we cannot guarantee that the
performance of the Trust will be positive over any period of time, or that you
won't lose money. The Trust invests in FLEX Options. The value of the Trust's
Units will fluctuate with changes in the value of the FLEX Options. The value
of your Units may fall over time. Amounts available to distribute to Unit
holders on the Trust's Mandatory Termination Date will depend primarily on the
performance of the FLEX Options and are not guaranteed. The Trust seeks to
provide returns related to the price performance of the Underlying ETF only,
which does not include returns from distributions paid by the Underlying ETF.
The Units, on the Trust's Mandatory Termination Date and at any other point in
time, may be worth less than your original investment. In addition, during the
life of the Trust, the Unit value will not move proportionally with changes in
the value of SPY.

The Trust's investment strategy has not been designed to achieve its objective
if Units are bought after the Trust's Initial Date of Deposit or redeemed
prior to the Trust's Mandatory Termination Date. Because the Trust is not
managed, the Trustee will not sell Securities in response to or in
anticipation of market fluctuations, as is common in managed investments.
Units of the Trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

Underlying ETF Market Risk. The FLEX Options represent indirect positions in
the Underlying ETF and are subject to risks associated with changes in value
as the price of the Underlying ETF rises or falls. The investment in the FLEX
Options includes the risk that their value may be affected by market risk
related to the Underlying ETF, the Underlying Index and the value of the
securities in the Underlying Index held by the Underlying ETF. Market risk is
the risk that the value of the securities will fluctuate. Market value
fluctuates in response to various factors. These can include changes in
interest rates, inflation, the financial condition of a security's issuer,
perceptions of an issuer, ratings on a bond, or political or economic events
affecting the issuer. While the FLEX Options are individually related to the
Underlying ETF, the return on the FLEX Options depends on the price of the
Underlying ETF at the close of the NYSE on the FLEX Option Expiration Date and
will be substantially determined by market conditions and the Underlying ETF
and the value of the securities comprising the Underlying ETF as of such time.

Common Stocks. The Underlying ETF is an exchange-traded fund that seeks to
provide investment results that, before expenses, correspond generally to the
price and yield performance of the S&P 500(R) Index. The value of the
Underlying ETF will fluctuate over time based on changes in the value of the
Underlying Index and securities represented by the Underlying ETF, which are
subject to risks associated with investments in common stocks. Common stocks
are subject to the risk that their prices will fall. 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 market volatility, or when political or economic events
affecting the issuers occur. Common stock prices may also be particularly
sensitive to rising interest rates, as the cost of capital rises and borrowing
costs increase. Common stocks represent a proportional share of ownership in a
company. Shareholders of common stocks have rights to receive payments that
are generally subordinate to those of creditors of, or holders of debt
obligations or preferred stocks of, such issuers. Common stocks are
structurally subordinated to preferred stocks, bonds and other debt
instruments in a company's capital structure, and represent a residual claim
on the issuer's assets that have no value unless such assets are sufficient to
cover all other claims.

Information Technology. A significant percentage of the stocks held by SPY are
issued by information technology companies. 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,


Page 18


the stocks of many Internet companies have exceptionally high price-to-
earnings ratios with little or no earnings histories.


Capped Upside Risk. The intended return for Units purchased on the Trust's
Initial Date of Deposit and held for the life of the Trust is based on the
performance of the Underlying ETF and the value of the FLEX Options on the
FLEX Option Expiration Date and is subject to a capped amount of approximately
$11.57 per Unit less the Trust's fees and expenses and may represent a return
that is worse than the performance of the Underlying ETF. Even if there are
significant increases in the value of the Underlying ETF, the amount you may
receive is capped at approximately $11.57 per Unit less the Trust's fees and
expenses.


Downside Risk. The Trust may experience substantial downside from the FLEX
Options and option contract positions may expire worthless. The Trust does not
provide principal protection and you may not receive a return of the capital
you invest. You may experience significant losses on your investment up to an
almost total loss on your investment if the value of the Underlying ETF
decreases by greater than 20% from the Initial Underlying ETF Level. The Trust
might not achieve its objective in certain circumstances.

You may realize a return (including a loss) that is higher or lower than the
intended returns as a result of redeeming Units prior to the Trust's Mandatory
Termination Date and in various circumstances, including where FLEX Options
are otherwise liquidated by the Trust prior to their expiration or maturity if
your investment is diluted due to Unit redemptions, if the Trust is unable to
maintain the proportional relationship of the FLEX Options in the Trust's
portfolio or increases in potential expenses of the Trust above estimated
levels. The Trust's investment strategy is designed to achieve its investment
objective over the life of the Trust.

An increase in the value of the written FLEX Options reduces the value of your
Units. As the value of the written FLEX Options increases, the written FLEX
Options have a more negative impact on the value of your Units. You should
note that even if the value of the Underlying ETF does not change, if the
value of a written FLEX Option increases (for example, based on increased
volatility of the Underlying Index) your Units will lose value. After the
premium is received on the written FLEX Options, the written FLEX Options will
reduce the value of your Units.


FLEX Options. The Trust holds purchased and written FLEX Options. The FLEX
Options are European style options, which are exercisable at the strike price
only on the FLEX Option Expiration Date. The FLEX Options held by the Trust
give the option holder the right to buy or sell the Underlying ETF on the FLEX
Option Expiration Date on May 20, 2022 at the strike price. Prior to their
expiration on the FLEX Option Expiration Date, the value of the FLEX Options
is determined as discussed under "The Value of the Securities." The value of
the FLEX Options prior to their expiration on the FLEX Option Expiration Date
may vary because of factors other than fluctuations in the value of the
Underlying ETF. The value of FLEX Options will be affected by changes in the
value of the Underlying ETF, the Underlying Index and its underlying
securities, a change in interest rates, a change in the expected dividend rate
of the Underlying ETF, a change in the actual and perceived volatility of the
stock market and the Underlying Index and the remaining time to expiration.
Additionally, the value of the FLEX Options does not increase or decrease at
the same rate as the Underlying ETF, the Underlying Index or its underlying
securities due to "tracking error" as described below (although they generally
move in the same direction). A broker which is a member of the OCC engaged by
the Depositor has custody of the Trust's FLEX Options; the Trustee has custody
of the Trust assets other than the FLEX Options.


Investment in the Underlying ETF Risk. Because the Trust holds FLEX Options
that reference a fund, Unit holders are subject to the risk that the
securities selected by the fund's investment advisor will underperform the
markets, the relevant indices or the securities selected by other funds.
Further, the fund may in the future invest in other types of securities which
involve risk which may differ from those set forth below. The fund referenced
by the FLEX Options held by the Trust may invest a relatively high percentage
of its assets in a limited number of issuers. As a result, the fund may be
more susceptible to a single adverse economic or regulatory occurrence
affecting one or more of these issuers, experience increased volatility and be
highly concentrated in certain issuers.

Exchange-Traded Funds ("ETFs"). ETFs are investment pools that hold other
securities. The FLEX Options represent indirect positions in the Underlying
ETF, which is an exchange-traded fund, and are subject to risks associated
with changes in value of the Underlying ETF, such as the following:

- Index Correlation and Tracking Error Risk. While the Underlying ETF is
intended to track the performance of the Underlying Index, the Underlying
ETF's returns may not match or achieve a high degree of correlation with the
return of the Underlying Index. Index correlation risk is the risk that the


Page 19


performance of an index-based ETF will vary from the actual performance of the
fund's target index, known as "tracking error." This can happen due to
transaction costs, market impact, corporate actions (such as mergers and spin-
offs) and timing variances. In addition, it is possible that the Underlying
ETF may not always fully replicate the securities contained in the Underlying
Index.

- Market Trading Risk. The Underlying ETF is structured as a unit investment
trust registered under the 1940 Act. Unlike typical open-end funds or unit
investment trusts, ETFs generally do not sell or redeem their individual
shares at net asset value. Shares of ETFs may trade at a discount from their
net asset value in the secondary market. This risk is separate and distinct
from the risk that the net asset value of the ETF shares may decrease. The
amount of such discount from net asset value is subject to change from time to
time in response to various factors. ETFs generally sell and redeem shares in
large blocks (often known as "Creation Units"). In addition, securities
exchanges list ETF shares for trading, which allows investors to purchase and
sell individual ETF shares at current market prices throughout the day. ETFs
therefore possess characteristics of traditional open-end funds and unit
investment trusts, which issue redeemable shares, and of corporate common
stocks or closed-end funds, which generally issue shares that trade at
negotiated prices on securities exchanges and are not redeemable.

- Passive Investment Risk. The Underlying ETF is a passively-managed index
fund that seeks to replicate the performance and composition of the Underlying
Index. As a result, the Underlying ETF will hold constituent securities of the
Underlying Index regardless of the current or projected performance on a
specific security or particular industry or market sector. Maintaining
investments in the securities regardless of market conditions of the
performance of individual securities could cause the Underlying ETF's returns
to be lower than if it employed an active strategy.

Credit Risk. Credit risk is the risk that a security's issuer, guarantor or
counterparty of a security is unable or unwilling to make dividend, interest
or principal payments when due and the related risk that the value of a
security may decline because of concerns about the issuer's ability or
willingness to make such payments. The OCC is guarantor and central
counterparty with respect to the FLEX Options. As a result, the ability of the
Trust to meet its objective depends on the OCC being able to meet its
obligations.

Liquidity Risk. Liquidity risk is the risk that the value of a security will
fall if trading in the security is limited or absent. No one can guarantee
that a liquid trading market will exist for the Securities. The FLEX Options
are listed on the CBOE; however, no one can guarantee that a liquid secondary
trading market will exist for the FLEX Options. Trading in the FLEX Options
may be less deep and liquid than certain other securities. The FLEX Options
may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete. In a less
liquid market for the FLEX Options, the liquidation of a large number of
options may more significantly impact the price. A less liquid trading market
may adversely impact the value of the FLEX Options and your Units and result
in the Trust being unable to achieve its investment objective.

Tax Risk. The Trust intends to treat any income it may derive from the FLEX
Options as "qualifying income" under the provisions of the Code applicable to
RI Cs. In addition, based upon language in the legislative history, the Trust
intends to treat the issuer of the FLEX Options as the referenced asset,
which, assuming the referenced asset qualifies as a RIC, would allow the trust
to qualify for special rules in the RIC diversification requirements. If the
income is not qualifying income or the issuer of the FLEX Options is not
appropriately the referenced asset, the Fund could lose its own status as a RIC.

Regulated Investment Company Qualification Risk. The Trust has entered into
option agreements with the same counterparty and taken the position that the
option agreements are separate agreements. Under general tax principles, a
regulated investment company would not accrue income on separate option
agreements during the term of the agreements. However, if the agreements are
treated as one agreement, the Trust might be required to accrue income
currently during the term and make annual distributions of income. If the
Trust is required to accrue income but does not distribute the income to the
investors, the Trust may fail to qualify as a regulated investment company. In
addition, if the agreements are treated as one agreement, the Trust may fail
either or both of the RIC income and diversification tests. If the Trust fails
to qualify as a regulated investment company, it will be subject to tax as a C
corporation.


Page 20


Section 1258 Risk. Section 1258 of the Internal Revenue Code requires the gain
from conversion transactions to be recharacterized as ordinary income. The
Trust contains a straddle, which would generally produce ordinary income or
short term capital gain. When a transaction sold as producing capital gains
from certain types of investments, including straddles that create a return
tied to the time value of money, the transaction may be treated as a
conversion transaction, and all gain from the transaction may be treated as
ordinary income.

Early Trust Termination Risk. The Trustee has the power to terminate your
Trust early in limited cases as described under "Amending or Terminating the
Indenture" including if the value of the Securities owned by the 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 the Trust during the initial offering
period. This could result in a reduction in the value of Units and result in a
significant loss to investors.

Interest Rate Risk. Interest rate risk is the risk that the value of the
securities held by the Underlying ETF held by the Trust will fall if interest
rates increase. Securities typically fall in value when interest rates rise
and rise in value when interest rates fall. Securities with longer periods
before maturity are often more sensitive to interest rate changes.

Distributions. If the amount of cash in the Income and Capital Accounts of the
Trust are insufficient to provide for expenses and other amounts payable by
the Trust, the Trust may sell Securities to pay such amounts. These sales may
result in losses to Unit holders and the inability of the Trust to meet its
investment objective. There is no assurance that your investment will maintain
its size or composition.

Implied Volatility Risk. Implied volatility risk is the risk that the value of
the Underlying ETF will fluctuate due to general market and economic
conditions, perceptions regarding the industries in which issuers of stocks in
the Underlying Index participate, or factors relating to specific companies in
the Underlying Index. The value of the FLEX Options may be influenced by the
implied volatility levels of the Underlying ETF, the Underlying Index and
securities comprising the Underlying Index and implied dividend levels of the
Underlying ETF, the Underlying Index and securities comprising the Underlying
Index, among others. An increase in implied volatility often results in a
widening of the FLEX Options bid/ask spread. This would result in the payment
of a premium (for written FLEX Options) or acceptance of a discounted price
(for purchased FLEX Options) if securities are sold to meet redemptions, which
would negatively impact Unit values. No one can predict whether implied
volatility will rise or fall in the future. However, as a FLEX Option
approaches its expiration date, its value increasingly moves with the price of
the Underlying Index subject to the FLEX Option.


Market Risk. Market risk is the risk that a particular security, or Units of
the Trust in general, may fall in value. Securities are subject to market
fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Units of the Trust could decline in value or underperform
other investments. In addition, local, regional or global events such as war,
acts of terrorism, spread of infectious diseases or other public health
issues, recessions, or other events could have a significant negative impact
on the Trust and its investments. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others.
Such events could adversely affect the prices and liquidity of the Trust's
portfolio securities and could result in disruptions in the trading markets.
Any such circumstances could have a materially negative impact on the value of
the Trust's Units and result in increased market volatility.

The recent outbreak of a respiratory disease designated as COVID-19 was first
detected in China in December 2019. The global economic impact of the COVID-19
outbreak is impossible to predict but is expected to disrupt manufacturing,
supply chains and sales in affected areas and negatively impact global
economic growth prospects. The COVID-19 outbreak has also caused significant
volatility and declines in global financial markets, which have caused losses
for investors. The impact of the COVID-19 outbreak may be short term or may
last for an extended period of time, and in either case could result in a
substantial economic downturn or recession.


Valuation Risk. The Trust holds securities or other assets that may be valued
on the basis of factors other than market quotations. This may occur because
the asset or security does not trade on a centralized exchange, or in times of
market turmoil or reduced liquidity. There are multiple methods that can be
used to value a portfolio holding when market quotations are not readily
available. The value established for any portfolio holding at a point in time
might differ from what would be produced using a different methodology or if
it had been priced using market quotations. Portfolio holdings that are valued
using techniques other than market quotations, including "fair valued" assets
or securities or the use of model prices, may be subject to greater
fluctuation in their valuations from one day to the next than if market


Page 21


quotations were used. In addition, there is no assurance that the Trust could
sell or close out a portfolio position for the value established for it at any
time, and it is possible that the Trust would incur a loss because a portfolio
position is sold or closed out at a discount to the valuation established by
the Trust at that time. The Trust's ability to value investments may be
impacted by technological issues or errors by pricing services or other third-
party service providers.

Authorized Participant Concentration Risk. Only an authorized participant may
engage in creation or redemption transactions directly with an ETF. ETFs have
a limited number of institutions that act as authorized participants. To the
extent that these institutions exit the business or are unable to proceed with
creation and/or redemption orders with respect to an ETF and no other
authorized participant is able to step forward to create or redeem, in either
of these cases, ETF shares may trade at a discount to the ETF's net asset
value and possibly face delisting.

Fluctuation of Net Asset Value Risk. The net asset value of shares of the
Underlying ETF will generally fluctuate with changes in the market value of
the Underlying ETF's holdings. The market prices of shares will generally
fluctuate in accordance with changes in net asset value as well as the
relative supply of and demand for shares on the exchange on which they trade.
The Trust cannot predict whether shares will trade below, at or above their
net asset value because the shares trade on an exchange at market prices and
not at net asset value. Price differences may be due, in large part, to the
fact that supply and demand forces at work in the secondary trading market for
shares will be closely related to, but not identical to, the same forces
influencing the prices of the holdings of the Underlying ETF trading
individually or in the aggregate at any point in time.

Market Maker Risk. If the Underlying ETF has lower average daily trading
volumes, it may rely on a small number of third-party market makers to provide
a market for the purchase and sale of shares. Any trading halt or other
problem relating to the trading activity of these market makers could result
in a dramatic change in the spread between the Underlying ETF's net asset
value and the price at which the Underlying ETF's shares are trading on the
exchange, which could result in a decrease in value of the Underlying ETF's
shares. In addition, decisions by market makers to reduce their role or step
away from these activities in times of market stress could inhibit the
effectiveness of the arbitrage process in maintaining the relationship between
the underlying values of the Underlying ETF's portfolio securities and the
Underlying ETF's market price. This reduced effectiveness could result in the
Underlying ETF's shares trading at a discount to net asset value and also in
greater than normal intraday bid-ask spreads for the Underlying ETF shares.

Trading Issues Risk. Although the shares of the Underlying ETF are listed for
trading on a securities exchange, there can be no assurance that an active
trading market for such shares will develop or be maintained. Trading in
shares on such exchanges may be halted due to market conditions or for reasons
that, in the view of an exchange, make trading in shares inadvisable. In
addition, trading in shares on an exchange is subject to trading halts caused
by extraordinary market volatility pursuant to the exchange's "circuit
breaker" rules. Market makers are under no obligation to make a market in the
Underlying ETF shares. There can be no assurance that the requirements of the
exchange necessary to maintain the listing of the Underlying ETF will continue
to be met or will remain unchanged. In particular, if the Underlying ETF does
not comply with any provision of the listing standards of an exchange that are
applicable to the Underlying ETF, and cannot bring itself into compliance
within a reasonable period after discovering the matter, the exchange may
remove the shares of the Underlying ETF from listing. The Underlying ETF may
have difficulty maintaining its listing on an exchange in the event that the
Underlying ETF's assets are small or the Underlying ETF does not have enough
shareholders.

Cybersecurity Risk. As the use of Internet technology has become more
prevalent in the course of business, the Trust has become more susceptible to
potential operational risks through breaches in cybersecurity. A breach in
cybersecurity refers to both intentional and unintentional events that may
cause the Trust to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Sponsor of the Trust to
incur regulatory penalties, reputational damage, additional compliance costs
associated with corrective measures and/or financial loss. Cybersecurity
breaches may involve unauthorized access to digital information systems
utilized by the Trust through "hacking" or malicious software coding, but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cybersecurity breaches of the Trust's third-party service providers, or
issuers in which the Trust invests, can also subject the Trust to many of the
same risks associated with direct cybersecurity breaches. The Sponsor of, and
third-party service provider to, the Trust have established risk management
systems designed to reduce the risks associated with cybersecurity. However,


Page 22


there is no guarantee that such efforts will succeed, especially because the
Trust does not directly control the cybersecurity systems of issuers or third-
party service providers.

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 Trust's investments. For example, recently adopted tax
legislation, tax regulations proposed by the U.S. Treasury or positions taken
by the Internal Revenue Service could affect the value of the Trust by
changing the taxation or tax characterizations of the Trust's investments, or
dividends and other income paid by or related to such Securities. Litigation
regarding any of the issuers of the Securities, or the industries represented
by these issuers, may negatively impact the value of these Securities. We
cannot predict what impact any pending or proposed legislation or pending or
threatened litigation will have on the value of the Trust's investments.

Principal Risks of Investing in the Underlying ETF.

Equity Investing Risk. An investment in SPY involves risks similar to those of
investing in any fund of equity securities, such as market fluctuations caused
by such factors as economic and political developments, changes in interest
rates and perceived trends in securities prices.

An investment in SPY is subject to the risks of any investment in a broadly
based portfolio of common stocks, including the risk that the general level of
stock prices may decline, thereby adversely affecting the value of such
investment. The value of securities may fluctuate in accordance with changes
in the financial condition of the issuers of the securities, the value of
common stocks generally and other factors. The identity and weighting of the
securities change from time to time.

The financial condition of issuers of the securities may become impaired or
the general condition of the stock market may deteriorate, either of which may
cause a decrease in the value of the portfolio and thus in the value of units.
Since SPY is not actively managed, the adverse financial condition of an
issuer will not result in its elimination from the portfolio unless such
issuer is removed from the Index.

Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and 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 and banking crises.

Holders of common stocks of any given issuer incur more risk than holders of
preferred stocks and debt obligations of the issuer because the rights of
common stockholders, as owners of the issuer, generally are subordinate to the
rights of creditors of, or holders of debt obligations or preferred stocks
issued by, such issuer. Further, unlike debt securities that typically have a
stated principal amount payable at maturity, or preferred stocks that
typically have a liquidation preference and may have stated optional or
mandatory redemption provisions, common stocks have neither a fixed principal
amount nor a maturity. Common stock values are subject to market fluctuations
as long as the common stock remains outstanding. The value of the portfolio
will fluctuate over the entire life of the Trust.

Small and/or Mid Capitalization Companies. Certain of the securities held by
SPY are issued by small and/or mid capitalization companies. Investing in
stocks of such companies may involve greater risk than investing in larger
companies. For example, such companies may have limited product lines, as well
as shorter operating histories, less experienced management and more limited
financial resources than larger companies. Securities of such companies
generally trade in lower volumes and are generally subject to greater and less
predictable changes in price than securities of larger companies. In addition,
small and mid-cap stocks may not be widely followed by the investment
community, which may result in low demand.

                               Who Should Invest

You should consider an investment in the Trust if you want:

- the potential for capital appreciation on the Underlying ETF subject to a
cap and with a limited degree of downside "buffered" protection.

- to forgo gains greater than the Capped Return.

- a growth-oriented investment that will receive no periodic distributions.

- to accept the risk of as much as a 80% loss of principal.

You should not consider an investment in the Trust if you:

- are uncomfortable with the risks of an unmanaged investment in option
contracts.

- are uncomfortable with exposure to the risks associated with the Trust's
FLEX Options.


Page 23


- are uncomfortable with a return that depends upon the performance of the
Underlying ETF.

- are uncomfortable foregoing gains greater than the Capped Return.

- are not willing to be subject to a maximum return that is less than the
Capped Return (potentially much less), or a buffer that is less than the
"Buffered Protection," if Units are purchased at a price other than the
initial net asset value.

- are uncomfortable with the risk that you may lose as much as 80% of your
principal.

- are uncomfortable with not receiving any income or periodic distributions.

- cannot hold the Units until the Mandatory Termination Date.

- are considering purchasing Units at or near the Capped Return.

                                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 purchased FLEX Options, less the value
of the written FLEX Options;

- The amount of any cash in the Income and Capital Accounts; and

- The maximum sales charge (which combines an initial upfront 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 and changes in the value of the
Income and/or Capital Accounts.

Although you are not required to pay for your Units until two 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.

The number of Units available may be insufficient to meet demand. This may be
because of the Sponsor's inability to, or decision not to, purchase and
deposit underlying Securities in amounts sufficient to maintain the
proportionate numbers of shares of each Security as required to create
additional Units or because of its inability to sell FLEX Options.

Organization Costs. Cash which comprises the portion of the Public Offering
Price intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration statement,
the Indenture and other closing documents, registering Units with the SEC and
states, the initial audit of the Trust's statement of net assets, legal fees
and the initial fees and expenses of the Trustee) has been included in the
Trust. The Sponsor will be reimbursed for the Trust's organization costs at
the end of the initial offering period (a significantly shorter time period
than the life of the Trust). To the extent actual organization costs are less
than the estimated amount, only the actual organization costs will ultimately
be charged to the Trust.

Minimum Purchase.

The minimum amount per account you can purchase of the Trust is generally
$1,000 worth of Units ($1,000 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 0.58%, to reflect the amount of the previously
charged creation and development fee.

Transactional Sales Charge.

The transactional sales charge you will pay is comprised of an initial sales
charge.

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
2.85% of the Public Offering Price and the remaining creation and development
fee (initially $.293 per Unit). On the Initial Date of Deposit, the initial
sales charge is equal to approximately 2.27% of the Public Offering Price of a
Unit. Thereafter, it will vary from 2.27% depending on the purchase price of
your Units and as the creation and development fee payments are made. When the
Public Offering Price per Unit exceeds $10.328, the initial sales charge will
exceed 2.27% 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 $.060 per Unit collected at the end of the initial offering period.


Page 24


Discounts for Certain Persons.

The maximum sales charge is 2.85% per Unit and the maximum dealer concession
is 2.00% per Unit.

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
above on such purchases. These Units will be designated as Fee Account Units
and assigned a Fee Account CUSIP Number. 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 Trust.

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.

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the Securities
in the 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. For purposes of Securities and Unit settlement, the term
business day does not include days on which U.S. financial institutions are
closed.

The aggregate underlying value of the FLEX Options in the Trust will generally
be determined based on the last quoted sale price where readily available and
appropriate. If no trades occur for a specific trade date or the Evaluator
determines that market quotations are unavailable or inappropriate (e.g., due
to infrequent transactions or thin trading), the Evaluator will determine the
underlying value of the Securities based on their good faith determination of
the fair value of the Securities at their discretion. To determine the fair
value of the Securities, where available, the Evaluator will start with values
generated using model prices provided by an independent third party, which
uses a proprietary algorithm using standard option valuation variables and
calculations. Where such values are not available and to assess the
reasonableness of the above valuations, the Evaluator will generate their own
model-based valuations of the Securities, including using the Black-Scholes
model for option valuation, and use current market quotations and ask/bid
prices for comparable listed options that are more actively traded.

                             Distribution of Units

We intend to qualify Units of the Trust 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 Trust.
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 2.00% of the Public Offering Price per
Unit, subject to reductions set forth in "Public Offering-Discounts for
Certain Persons."

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 up to the following additional sales
concession on primary market sales of units during the current month of unit
investment trusts sponsored by us:


Page 25


Total sales                                     Additional
(in millions)                                   Concession
__________________________________________________________
$25 but less than $100                              0.035%
$100 but less than $150                             0.050%
$150 but less than $250                             0.075%
$250 but less than $1,000                           0.100%
$1,000 but less than $5,000                         0.125%
$5,000 but less than $7,500                         0.150%
$7,500 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 Trust 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 this
Trust 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 advisors, 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 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," create a
conflict of interest by influencing financial intermediaries and their agents
to sell or recommend a First Trust product, including the Trust, 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 the 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 the 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 the 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 the Trust (which may
show performance net of the expenses and charges the 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, 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 the Trust differ from other comparative investments. You


Page 26


should not assume that these performance comparisons will be representative of
the 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 the 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 the Trust is considered a
profit or loss (see Note 4 of "Schedule 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.

                             How We Purchase Units

The Trustee 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 that we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee 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 the Trust are listed under "Fee Table." If
actual expenses of the Trust exceed the estimate, the Trust will bear the
excess. The Trustee will pay operating expenses of the Trust from the Income
Account of the 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.

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio Supervisor
and Evaluator and will be compensated for providing portfolio supervisory
services and evaluation services as well as bookkeeping and other
administrative services to the Trust. 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 Trust. In
addition, the Portfolio Supervisor may, at its own expense, employ one or more
sub-Portfolio Supervisors to assist in providing services to the Trust. The
Portfolio Supervisor has employed Cboe Vest Financial LLC for research
services and as sub-Portfolio Supervisor. As Sponsor, we will receive
brokerage fees when the Trust uses 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 the Trust. The Trust will pay for such services at
standard commission rates.

The fees payable to First Trust Advisors L.P. and the Trustee are based on the
largest aggregate number of Units of the 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
fees paid to us or our affiliates for providing services to all unit
investment trusts be more than the actual cost of providing such services in
such year.

As Sponsor, we will receive a fee from the Trust for creating and developing
the Trust, including determining the 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 $.060 per Unit outstanding at


Page 27


the end of the initial offering period. The Trustee will deduct this amount
from the 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 the Trust's operating expenses and those fees described above,
the Trust 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 the 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 the Trust;

- Payment for any loss, liability or expenses we incurred without negligence,
bad faith or willful misconduct in acting as Sponsor of the 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 the Trust.

The above expenses and the Trustee's annual fee are secured by a lien on the
Trust. In addition, if there is not enough cash in the Income or Capital
Account, 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

RICs holding Cash and FLEX Options on SPDR(R) S&P 500(R) ETF.

Tax Risk. The Trust intends to treat any income it may derive from the FLEX
Options as "qualifying income" under the provisions of the Code applicable to
RI Cs. In addition, based upon language in the legislative history, the Trust
intends to treat the issuer of the FLEX Options as the referenced asset,
which, assuming the referenced asset qualifies as a RIC, would allow the trust
to qualify for special rules in the RIC diversification requirements. If the
income is not qualifying income or the issuer of the FLEX Options is not
appropriately the referenced asset, the Fund could lose its own status as a RIC.

Regulated Investment Company Qualification Risk. The Trust has entered into
option agreements with the same counterparty and taken the position that the
option agreements are separate agreements. Under general tax principles, a
regulated investment company would not accrue income on separate option
agreements. However, if the agreements are treated as one agreement during the
term of the agreements, the Trust might be required to accrue income currently
during the term and make annual distributions of income. If the Trust is
required to accrue income but does not distribute the income to the investors,
the Trust may fail to qualify as a regulated investment company. In addition,
if the agreements are treated as one agreement, the Trust may fail either or
both of the RIC income and diversification tests. If the Trust fails to
qualify as a regulated investment company, it will be subject to tax as a C
corporation.

Section 1258 Risk. Section 1258 of the Internal Revenue Code requires the gain
from conversion transactions to be recharacterized as ordinary income. The
Trust contains a straddle, which would generally produce ordinary income or
short term capital gain. When a transaction sold as producing capital gains
from certain types of investments, including straddles that create a return
tied to the time value of money, the transaction may be treated as a
conversion transaction, and all gain from the transaction may be treated as
ordinary income.

Federal Tax Matters.

This section discusses some of the main U.S. federal income tax consequences
of owning Units of the Trust as of the date of this prospectus. Tax laws and
interpretations change frequently, and this summary does not describe all of
the tax consequences to all taxpayers. For example, this summary generally
does not describe your situation if you are a broker/dealer or other investor
with special circumstances. In addition, this section may not describe your
state, local or non-U.S. tax consequences.

This federal income tax summary is based in part on the advice of counsel to
the Sponsor. The Internal Revenue Service ("IRS") could disagree with any
conclusions set forth in this section. In addition, our counsel may not have
been asked to review, and may not have reached a conclusion with respect to
the federal income tax treatment of the assets to be deposited in the Trust.
This summary may not be sufficient for you to use for the purpose of avoiding
penalties under federal tax law.

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


Page 28


Trust Status.

Unit investment trusts maintain both Income and Capital Accounts, regardless
of tax structure. Please refer to the "Income and Capital Distributions"
section of the prospectus for more information.

The Trust intends to qualify as a "regulated investment company," commonly
known as a "RIC," under the federal tax laws. If the 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 the Trust Units and not of the assets held by the
Trust.

Income from the Trust.

Trust distributions are generally taxable. After the end of each year, you
will receive a tax statement that separates the Trust's distributions into
ordinary income dividends, capital gain dividends and return of capital.
Income reported is generally net of expenses (but see "Treatment of Trust
Expenses" below). Ordinary income dividends are generally taxed at your
ordinary income tax rate, however, certain dividends received from the Trust
may be taxed at the capital gains tax rates. Generally, all capital gain
dividends are treated as long-term capital gains regardless of how long you
have owned your Units. In addition, the Trust may make distributions that
represent a return of capital for tax purposes and will generally not be
currently taxable to you, although they generally reduce your tax basis in
your Units and thus increase your taxable gain or decrease your loss when you
dispose of your Units. 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.

Some distributions from the Trust may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than your
ordinary income and short-term capital gain income. The distributions from the
Trust that you must take into account for federal income tax purposes are not
reduced by the amount used to pay a deferred sales charge, if any.
Distributions from the Trust, including capital gains, may also be subject to
a "Medicare tax" if your adjusted gross income exceeds certain threshold
amounts. In addition, because some of the positions in the FLEX Options may be
offsetting, the ability of the Trust to obtain long-term capital gain
treatment may be reduced. Also, to the extent the gain on the FLEX Options
exceeds the gain on the Underlying ETF, there is a risk that Section 1260 of
the Internal Revenue Code will recharacterize such excess gain as ordinary
income.

Treatment of the FLEX Options.

The Trust's investments in offsetting positions with respect to the Underlying
ETF may be "straddles" for U.S. federal income tax purposes. The straddle
rules may affect the character of gains (or losses) realized by the Trust, and
losses realized by the Trust on positions that are part of a straddle may be
deferred under the straddle rules, rather than being taken into account in
calculating taxable income for the taxable year in which the losses are
realized. In addition, certain carrying charges (including interest expense)
associated with positions in a straddle may be required to be capitalized
rather than deducted currently. Certain elections that the Trust may make with
respect to its straddle positions may also affect the amount, character and
timing of the recognition of gains or losses from the affected positions.

The tax consequences of straddle transactions to the Trust are not entirely
clear in all situations under currently available authority. The straddle
rules may increase the amount of short-term capital gain realized by the
Trust, which is taxed as ordinary income when distributed to U.S. shareholders
in a non-liquidating distribution. Because application of the straddle rules
may affect the character of gains or losses, defer losses and/or accelerate
the recognition of gains or losses from the affected straddle positions, if
the Trust makes a non-liquidating distribution of its short-term capital gain,
the amount which must be distributed to U.S. shareholders as ordinary income
may be increased or decreased substantially as compared to the Trust that did
not engage in such transactions.

The FLEX Options included in the portfolio are exchange-traded options. Under
Section 1256 of the Code, certain types of exchange-traded options are treated
as if they were sold (i.e., "marked to market") at the end of each year. The
Trust does not believe that the positions held by the Trust will be subject to
Section 1256, which means that the positions will not be marked to market, but
the positions will be subject to the straddle rules.

Sale of Units.

If you sell your Units (whether to a third party or to the Trust), you will
generally recognize a taxable gain or loss. To determine the amount of this
gain or loss, you must subtract your (adjusted) tax basis in your Units from
the amount you receive from the sale. Your original tax basis in your Units is
generally equal to the cost of your Units, including sales charges. In some
cases, however, you may have to adjust your tax basis after you purchase your
Units, in which case your gain would be calculated using your adjusted basis.


Page 29


The tax 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 considered long-term or short-term
capital gain. The information reported to you is based upon rules that do not
take into consideration all of the facts that may be known to you or to your
advisors. You should consult with your tax advisor about any adjustments that
may need to be made to the information reported to you in determining the
amount of your gain or loss.

Treatment of Trust Expenses.

Expenses incurred and deducted by the 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. You may not be able to take a
deduction for some or all of these expenses even if the cash you receive is
reduced by such expenses.

Non-U.S. Investors.

If you are a non-U.S. investor, distributions from the Trust treated as
dividends will generally be subject to a U.S. withholding tax of 30% of the
distribution. Certain dividends, such as capital gains dividends, short-term
capital gains dividends, and distributions that are attributable to certain
interest income may not be subject to U.S. withholding taxes. In addition,
some non-U.S. investors may be eligible for a reduction or elimination of U.S.
withholding taxes under a treaty. However, the qualification for those
exclusions may not be known at the time of the distribution.

Separately, the United States, pursuant to the Foreign Account Tax Compliance
Act ("FATCA") imposes a 30% tax on certain non-U.S. entities that receive U.S.
source interest or dividends if the non-U.S. entity does not comply with
certain U.S. disclosure and reporting requirements. This FATCA tax also
applies to the gross proceeds from the disposition of securities that produce
U.S. source interest or dividends after December 31, 2018. However, proposed
regulations may eliminate the requirement to withhold on payments of gross
proceeds from dispositions.

It is the responsibility of the entity through which you hold your Units to
determine the applicable withholding.

You should consult your tax advisor regarding potential foreign, state or
local taxation with respect to your Units.

                                Retirement Plans

You may purchase Units of the Trust 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.
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. 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. You may transfer your Units by contacting the
broker/dealer or bank through which you hold your 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 Trust for the year;

- A list of any Securities sold during the year and the Securities held at the
end of that year by the Trust;

- The Redemption Price per Unit, computed on the 31st day of December of such
year (or the last business day before); and


Page 30


- 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.

                        Income and Capital Distributions

You will begin receiving distributions on your Units only after you become a
Record Owner. The Trustee will credit any interest received on the Trust's
Securities to the Income Account of the Trust. All other receipts, such as
return of capital or capital gain dividends, are credited to the Capital
Account of the Trust. The Trust does not, however, intend to make any
distributions during its life.

The Trustee will distribute money from the Income and Capital Accounts, as
determined at the semi-annual Record Date, semi-annually on the twenty-fifth
day of each June and December to Unit holders of record on the tenth day of
such months. In other months, 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. See "Summary of Essential Information." No
income distribution will be paid if accrued expenses of the Trust exceed
amounts in the Income Account on the Distribution Dates. Distribution amounts
will vary with changes in the Trust's fees and expenses, in dividends received
and with the sale of Securities. If the Trustee does not have your taxpayer
identification number ("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."

If an Income or Capital Account distribution date is a day on which the NYSE
is closed, the distribution will be made on the next day the stock exchange is
open. Distributions are paid to Unit holders of record determined as of the
close of business on the Record Date for that distribution or, if the Record
Date is a day on which the NYSE is closed, the first preceding day on which
the exchange is open.

Within a reasonable time after the Trust is terminated, you will receive the
pro rata share of the money from the sale of the Securities and amounts in the
Income and Capital Accounts. All Unit holders will receive a pro rata share of
any other assets remaining in the Trust, after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within the Trust to
cover anticipated state and local taxes or any governmental charges to be paid
out of that Trust.

                              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. You are responsible for any governmental charges that apply. Certain
broker/dealers may charge a transaction fee for processing redemption
requests. Two 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 (if such day is a day the NYSE is open for trading).
However, if the redemption request is received after the Initial Evaluation
Time on the Initial Date of Deposit or, thereafter, 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 permitted, broker/dealers that tender for redemption at least 15,000 Units,
rather than receiving cash, may elect to receive an In-Kind Distribution in an
amount equal to the Redemption Price per Unit by making this request to the
Trustee at the time of tender. No In-Kind Distribution requests submitted
during the 10 business days prior to the 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 the


Page 31


broker/dealer's account at DTC. The Trustee will subtract any customary
transfer and registration charges from an In-Kind Distribution. As a tendering
Unit holder, the broker/dealer will receive its pro rata number of whole
shares of Securities that make up the portfolio, and cash from the Capital
Account equal to the fractional shares to which it is entitled.

The Trustee may sell Securities to make funds available for redemption. The
Trustee will purchase the written FLEX Options which will cancel them and sell
the purchased FLEX Options. Because of the minimum amounts in which the FLEX
Options must be traded, the proceeds of Securities sold may exceed the amount
required at the time to redeem Units. In addition, due to timing issues, the
Trustee may need to sell more Securities than anticipated to satisfy
redemptions. Both of these events could cause a dilution of remaining Unit
holders' investments, reduce Unit values and cause the Trust not to achieve
the hypothetical returns set forth in this prospectus. These excess proceeds
will be distributed to Unit holders. If Securities are sold, the size and
diversification of the 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);

- 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 the Trust not designated to
purchase Securities; and

2. the aggregate underlying value of the purchased FLEX Options held by the
Trust; and

deducting

1. the aggregate value of the written FLEX Options;

2. any applicable taxes or governmental charges that need to be paid out of
the Trust;

3. any amounts owed to the Trustee for its advances;

4. estimated accrued expenses of the Trust, if any;

5. cash held for distribution to Unit holders of record of the Trust as of the
business day before the evaluation being made;

6. liquidation costs for foreign Securities, if any; and

7. other liabilities incurred by the Trust; and

dividing

1. the result by the number of outstanding Units of the Trust.

Until they are collected, the Redemption Price per Unit will include estimated
organization costs as set forth under "Fee Table."

                       Removing Securities from the Trust

The portfolio of the Trust is 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;

- 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 the Trust as a "regulated investment company" 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 the Trust;

- 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 the Trust;

- As a result of the ownership of the Security, the 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 the 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.


Page 32


Except for instances in which the Trust acquires Replacement Securities, as
described in "The FT Series," the Trust will generally not acquire any
securities or other property other than the Securities. The Trustee, on behalf
of the Trust 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 acquired by the Trust, at our instruction, they
will either be sold or held in the 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 of the Trust 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 the Trust to facilitate selling Securities, exchanged securities or
property from the Trust. If we or our affiliate act in this capacity, we will
be held subject to the restrictions under the 1940 Act. When acting in an
agency capacity, we may select various broker/dealers to execute securities
transactions on behalf of the Trust, which may include broker/dealers who sell
Units of the Trust. We do not consider sales of Units of the Trust or any
other products sponsored by First Trust as a factor in selecting such
broker/dealers. 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. The 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 the 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, the Trust will terminate on the
Trust's Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:

- Upon the consent of 100% of the Unit holders of the Trust;

- If the value of the Securities owned by the 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 the Trust during the initial offering period ("Discretionary
Liquidation Amount"); or

- In the event that Units of the Trust not yet sold aggregating more than 60%
of the Units of the Trust are tendered for redemption by underwriters,
including the Sponsor.

If the Trust is terminated due to this last reason, we will refund your entire
sales charge. For various reasons, the Trust may be reduced below the
Discretionary Liquidation Amount and could therefore be terminated before the
Trust's Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning nine
business days prior to, and no later than, the Trust's 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.

The scheduled Trust's Mandatory Termination Date will be subsequent to the
expiration date of the FLEX Options. If the Trust is terminated early, the
Trustee will sell the purchased FLEX Options and enter into a closing purchase
transaction as a result of which the written FLEX Options will be canceled.

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 the Trust is terminated. The Trustee will
deduct from the 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.


Page 33


                    Information on Cboe Vest Financial LLC,
                       the Sponsor, Trustee and Evaluator

Cboe Vest Financial LLC.

Cboe Vest Financial LLC ("Cboe Vest"), a registered investment advisory firm,
is a subsidiary of Cboe Vest Group, Inc. ("Cboe VG"). First Trust Capital
Partners, LLC, an affiliate of the Sponsor, is the largest single holder of
voting shares in Cboe VG. The remaining voting shares of Cboe VG are owned by
Cboe Vest, LLC, a wholly-owned subsidiary of Cboe Holdings, Inc., and certain
individuals who operate Cboe VG and Cboe Vest. Cboe is a registered trademark
of Cboe Exchange, Inc. Vest is a service mark of Cboe VG.

Cboe Vest is a leading advisor to financial professionals and investment
managers on Target Outcome Investments, a new class of investments that target
a defined return profile, with an allowance for a specific level risk, at a
particular point in time in the future. Cboe Vest applies its expertise in
options-based Target Outcome Investments to managed account, mutual funds and
UITs. These products seek to provide investors with targeted protection,
enhanced returns, defined income and a level of predictability unattainable
with most other investments available today.

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 $460 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, 2019, the total partners' capital of First Trust Portfolios L.P.
was $49,108,615.

This information refers only to us and not to the Trust or to any series of
the Trust 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 Trust 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 Trust.

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 240 Greenwich 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 advisor. 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.

Limitations of Liabilities of Sponsor and Trustee.

Neither we 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
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


Page 34


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 Trust; 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 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 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.

Experts.

The Trust's statement of net assets, including the schedule of investments, as
of the opening of business on the Initial Date of Deposit included in this
prospectus, has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report appearing herein,
and is 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.


Page 35


                                 First Trust(R)

             Cboe Vest Large Cap Deep Buffered Portfolio, Series 3
                                    FT 8712

                                    Sponsor:
                          First Trust Portfolios L.P.
                           Member SIPC o Member FINRA
                             120 East Liberty Drive
                            Wheaton, Illinois 60187
                                  800-621-1675

                                    Trustee:
                          The Bank of New York Mellon
                              240 Greenwich Street
                            New York, New York 10286
                                  800-813-3074
                             24-Hour Pricing Line:
                                  800-446-0132
  Please refer to the "Summary of Essential Information" for the Product Code.
                            ________________________

  When Units of the Trust 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 SEC. 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 trust, 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. 333-237848) and


             - Investment Company Act of 1940 (file no. 811-05903)

 Information about the Trust, including its Code 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 Trust is available on the EDGAR Database on the SEC's
                         Internet site at 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


                                  May 21, 2020


               PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE


Page 36


                                 First Trust(R)

                                 The FT Series

                             Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trust contained in FT
8712 not found in the prospectus for the Trust. This Information Supplement is
not a prospectus and does not include all of the information you should
consider before investing in the Trust. 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 May 21, 2020. Capitalized terms have been
defined in the prospectus.


                               Table of Contents

Risk Factors
   Securities                                                              1

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.


Page 1




Undertaking

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

 

CONTENTS OF REGISTRATION STATEMENT

A.Bonding Arrangements of Depositor:

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 8712, 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 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256 and FT 7935 for purposes of the representations required by Rule 487 and represents the following:

(1)       that the portfolio securities deposited in the series with respect to 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 8712, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheaton and State of Illinois on May 21, 2020.

 

FT 8712

 

By:First Trust Portfolios L.P.
Depositor

 

 

 

 

By:/s/ 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 Corporation, the General Partner of First Trust Portfolios L.P., and Chief Executive Officer of First Trust Portfolios L.P. )
)
)
)By: /s/ Elizabeth H. Bull
)    Attorney-in-Fact**
)    May 21, 2020
James M. Dykas Chief Financial Officer of First Trust Portfolios L.P. )
)
Christina Knierim Controller of First Trust Portfolios L.P. )
)

 

*The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios L.P., the Depositor.
**Executed copies of the related powers of attorney were filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 8556 (File No. 333-236093) and the same is hereby incorporated herein by this reference.

 

 

S-3

 

CONSENT OF COUNSEL

The consent of counsel to the use of its name in the Prospectus included in this Registration Statement will be contained in its opinion to be filed as Exhibit 3.1 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.

Consent of Independent Registered Public Accounting Firm

The consent of Deloitte & Touche LLP to the use of its name in the Prospectus included in the Registration Statement will be filed as Exhibit 4.2 to the Registration Statement.

 

S-4

 

EXHIBIT INDEX

 

1.1Form 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).

 

1.1.1Form of Trust Agreement for FT 8712 and certain subsequent Series, effective May 21, 2020 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor.

 

1.2Copy of Certificate of Limited Partnership of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

 

1.3Copy of Amended and Restated Limited Partnership Agreement of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form

S-6 [File No. 333-230481] filed on behalf of FT 8001).

 

1.4Copy of Articles of Incorporation of Nike Securities Corporation, predecessor to 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. 333-230481] filed on behalf of FT 8001).

 

1.5Copy 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).

 

1.6Underwriter 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).

 

2.2Copy of Code of Ethics (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-224320] filed on behalf of FT 7359).

 

 

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3.1Opinion of counsel as to legality of securities being registered.

 

4.1Consent of First Trust Advisors L.P.

 

4.2Consent of Independent Registered Public Accounting Firm.

 

6.1List of Principal Officers of the Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-236093] filed on behalf of FT 8556).

 

7.1Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-236093] filed on behalf of FT 8556).

 

  

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