S-6/A 1 s6a.htm AMENDMENT TO REGISTRATION STATEMENT

Registration No. 333-248644

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 8927

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.

| | Check box if it is proposed that this filing will become effective on October 13, 2020 at 2:00 p.m. pursuant to Rule 487.

________________________________

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22

FT 8927

FT 8927 is a series of a unit investment trust, the FT Series. FT 8927
consists of a single portfolio known as 40/60 Strategic Allocation Port. 4Q
'20 - Term 1/18/22 (40/60 Strategic Allocation Portfolio, 4th Quarter 2020
Series) (the "Trust"). The Trust invests in a diversified portfolio of common
stocks ("Common Stocks") and shares issued by exchange-traded funds ("ETFs" or
"Funds"). Collectively, the Common Stocks and ETFs are referred to as the
"Securities." Certain of the ETFs invest in high-yield securities. See "Risk
Factors" for a discussion of the risk of investing in high-yield securities or
"junk" bonds. An investment can be made in the underlying ETFs directly rather
than through the Trust. These direct investments can be made without paying
the sales charge, operating expenses and organizational costs of the Trust.
The Trust seeks above-average total return.

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 October 13, 2020

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 13
Portfolio 14
Risk Factors 15
Public Offering 25
Distribution of Units 27
The Sponsor's Profits 29
The Secondary Market 29
How We Purchase Units 29
Expenses and Charges 29
Tax Status 30
Retirement Plans 33
Rights of Unit Holders 33
Income and Capital Distributions 33
Redeeming Your Units 34
Investing in a New Trust 35
Removing Securities from the Trust 35
Amending or Terminating the Indenture 36
Information on the Sponsor, Trustee and Evaluator 37
Other Information 38

Page 2

Summary of Essential Information (Unaudited)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 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) 296,716
Fractional Undivided Interest in the Trust per Unit (1) 1/296,716
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.000)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 10.000
Less Deferred Sales Charge per Unit (3) (.135)
__________
Redemption Price per Unit (5) 9.865
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.023)
__________
Net Asset Value per Unit $ 9.792
==========
Cash CUSIP Number 30315Q 380
Reinvestment CUSIP Number 30315Q 398
Fee Account Cash CUSIP Number 30315Q 406
Fee Account Reinvestment CUSIP Number 30315Q 414
Pricing Line Product Code 132457
Ticker Symbol FPRCGX

First Settlement Date October 15, 2020
Mandatory Termination Date (6) January 18, 2022
Income Distribution Record Date Tenth day of each month, commencing November 10, 2020.
Income Distribution Date (7) Twenty-fifth day of each month, commencing November 25, 2020.

_____________

(1) As of the Evaluation Time on the Initial Date of Deposit, we may adjust
the number of Units of the Trust so that the Public Offering Price per Unit
will equal approximately $10.00. If we make such an adjustment, the fractional
undivided interest per Unit will vary from the amount indicated above.

(2) The Public Offering Price shown above reflects the value of the Securities
on the business days prior to the Initial Date of Deposit. No investor will
purchase Units at this price. The price you pay for your Units will be based
on their valuation at the Evaluation Time on the date you purchase your Units.
On the Initial Date of Deposit, the Public Offering Price per Unit will not
include any accumulated dividends on the Securities. After this date, a pro
rata share of any accumulated dividends on the Securities will be included.

(3) You will pay a maximum sales charge of 1.85% of the Public Offering Price
per Unit (equivalent to 1.85% of the net amount invested) which consists of an
initial sales charge, a deferred sales charge and a creation and development
fee. The sales charges are described in the "Fee Table."

(4) Each listed Security is valued at its last closing sale price at the
Evaluation Time on the business day prior to the Initial Date of Deposit. If a
Security is not listed, or if no closing sale price exists, it is valued at
its closing ask price on such date. See "Public Offering-The Value of the
Securities." Evaluations for purposes of determining the purchase, sale or
redemption price of Units are made as of the close of trading on the New York
Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day on
which it is open (the "Evaluation Time").

(5) The creation and development fee and the estimated organization costs per
Unit will be deducted from the 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, these fees will not be deducted from the redemption proceeds.
See "Redeeming Your Units."

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

(7) The Trustee will distribute money from the Capital Account monthly on the
twenty-fifth day of each month to Unit holders of record on the tenth day of
each month if the amount available for distribution equals at least $1.00 per
100 Units. In any case, the Trustee will distribute any funds in the Capital
Account in December of each year and as part of the final liquidation
distribution. See "Income and Capital Distributions."

Page 3

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 15
months 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 0.00%(a) $.000
Deferred sales charge 1.35%(b) $.135
Creation and development fee 0.50%(c) $.050
_____ _____
Maximum sales charge (including creation and development fee) 1.85% $.185
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .230%(d) $.0230
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .059% $.0060
Trustee's fee and other operating expenses .126%(f) $.0127
Acquired Fund fees and expenses .148%(g) $.0150
_____ ______
Total .333% $.0337
===== ======

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 and the principal amount and
distributions are rolled every 15 months into a New Trust. The example also
assumes a 5% return on your investment each year and that your Trust's, and
each New Trust's, sales charges and expenses stay the same. The example does
not take into consideration transaction fees which may be charged by certain
broker/dealers for processing redemption requests. Although your actual costs
may vary, based on these assumptions your costs, assuming you roll your
proceeds from one trust to the next for the periods shown, would be:

1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
$242 $744 $1,042 $2,250

If you elect not to roll your proceeds from one trust to the next, your costs
will be limited by the number of years your proceeds are invested, as set
forth above.

_____________

(a) The combination of the initial and deferred sales charge comprises what we
refer to as the "transactional sales charge." The initial sales charge is
actually equal to the difference between the maximum sales charge of 1.85% and
the sum of any remaining deferred sales charge and creation and development
fee. When the Public Offering Price per Unit equals $10, there is no initial
sales charge. If the price you pay for your Units exceeds $10 per Unit, you
will pay an initial sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.135 per Unit
which, as a percentage of the Public Offering Price, will vary over time. The
deferred sales charge will be deducted in three monthly installments
commencing January 20, 2021.

(c) The creation and development fee compensates the Sponsor for creating and
developing the Trust. The creation and development fee is a charge of $.050
per Unit collected at the end of the initial offering period, which is
expected to be approximately three months from the Initial Date of Deposit. If
the price you pay for your Units exceeds $10 per Unit, the creation and
development fee will be less than 0.50%; if the price you pay for your Units
is less than $10 per Unit, the creation and development fee will exceed 0.50%.
If you purchase Units after the initial offering period, you will not be
assessed the creation and development fee.

(d) 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.

(e) With the exception of the underlying Fund expenses, each of the fees
listed herein is assessed on a fixed dollar amount per Unit basis which, as a
percentage of average net assets, will vary over time.

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

(g) Although not an actual Trust operating expense, the Trust, and therefore
Unit holders, will indirectly bear similar operating expenses of the Funds in
which the Trust invests in the estimated amounts set forth in the table. These
expenses are estimated based on the actual Fund expenses disclosed in a Fund's
most recent SEC filing but are subject to change in the future. An investor in
the Trust will therefore indirectly pay higher expenses than if the underlying
Fund shares were held directly.

Page 4

Report of Independent Registered Public Accounting Firm

To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 8927

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 8927,
comprising 40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22 (40/60
Strategic Allocation Portfolio, 4th Quarter 2020 Series) (the "Trust"), one of
the series constituting the FT Series, including the schedule of investments,
as of the opening of business on October 13, 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 October 13, 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 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 October 13, 2020, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
October 13, 2020

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

Page 5

Statement of Net Assets

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $2,967,163
Less liability for reimbursement to Sponsor for organization costs (3) (6,824)
Less liability for deferred sales charge (4) (40,057)
Less liability for creation and development fee (5) (14,836)
__________
Net assets $2,905,446
==========
Units outstanding 296,716
Net asset value per Unit (6) $ 9.792
ANALYSIS OF NET ASSETS
Cost to investors (7) $2,967,163
Less maximum sales charge (7) (54,893)
Less estimated reimbursement to Sponsor for organization costs (3) (6,824)
__________
Net assets $2,905,446
==========

______________

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 diversified portfolio of Common Stocks and ETFs.
Aggregate cost of the Securities listed under "Schedule of Investments" is
based on their aggregate underlying value. The Trust has a Mandatory
Termination Date of January 18, 2022.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $3,250,000 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.

(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trust. These costs have been estimated at $.0230 per Unit for the Trust. 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.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.135 per Unit, payable to the Sponsor in three equal monthly installments
beginning on January 20, 2021 and on the twentieth day of each month
thereafter (or if such date is not a business day, on the preceding business
day) through March 19, 2021. If Unit holders redeem Units before March 19,
2021, they will have to pay the remaining amount of the deferred sales charge
applicable to such Units when they redeem them.

(5) The creation and development fee ($.050 per Unit) 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 close of the initial offering period.

(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge and the creation
and development fee) computed at the rate of 1.85% of the Public Offering
Price (equivalent to 1.85% of the net amount invested, exclusive of the
deferred sales charge and the creation and development fee), assuming no
reduction of the maximum sales charge as set forth under "Public Offering."

Page 6

Schedule of Investments

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1)(3) Offering Price of Shares Share the Trust (2)
___________________________________ ______________ _________ _________ _____________
COMMON STOCKS (40.00%):
Communication Services (1.93%):
EA Electronic Arts Inc. * 0.33% 75 $ 130.88 $ 9,816
FB Facebook, Inc. (Class A) * 0.32% 35 275.75 9,651
KDDIY KDDI Corporation (ADR) + 0.27% 619 12.79 7,917
NYT The New York Times Company (Class A) 0.13% 92 42.85 3,942
NTDOY Nintendo Co., Ltd. (ADR) + 0.27% 113 70.25 7,938
NTTYY Nippon Telegraph and Telephone Corporation (ADR) + 0.27% 370 21.37 7,905
TTWO Take-Two Interactive Software, Inc. * 0.13% 24 167.14 4,011
TDS Telephone and Data Systems, Inc. 0.07% 104 19.09 1,985
USM United States Cellular Corporation * 0.07% 63 31.26 1,969
WWE World Wrestling Entertainment, Inc. 0.07% 49 40.08 1,964
Consumer Discretionary (6.22%):
AMZN Amazon.com, Inc. * 0.35% 3 3,442.93 10,329
BBY Best Buy Co., Inc. 0.33% 84 118.33 9,940
BIG Big Lots, Inc. 0.07% 39 50.65 1,975
COLM Columbia Sportswear Company 0.13% 42 93.58 3,930
CROX Crocs, Inc. * 0.07% 41 48.53 1,990
DHI D.R. Horton, Inc. 0.33% 127 78.35 9,950
DKS Dick's Sporting Goods, Inc. 0.13% 65 60.73 3,947
DG Dollar General Corporation 0.33% 45 220.56 9,925
GHC Graham Holdings Company 0.07% 5 415.60 2,078
IDEXY Industria de Diseno Textil, S.A. (ADR) + 0.26% 550 14.30 7,865
IRBT iRobot Corporation * 0.07% 22 88.67 1,951
KBH KB Home 0.07% 48 41.27 1,981
PPRUY Kering (ADR) + 0.27% 113 69.80 7,887
LEN Lennar Corporation 0.34% 119 83.95 9,990
LGIH LGI Homes, Inc. * 0.07% 16 127.83 2,045
LAD Lithia Motors, Inc. 0.13% 14 270.46 3,786
LOW Lowe's Companies, Inc. 0.33% 57 172.73 9,846
LULU lululemon athletica inc. +* 0.27% 23 348.00 8,004
MDC M.D.C. Holdings, Inc. 0.07% 39 50.83 1,982
MTH Meritage Homes Corporation * 0.13% 34 114.99 3,910
MUSA Murphy USA Inc. * 0.07% 15 131.40 1,971
NVR NVR, Inc. * 0.15% 1 4,429.24 4,429
ORLY O'Reilly Automotive, Inc. * 0.32% 21 458.47 9,628
OLLI Ollie's Bargain Outlet Holdings, Inc. * 0.13% 42 92.98 3,905
POOL Pool Corporation 0.13% 11 352.69 3,880
PHM PulteGroup, Inc. 0.13% 81 49.48 4,008
SNE Sony Corporation (ADR) + 0.27% 106 74.59 7,907
TGT Target Corporation 0.33% 60 164.57 9,874
TM Toyota Motor Corporation (ADR) + 0.27% 60 131.80 7,908
TSCO Tractor Supply Company 0.13% 26 150.94 3,924
TPH TRI Pointe Group, Inc. * 0.07% 105 19.14 2,010
VWAGY Volkswagen AG (ADR) +* 0.27% 449 17.56 7,884
WSM Williams-Sonoma, Inc. 0.13% 40 99.70 3,988

Page 7

Schedule of Investments (cont'd.)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1)(3) Offering Price of Shares Share the Trust (2)
___________________________________ ______________ _________ _________ _____________
COMMON STOCKS (CONT'D.):
Consumer Staples (4.77%):
ADM Archer-Daniels-Midland Company 0.33% 199 $ 49.99 $ 9,948
SAM The Boston Beer Company, Inc. * 0.13% 4 947.19 3,789
CENTA Central Garden & Pet Company (Class A) * 0.07% 50 39.60 1,980
CHD Church & Dwight Co., Inc. 0.33% 105 93.27 9,793
CLX The Clorox Company 0.33% 46 215.42 9,909
COST Costco Wholesale Corporation 0.33% 26 376.48 9,788
DAR Darling Ingredients Inc. * 0.13% 92 43.38 3,991
FRPT Freshpet, Inc. * 0.13% 32 123.26 3,944
HRL Hormel Foods Corporation 0.33% 198 50.10 9,920
SJM The J.M. Smucker Company 0.13% 33 119.92 3,957
LRLCY L'Oreal S.A. (ADR) + 0.27% 116 68.10 7,900
LANC Lancaster Colony Corporation 0.13% 22 179.64 3,952
MKC McCormick & Company, Incorporated 0.33% 49 200.90 9,844
MNST Monster Beverage Corporation * 0.33% 119 82.78 9,851
FIZZ National Beverage Corp. * 0.07% 25 80.39 2,010
NSRGY Nestle S.A. (ADR) + 0.26% 65 120.95 7,862
NUS Nu Skin Enterprises, Inc. (Class A) 0.07% 36 54.94 1,978
PG The Procter & Gamble Company 0.33% 68 144.49 9,825
SFM Sprouts Farmers Market, Inc. * 0.07% 91 21.57 1,963
TSN Tyson Foods, Inc. (Class A) 0.34% 169 58.97 9,966
WMT Walmart, Inc. 0.33% 68 144.25 9,809
Energy (0.27%):
COG Cabot Oil & Gas Corporation 0.13% 205 19.57 4,012
CNX CNX Resources Corporation * 0.07% 186 10.78 2,005
REGI Renewable Energy Group, Inc. * 0.07% 32 63.13 2,020
Financials (3.81%):
AFL Aflac Incorporated 0.33% 257 38.40 9,869
ALL The Allstate Corporation 0.33% 105 94.26 9,897
BNS The Bank of Nova Scotia + 0.27% 183 43.49 7,959
BRK/B Berkshire Hathaway Inc. (Class B) * 0.34% 46 216.41 9,955
BHF Brighthouse Financial, Inc. * 0.07% 63 31.37 1,976
CNS Cohen & Steers, Inc. 0.07% 33 59.77 1,972
EHTH eHealth, Inc. * 0.07% 24 83.48 2,004
ERIE Erie Indemnity Company 0.13% 17 227.95 3,875
FNF Fidelity National Financial, Inc. 0.13% 117 33.98 3,976
FAF First American Financial Corporation 0.13% 74 53.52 3,960
FIBK First Interstate BancSystem, Inc. 0.07% 54 36.85 1,990
HTH Hilltop Holdings Inc. 0.07% 92 21.63 1,990
HLI Houlihan Lokey, Inc. 0.13% 62 63.96 3,966
KMPR Kemper Corporation 0.13% 58 68.31 3,962
MKTX MarketAxess Holdings Inc. 0.13% 7 532.23 3,726
PFSI PennyMac Financial Services, Inc. 0.14% 61 66.00 4,026
PGR The Progressive Corporation 0.33% 98 101.38 9,935

Page 8

Schedule of Investments (cont'd.)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1)(3) Offering Price of Shares Share the Trust (2)
___________________________________ ______________ _________ _________ _____________
COMMON STOCKS (CONT'D.):
Financials (cont'd.):
RDN Radian Group Inc. 0.07% 109 $ 18.19 $ 1,983
RGA Reinsurance Group of America, Incorporated 0.13% 37 107.80 3,989
SFNC Simmons First National Corporation 0.07% 113 17.69 1,999
TROW T. Rowe Price Group, Inc. 0.33% 69 143.09 9,873
VIRT Virtu Financial, Inc. (Class A) 0.07% 89 22.31 1,986
ZURVY Zurich Insurance Group AG (ADR) + 0.27% 223 35.41 7,896
Health Care (7.19%):
ALGN Align Technology, Inc. * 0.33% 29 335.75 9,737
ANTM Anthem, Inc. 0.33% 33 298.57 9,853
AVNS Avanos Medical Inc. * 0.07% 52 38.72 2,013
BIO Bio-Rad Laboratories, Inc. (Class A) * 0.13% 7 568.49 3,979
BIIB Biogen Inc. * 0.33% 34 291.48 9,910
BSX Boston Scientific Corporation * 0.33% 237 41.97 9,947
CDNA CareDx, Inc. * 0.07% 37 52.53 1,944
CNC Centene Corporation * 0.33% 151 65.30 9,860
CHE Chemed Corporation 0.13% 8 484.46 3,876
CI Cigna Corporation 0.33% 56 177.46 9,938
CORT Corcept Therapeutics Incorporated * 0.07% 108 18.26 1,972
CSLLY CSL Limited (ADR) + 0.27% 73 107.85 7,873
ENSG The Ensign Group, Inc. 0.07% 34 58.80 1,999
EXEL Exelixis, Inc. * 0.13% 165 23.98 3,957
HAE Haemonetics Corporation * 0.13% 41 97.58 4,001
HOCPY Hoya Corporation (ADR) + 0.27% 69 114.85 7,925
HUM Humana Inc. 0.33% 23 430.52 9,902
LHCG LHC Group, Inc. * 0.14% 18 225.96 4,067
MEDP Medpace Holdings, Inc. * 0.13% 32 125.19 4,006
MDT Medtronic Plc + 0.27% 73 109.06 7,961
MRK Merck & Co., Inc. 0.33% 123 80.36 9,884
MOH Molina Healthcare, Inc. * 0.13% 19 204.40 3,884
NVO Novo Nordisk A/S (ADR) + 0.27% 108 73.62 7,951
OMCL Omnicell, Inc. * 0.07% 24 81.01 1,944
PACB Pacific Biosciences of California, Inc. * 0.07% 151 13.12 1,981
QDEL Quidel Corporation * 0.14% 15 270.75 4,061
REGN Regeneron Pharmaceuticals, Inc. * 0.32% 16 601.55 9,625
RMD ResMed Inc. 0.33% 56 177.43 9,936
RHHBY Roche Holding AG (ADR) + 0.27% 180 43.90 7,902
SNY Sanofi (ADR) + 0.27% 155 51.08 7,917
UHS Universal Health Services, Inc. (Class B) 0.13% 36 109.82 3,954
VEEV Veeva Systems Inc. (Class A) * 0.33% 32 307.16 9,829
WST West Pharmaceutical Services, Inc. 0.34% 33 301.66 9,955

Page 9

Schedule of Investments (cont'd.)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1)(3) Offering Price of Shares Share the Trust (2)
___________________________________ ______________ _________ _________ _____________
COMMON STOCKS (CONT'D.):
Industrials (5.14%):
AYI Acuity Brands, Inc. 0.13% 41 $ 97.50 $ 3,998
AME AMETEK, Inc. 0.33% 92 107.63 9,902
ASGN ASGN Incorporated * 0.07% 28 70.29 1,968
ATLKY Atlas Copco AB (ADR) + 0.27% 160 49.33 7,893
FIX Comfort Systems USA, Inc. 0.07% 35 57.98 2,029
CMI Cummins Inc. 0.34% 45 221.75 9,979
EXPD Expeditors International of Washington, Inc. 0.13% 43 93.26 4,010
FAST Fastenal Company 0.33% 205 47.64 9,766
FCN FTI Consulting, Inc. * 0.13% 34 114.75 3,901
ROCK Gibraltar Industries, Inc. * 0.07% 27 73.07 1,973
HUBG Hub Group, Inc. * 0.07% 36 54.42 1,959
KNX Knight-Swift Transportation Holdings Inc. 0.13% 98 40.34 3,953
LHX L3Harris Technologies Inc. 0.34% 57 175.04 9,977
LSTR Landstar System, Inc. 0.13% 30 132.68 3,980
LMT Lockheed Martin Corporation 0.33% 25 388.92 9,723
MTZ MasTec, Inc. * 0.07% 41 48.92 2,006
ODFL Old Dominion Freight Line, Inc. 0.33% 49 200.76 9,837
OSK Oshkosh Corporation 0.13% 50 79.57 3,979
PCAR PACCAR Inc 0.33% 110 89.78 9,876
PWR Quanta Services, Inc. 0.13% 65 61.34 3,987
RUSHA Rush Enterprises, Inc. (Class A) (6) 0.07% 35 56.55 1,979
SAIA Saia, Inc. * 0.06% 13 145.37 1,890
SBGSY Schneider Electric SE (ADR) + 0.27% 303 26.11 7,911
SSD Simpson Manufacturing Co., Inc. 0.14% 42 96.00 4,032
SNA Snap-on Incorporated 0.13% 25 157.76 3,944
TREX Trex Company, Inc. * 0.13% 50 79.65 3,983
TNET TriNet Group, Inc. * 0.13% 59 67.09 3,958
UFPI UFP Industries Inc. 0.07% 33 59.60 1,967
UNF UniFirst Corporation 0.07% 10 199.92 1,999
WSO Watsco, Inc. 0.14% 17 238.83 4,060
WERN Werner Enterprises, Inc. 0.07% 45 43.40 1,953
Information Technology (5.13%):
ACN Accenture Plc + 0.26% 34 230.59 7,840
ADBE Adobe Incorporated * 0.33% 19 510.89 9,707
ALRM Alarm.com Holdings, Inc. * 0.07% 32 61.34 1,963
AAPL Apple Inc. 0.33% 79 124.40 9,828
ADP Automatic Data Processing, Inc. 0.33% 66 150.58 9,938
BMI Badger Meter, Inc. 0.07% 28 72.20 2,022
BRKS Brooks Automation, Inc. 0.07% 38 52.82 2,007
CDNS Cadence Design Systems, Inc. * 0.33% 85 115.56 9,823
CTSH Cognizant Technology Solutions Corporation 0.33% 133 74.63 9,926
DIOD Diodes Incorporated * 0.07% 31 63.46 1,967
ENPH Enphase Energy, Inc. * 0.13% 38 104.43 3,968
NSIT Insight Enterprises, Inc. * 0.07% 32 62.55 2,002

Page 10

Schedule of Investments (cont'd.)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1)(3) Offering Price of Shares Share the Trust (2)
___________________________________ ______________ _________ _________ _____________
COMMON STOCKS (CONT'D.):
Information Technology (cont'd.):
INTC Intel Corporation 0.33% 183 $ 53.88 $ 9,860
LSCC Lattice Semiconductor Corporation * 0.13% 117 33.78 3,952
MANT ManTech International Corporation 0.07% 27 72.60 1,960
MU Micron Technology, Inc. * 0.33% 195 50.68 9,883
MSFT Microsoft Corporation 0.33% 44 221.40 9,742
MPWR Monolithic Power Systems, Inc. 0.14% 13 316.20 4,111
MRAAY Murata Manufacturing Co. Ltd. (ADR) + 0.27% 482 16.38 7,895
PAYX Paychex, Inc. 0.33% 119 83.01 9,878
POWI Power Integrations, Inc. 0.07% 32 61.96 1,983
SANM Sanmina Corporation * 0.07% 71 27.96 1,985
SPSC SPS Commerce, Inc. * 0.07% 23 87.79 2,019
TER Teradyne, Inc. 0.13% 46 86.63 3,985
TOELY Tokyo Electron Limited (ADR) + 0.27% 117 67.87 7,941
VSH Vishay Intertechnology, Inc. 0.07% 111 17.78 1,974
XRX Xerox Holdings Corporation 0.13% 197 20.15 3,970
Materials (2.54%):
AIQUY Air Liquide S.A. (ADR) + 0.27% 247 32.06 7,919
GOLD Barrick Gold Corporation + 0.27% 283 28.04 7,935
BHP BHP Group Ltd (ADR) + 0.27% 151 52.50 7,928
CMC Commercial Metals Company 0.07% 86 23.22 1,997
NEM Newmont Corporation 0.33% 157 62.93 9,880
RS Reliance Steel & Aluminum Co. 0.13% 35 112.58 3,940
RIO Rio Tinto Plc (ADR) + 0.27% 128 61.69 7,896
SHW The Sherwin-Williams Company 0.33% 14 702.38 9,833
SHECY Shin-Etsu Chemical Co., Ltd. (ADR) + 0.27% 237 33.40 7,916
STLD Steel Dynamics, Inc. 0.13% 119 33.21 3,952
SCL Stepan Company 0.07% 17 115.56 1,965
WRK WestRock Company 0.13% 101 38.98 3,937
Real Estate (0.48%):
EQIX Equinix, Inc. (4) 0.34% 12 835.00 10,020
EQC Equity Commonwealth (4) 0.07% 72 27.54 1,983
PSB PS Business Parks, Inc. (4) 0.07% 15 129.90 1,948
Utilities (2.52%):
ALE ALLETE, Inc. 0.07% 36 54.87 1,975
AGR Avangrid, Inc. 0.13% 71 55.67 3,953
ED Consolidated Edison, Inc. 0.33% 120 82.89 9,947
EXC Exelon Corporation 0.33% 246 39.98 9,835
IBDRY Iberdrola S.A. (ADR) + 0.27% 151 52.19 7,881
IDA IDACORP, Inc. 0.13% 45 88.40 3,978
MDU MDU Resources Group, Inc. 0.13% 168 23.69 3,980
NRG NRG Energy, Inc. 0.13% 121 32.76 3,964
OGS ONE Gas, Inc. 0.07% 27 73.80 1,993
OTTR Otter Tail Corporation 0.07% 50 39.34 1,967
PNW Pinnacle West Capital Corporation 0.13% 48 81.56 3,915
POR Portland General Electric Company 0.07% 52 38.09 1,981
PEG Public Service Enterprise Group Incorporated 0.33% 171 57.76 9,877
XEL Xcel Energy Inc. 0.33% 134 73.62 9,865

Page 11

Schedule of Investments (cont'd.)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

At the Opening of Business on the Initial Date of Deposit-October 13, 2020

Percentage Market Cost of
Ticker Symbol and of Aggregate Number Value per Securities to
Name of Issuer of Securities (1) Offering Price of Shares Share the Trust (2)
________________________________ ______________ _________ _________ _____________
EXCHANGE-TRADED FUNDS (60.00%):
LMBS First Trust Low Duration Opportunities ETF (5) 2.40% 1,378 $ 51.67 $ 71,201
FTSL First Trust Senior Loan Fund (5) 2.40% 1,530 46.48 71,114
FTSD Franklin Liberty Short Duration U.S. Government ETF 2.40% 744 95.73 71,223
BKLN Invesco Senior Loan ETF 2.40% 3,251 21.90 71,197
SHYG iShares 0-5 Year High Yield Corporate Bond ETF 2.10% 1,400 44.49 62,286
USHY iShares Broad USD High Yield Corporate Bond ETF 2.40% 1,777 40.09 71,240
USIG iShares Broad USD Investment Grade Corporate Bond ETF 2.70% 1,313 61.10 80,224
ILTB iShares Core 10+ Year USD Bond ETF 2.10% 826 75.56 62,413
LQD iShares iBoxx $ Investment Grade Corporate Bond ETF 2.70% 591 135.71 80,205
IAGG iShares International Aggregate Bond ETF 2.10% 1,118 55.74 62,312
MBB iShares MBS ETF 2.40% 646 110.30 71,254
IGIB iShares Trust iShares 5-10 Year Investment Grade
Corporate Bond ETF 2.70% 1,312 61.09 80,150
JMBS Janus Henderson Mortgage-Backed Securities ETF 2.70% 1,497 53.46 80,030
CORP PIMCO Investment Grade Corporate Bond Index
Exchange-Traded Fund 2.69% 691 115.45 79,776
SRLN SPDR Blackstone/GSO Senior Loan ETF 2.70% 1,786 44.84 80,084
JNK SPDR Bloomberg Barclays High Yield Bond ETF 2.10% 587 106.08 62,269
SJNK SPDR Bloomberg Barclays Short Term High Yield Bond ETF 2.40% 2,717 26.19 71,158
SPLB SPDR Portfolio Long Term Corporate Bond ETF 2.71% 2,497 32.15 80,279
SPMB SPDR Portfolio Mortgage Backed Bond ETF 2.40% 2,679 26.59 71,235
EMLC VanEck Vectors J.P. Morgan EM Local Currency Bond ETF 2.10% 2,001 31.17 62,371
VCIT Vanguard Intermediate-Term Corporate Bond ETF 2.70% 833 96.26 80,185
VCLT Vanguard Long-Term Corporate Bond ETF 2.10% 578 107.85 62,337
VMBS Vanguard Mortgage-Backed Securities ETF 2.40% 1,315 54.16 71,220
VCSH Vanguard Short-Term Corporate Bond ETF 2.10% 752 82.93 62,363
BNDX Vanguard Total International Bond ETF 2.10% 1,070 58.25 62,328
_______ __________
Total Investments 100.00% $2,967,163
======= ==========

_____________

(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
October 12, 2020. Such purchase contracts are expected to settle within two
business days.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally determined
by the closing sale prices of the listed Securities and the ask prices of over-
the-counter traded Securities at the Evaluation Time on the business day prior
to the Initial Date of Deposit). The cost of Securities to the Trust may not
compute due to rounding the market value per share. 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, "Fair Value Measurement," the Trust's investments are
classified as Level 1, which refers to securities traded in an active market.
The cost of the Securities to the Sponsor and the Sponsor's loss (which is the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust) are $2,968,453 and $1,290, respectively.

(3) Common Stocks of companies headquartered or incorporated outside the
United States comprise approximately 8.07% of the investments of the Trust
(consisting of Australia, 0.54%; Canada, 0.81%; Denmark, 0.27%; France, 1.35%;
Germany, 0.27%; Ireland, 0.53%; Japan, 2.43%; Spain, 0.53%; Sweden, 0.27%;
Switzerland, 0.80% and United Kingdom, 0.27%).

(4) This Security represents the common stock of a real estate investment
trust ("REIT"). REITs which invest in mortgage loans and mortgage-backed
securities are included in the Financials sector whereas REITs which directly
hold real estate properties are included in the Real Estate sector. REITs
comprise approximately 0.48% of the investments of the Trust.

(5) This Security is advised by First Trust Advisors L.P., an affiliate of the
Sponsor.

(6) Shares of Rush Enterprises, Inc. are the subject of a three-for-two stock
split effective October 13, 2020. As a result, the Trust will receive 52.5
post-split shares, at the split-adjusted market value per share, for the 35
shares of Rush Enterprises, Inc. which it owns. The Trust will receive cash in
lieu of the fractional share it is entitled to receive.

+ This Security represents the common stock of a foreign company which trades
through an American Depositary Receipt/ADR on the over-the-counter market or
on a U.S. national securities exchange.

* This Security represents a non-income producing security.

Page 12

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 8927, consists of a
single portfolio known as 40/60 Strategic Allocation Port. 4Q '20 - Term
1/18/22 (40/60 Strategic Allocation Portfolio, 4th Quarter 2020 Series).

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 Common Stocks and
ETFs 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 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. In addition, because the Trust pays the brokerage fees
associated with the creation of new Units and with the sale of Securities to
meet redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the Trustee
may retain and pay us (or our affiliate) to act as agent for 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 13

Portfolio

Objective.

The Trust seeks above-average total return. We cannot guarantee that the Trust
will achieve its objective or that the Trust will make money once expenses are
deducted.

Portfolio Selection Process.

The Trust is a unit investment trust that invests in a fixed portfolio of
common stocks and ETFs which are selected by applying our disciplined
investment process. We apply a disciplined and comprehensive valuation process
to select securities across assets of varying sizes, styles, countries, and
sectors, including those that have had relatively lower correlation with one
another.

The composition of the Trust on the Initial Date of Deposit is as follows:

40/60 Strategic Allocation Portfolio

- Approximately 10.00% common stocks which comprise the Large-Cap Growth
Strategy;

- Approximately 10.00% common stocks which comprise the Large-Cap Value
Strategy;

- Approximately 4.00% common stocks which comprise the Mid-Cap Growth Strategy;

- Approximately 4.00% common stocks which comprise the Mid-Cap Value Strategy;

- Approximately 2.00% common stocks which comprise the Small-Cap Growth
Strategy;

- Approximately 2.00% common stocks which comprise the Small-Cap Value Strategy;

- Approximately 8.00% common stocks which comprise the International Strategy;
and

- Approximately 60.00% fixed-income Exchange-Traded Funds.

Common Stock Selection.

Our approach to selecting stocks is based on a proprietary rules-based
selection process which is consistently applied. This process embodies key
elements of our investment philosophy by focusing on financial measures that
are least susceptible to accounting distortions and erroneous corporate
guidance.

When selecting stocks for the portfolio, we apply a model which analyzes large-
cap, mid-cap, small-cap, and international stocks to assess valuations based
on multiple risk, value, and growth factors. Our goal is to identify stocks
which exhibit the fundamental characteristics that enable them to provide the
greatest potential for capital appreciation.

The first step in our selection process is to establish a universe of stocks
from which the portfolio will be selected. The universe is identified as of
four business days prior to the Initial Date of Deposit and divided into seven
distinct styles consisting of six domestic equity asset classes and one
international equity asset class.

The domestic universe is established by identifying the 3,000 largest U.S.
stocks (excluding limited partnerships, royalty trusts, regulated investment
companies and business development companies) and then separating them into
large-cap (largest 10%), mid-cap (next 20%) and small-cap (remaining 70%). The
stocks in each group are then divided evenly between growth and value by their
price-to-book ratios to establish the universe of stocks eligible for
selection from within each asset class. In the case of the small-cap universe,
only the 250 largest stocks with a minimum average daily trading volume of
$1,000,000 within each growth and value group are included to ensure
sufficient liquidity. The international universe consists of the 100 largest
companies from developed nations whose shares are either directly listed on a
U.S. securities exchange or are in the form of American Depositary
Receipts/ADRs which trade on the over-the-counter market or are listed on a
U.S. securities exchange.

We then rank the stocks within each of the seven universes based on two multi-
factor models. Half of a stock's ranking is based on a risk model and the
remaining half is based on a model which is determined by their style
designation. Value and international stocks are ranked on one model while
growth stocks are ranked using a separate model.

Stock Selection Factors.

Risk Model

- Debt to equity

- Beta

- Earnings variability (measured by comparing a company's trailing 12-months
earnings per share from the previous five years against a straight, or linear,
trend line). Companies that have more consistent earnings growth are assigned
a higher ranking.

Value & International Model

- Price-to-book

- Price to cash flow

- Return on assets (for the trailing 12-months)

- 3-month price appreciation

Growth Model

- Price to sales

- Price to cash flow

Page 14

- Change in return on assets

- 6-month price appreciation

The 30 stocks with the best overall ranking from each of the seven style
classes are selected for the Trust, subject to a maximum of six stocks from
any one of the major market sectors as determined by S&P's Global Industry
Classification Standard. The Financials and Real Estate sectors are combined
for the sector limit purpose. In the event of a tie, the stock with the better
price to cash flow ratio is selected.

Fixed Income ETF Selection.

For the fixed income portion of the portfolio we include ETFs which invest in
a variety of fixed income securities, which may include investment grade and
high-yield corporate bonds, mortgage-backed securities, senior loans, treasury
bonds and agency bonds. The Sponsor does not require specific duration,
maturity or investment quality policies when selecting the ETFs for the
portfolio.

We perform rigorous analysis and employ a disciplined portfolio construction
process when selecting ETFs to include in the portfolio. Primarily, we prefer
larger funds with higher trading volumes and we look for funds with higher
dividend yields, as well as those that have shown a relatively consistent
dividend over time. We also consider a fund's ability to continue its dividend
payment in the future.

The next step in our process is to consider current economic events that might
affect financial markets generally and/or the ETF market, as well as news
relating to a specific ETF, ETF group or category of funds. Where relevant, we
review the credit quality of the underlying securities held by the funds. We
prefer to avoid funds with high expenses, as well as funds with higher than
average expense ratios relative to their peers.

We consult with our fixed income research teams and portfolio management teams
who understand the unique factors that drive risk adjusted returns within
various asset classes to develop the overall strategic allocation of the fixed
income portfolio. Based on these factors, we create a broadly diversified
fixed income portfolio with an emphasis on higher income funds.

In connection with the Trust's investments in ETFs advised by First Trust
Advisors L.P., an affiliate of the Trust's Sponsor, First Trust Advisors L.P.
will receive advisory fees from the underlying ETFs which it would not
otherwise receive if the Trust invested solely in ETFs advised by unaffiliated
third-parties. This may provide an incentive for the Sponsor to select ETFs
advised by First Trust Advisors L.P. over ETFs advised by unaffiliated third-
parties. However, the Sponsor selected what it considered to be the best
suited ETFs to achieve the Trust's investment objectives even though there may
be other ETFs, including those advised by unaffiliated third-parties, that
provide similar results.

Please note that we applied the strategies which make up a portion of the
portfolio for the Trust at a particular time. If we create additional Units of
the Trust after the Initial Date of Deposit we will deposit the Securities
originally selected by applying the strategy on the Initial Date of Deposit.
This is true even if a later application of the strategy would have resulted
in the selection of different securities. In addition, companies which, based
on publicly available information as of the date the Securities were selected,
are the subject of an announced business combination which we expect will
happen within 12 months of the date of this prospectus are not eligible for
inclusion in a Trust's portfolio.

The Securities were selected as of the strategy's selection date using closing
market prices on such date or, if a particular market was not open for trading
on such date, closing market prices on the day immediately prior to the
strategy's selection date in which such market was open. In addition,
companies which, based on publicly available information on or before their
respective selection date, are subject to any of the limited circumstances
which warrant removal of a Security from the Trust as described under
"Removing Securities from the Trust" are not eligible for inclusion in the
Trust's portfolio.

Additional Portfolio Contents.

In addition to the investments described above, the Trust has exposure to the
following investments through the Common Stocks and/or Funds held by the
Trust: foreign securities (including American Depositary Receipts) and
companies with various market capitalizations.

Of course, as with any similar investments, there can be no assurance that the
objective of the Trust will be achieved. See "Risk Factors" for a discussion
of the risks of investing in the Trust.

Risk Factors

Principal Risks.

The following is a discussion of the principal risks of investing in the Trust.

Price Volatility. The Trust invests in Common Stocks and ETFs. The value of
the Trust's Units will fluctuate with changes in the value of these
Securities. The value of a security fluctuates for several reasons including
changes in investors' perceptions of the financial condition of an issuer or

Page 15

the general condition of the relevant stock market, such as market volatility,
or when political or economic events affecting the issuers occur.

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. As with any investment, we cannot guarantee that the performance
of the Trust will be positive over any period of time, especially the
relatively short 15-month life of the Trust, or that you won't lose money.
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.

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 has resulted in disruptions to
manufacturing, supply chains and sales in affected areas and negatively
impacted 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.

Government interventions aimed at curtailing the distress to financial markets
caused by the COVID-19 outbreak such as the Federal Reserve's $700 billion
quantitative easing program announced in March 2020, coupled with reducing the
Federal funds rate to near-zero, may not work as intended and may result in
increased volatility in financial markets. Quantitative easing refers to
purchasing large quantities of securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities on the open market. The impact
of government interventions on the markets, and the practical implications for
market participants, may not be fully known for some time.

Distributions. As stated under "Summary of Essential Information," the Trust
will generally make monthly distributions of income. The Funds held by the
Trust make distributions on a monthly or quarterly basis. As a result of
changing interest rates, refundings, sales or defaults on the underlying
securities held by the Funds, and other factors, there is no guarantee that
distributions will either remain at current levels or increase over time.
Certain of the Common Stocks held by the Trust may currently pay dividends,
but there is also no guarantee that the issuers of the Common Stocks will
declare dividends in the future or that, if declared, they will either remain
at current levels or increase over time.

Strategy. Please note that we applied the strategy which makes up a portion of
the portfolio for the Trust at a particular time. If we create additional
Units of the Trust after the Initial Date of Deposit we will deposit the
Securities originally selected by applying the strategy on the Initial Date of
Deposit. This is true even if a later application of the strategy would have
resulted in the selection of different securities. There is no guarantee the
investment objective of the Trust will be achieved. Because the Trust is
unmanaged and follows a strategy, the Trustee will not buy or sell Securities
in the event the strategy is not achieving the desired results.

Exchange-Traded Funds. The Trust invests in shares of ETFs. ETFs are subject
to various risks, including management's ability to meet the fund's investment
objective, and to manage the fund's portfolio when the underlying securities
are redeemed or sold, during periods of market turmoil and as investors'
perceptions regarding ETFs or their underlying investments change. The Trust
and the underlying funds have management and operating expenses. You will bear
not only your share of your Trust's expenses, but also the expenses of the
underlying funds. By investing in other funds, the Trust incurs greater
expenses than you would incur if you invested directly in the funds.

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.

Page 16

Investment in Other Investment Companies Risk. Because the Trust holds Funds,
Unit holders are subject to the risk that the securities selected by the
Funds' investment advisors will underperform the markets, the relevant indices
or the securities selected by other funds. Further, Funds may in the future
invest in other types of securities which involve risk which may differ from
those set forth below. In addition, because the Trust holds Funds, Unit
holders bear both their proportionate share of the expenses of the Trust and,
indirectly the expenses of the Funds. Certain of the Funds held by the Trust
may invest a relatively high percentage of their assets in a limited number of
issuers. As a result, these Funds 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.

Index Correlation Risk. Index correlation risk is the risk that the
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. Some index-based ETFs use a technique called
"representative sampling," which means that the ETF invests in a
representative sample of securities in its target index rather than all of the
index securities. This could increase the risk of a tracking error.

Growth Investing Risk. Certain of the Common Stocks held by the Trust are
issued by companies which, based upon their higher than average price/book
ratios, are expected to experience greater earnings growth rates relative to
other companies in the same industry or the economy as a whole. Securities of
growth companies may be more volatile than other stocks. If the perception of
a company's growth potential is not realized, the securities purchased may not
perform as expected, reducing the Trust's return. In addition, because
different types of stocks tend to shift in and out of favor depending on
market and economic conditions, "growth" stocks may perform differently from
the market as a whole and other types of securities.

Value Investing Risk. Certain of the Common Stocks held by the Trust are
issued by companies which, based upon their lower than average price/book
ratios, are believed to be undervalued or inexpensive relative to other
companies in the same industry or the economy as a whole. These common stocks
were generally selected on the basis of an issuer's business and economic
fundamentals or the securities' current and projected credit profiles,
relative to current market price. Such securities are subject to the risk of
misestimating certain fundamental factors and will generally underperform
during periods when value style investments are "out of favor."

Investment Style. Although the Common Stocks contained in the Trust meet the
stated style, capitalization, and investment objective of the Trust as of the
date the Securities were selected, market fluctuations after this date may
change a particular Common Stocks' classification. Common Stocks will not
generally be removed from the Trust as a result of market fluctuations.

Common Stocks. A percentage of the Trust consists of Common Stocks, and
certain of the Funds held by the Trust invest in common stocks. Common stocks
represent a proportional share of ownership in a company. 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.

High-Yield Securities. Certain of the Funds held by the Trust invest in
securities rated below investment grade by one or more rating agencies (high-
yield securities or "junk" bonds). High-yield securities held by Funds
represent approximately 15.53% of the underlying assets of the Trust. High-
yield, high-risk securities are subject to greater market fluctuations and
risk of loss than securities with higher investment ratings. The value of
these securities will decline significantly with increases in interest rates,
not only because increases in rates generally decrease values, but also
because increased rates may indicate an economic slowdown. An economic
slowdown, or a reduction in an issuer's creditworthiness, may result in the
issuer being unable to maintain earnings at a level sufficient to maintain
interest and principal payments.

High-yield securities or "junk" bonds, the generic names for securities rated
below "BBB-" by Standard & Poor's or below "Baa3" by Moody's, are frequently
issued by corporations in the growth stage of their development or by
established companies that are highly leveraged or whose operations or
industries are depressed. Obligations rated below "BBB-" should be considered
speculative as these ratings indicate a quality of less than investment grade,
and therefore carry an increased risk of default as compared to investment
grade issues. The Funds held by the Trust may invest in securities of any high-
yield credit quality, including securities rated as low as "D" by Standard and

Page 17

Poor's or "C" by Moody's. Because high-yield securities are generally
subordinated obligations and are perceived by investors to be riskier than
higher rated securities, their prices tend to fluctuate more than higher rated
securities and are affected by short-term credit developments to a greater
degree.

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

Distressed debt securities are speculative and involve substantial risks in
addition to the risks of investing in high-yield securities that are not in
default. Generally, holders of distressed debt securities will not receive
interest payments, and there is a substantial risk that the principal will not
be repaid. In any reorganization or liquidation proceeding related to a
distressed debt security, holders may lose their entire investment in the
security.

Investment Grade Securities. Certain of the Funds held by the Trust invest in
investment grade securities. The value of these securities will decline with
increases in interest rates, not only because increases in rates generally
decrease values, but also because increased rates may indicate an economic
slowdown. An economic slowdown, or a reduction in an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings
at a level sufficient to maintain interest and principal payments.

Mortgage-Backed Securities. Certain of the Funds held by the Trust invest in
mortgage-backed securities. Mortgage-backed securities represent direct or
indirect participations in, or are secured by and payable from, mortgage loans
secured by real property and can include single- and multi-class pass-through
securities and collateralized mortgage obligations. Mortgage-backed securities
are based on different types of mortgages, including those on commercial real
estate or residential properties. These securities often have stated
maturities of up to thirty years when they are issued, depending upon the
length of the mortgages underlying the securities. In practice, however,
unscheduled or early payments of principal and interest on the underlying
mortgages may make the securities' effective maturity shorter than this.
Rising interest rates tend to extend the duration of mortgage-backed
securities, making them more sensitive to changes in interest rates, and may
reduce the market value of the securities. In addition, mortgage-backed
securities are subject to prepayment risk, the risk that borrowers may pay off
their mortgages sooner than expected, particularly when interest rates
decline. This can reduce the Funds', and therefore the Trust's, returns
because the Funds may have to reinvest that money at lower prevailing interest
rates.

Mortgage-backed securities, and particularly non-agency mortgage-backed
securities, are subject to liquidity risk, which is the risk that the value of
such securities held by a Fund will fall if trading in the securities is
limited or absent. No one can guarantee that a liquid trading market will
exist for any mortgage-backed security because these securities generally
trade in the over-the-counter market (they are not listed on a securities
exchange). The liquidity of a mortgage-backed security may change drastically
over time.

U.S. Treasury Obligations. Certain of the Funds held by the Trust invest in
U.S. Treasury obligations. U.S. Treasury obligations are direct obligations of
the United States which are backed by the full faith and credit of the United
States. U.S. Treasury obligations are generally not affected by credit risk,
but are subject to changes in market value resulting from changes in interest
rates. The value of U.S. Treasury obligations will be adversely affected by
decreases in bond prices and increases in interest rates, not only because
increases in interest rates generally decrease values, but also because
increased interest rates may indicate an economic slowdown.

Foreign Securities. Certain of the Common Stocks held by the Trust are issued
by, and certain of the Funds held by the Trust invest in, foreign entities,
which makes the Trust subject to more risks than if it only invested in
domestic securities and Funds which invest solely in domestic securities. A
foreign security is either directly listed on a U.S. securities exchange, is
in the form of an American Depositary Receipt/ADR or a Global Depositary
Receipt/GDR which trades on the over-the-counter market or is listed on a U.S.
or foreign securities exchange, or is directly listed on a foreign securities
exchange. Risks of foreign securities include higher brokerage costs;
different accounting standards; expropriation, nationalization or other
adverse political or economic developments; currency devaluations, blockages
or transfer restrictions; restrictions on foreign investments and exchange of
securities; inadequate financial information; lack of liquidity of certain
foreign markets; and less government supervision and regulation of exchanges,

Page 18

brokers, and issuers in foreign countries. Certain foreign markets have
experienced heightened volatility due to recent negative political or economic
developments or natural disasters. Securities issued by non-U.S. issuers may
pay interest and/or dividends in foreign currencies and may be principally
traded in foreign currencies. Therefore, there is a risk that the U.S. dollar
value of these interest and/or dividend payments and/or securities will vary
with fluctuations in foreign exchange rates. Investments in debt securities of
foreign governments present special risks, including the fact that issuers may
be unable or unwilling to repay principal and/or interest when due in
accordance with the terms of such debt, or may be unable to make such
repayments when due in the currency required under the terms of the debt.
Political, economic and social events also may have a greater impact on the
price of debt securities issued by foreign governments than on the price of
U.S. securities.

American Depositary Receipts/ADRs, Global Depositary Receipts/GDRs and
similarly structured securities may be less liquid than the underlying shares
in their primary trading market. Any distributions paid to the holders of
depositary receipts are usually subject to a fee charged by the depositary.
Issuers of depositary receipts are not obligated to disclose information that
is considered material in the United States. As a result, there may be less
information available regarding such issuers. Holders of depositary receipts
may have limited voting rights, and investment restrictions in certain
countries may adversely impact the value of depositary receipts because such
restrictions may limit the ability to convert shares into depositary receipts
and vice versa. Such restrictions may cause shares of the underlying issuer to
trade at a discount or premium to the market price of the depositary receipts.

Brexit Risk. Certain of the Common Stocks held by the Trust, and certain of
the Funds held by the Trust, are subject to Brexit risk. On January 31, 2020,
the United Kingdom officially departed the European Union (commonly referred
to as "Brexit"). The United Kingdom is expected to continue to follow European
Union law during an 11-month transition period set to terminate on December
31, 2020. The effects of Brexit will depend, in part, on agreements the United
Kingdom negotiates to retain access to markets in the European Union during
the transitional period, including current trade and finance agreements.
Brexit has led to volatility in global financial markets, in particular those
of the United Kingdom and across Europe, and may also lead to weakening in
political, regulatory, consumer, corporate and financial confidence in the
United Kingdom and Europe. Given the size and importance of the United
Kingdom's economy, uncertainty or unpredictability about its legal, political
and/or economic relationships with Europe has been, and may continue to be, a
source of instability and could lead to significant currency fluctuations and
other adverse effects on international markets and international trade.

It is not currently possible to determine the extent of the impact Brexit may
have on the Trust's investments. The continued uncertainty following the
United Kingdom's exit from the European Union could negatively impact current
and future economic conditions in the United Kingdom and other countries,
which could negatively impact the value of the Trust's investments.

Small and/or Mid Capitalization Companies. Certain of the Common Stocks held
by the Trust are issued by, and certain of the Funds held by the Trust invest
in, 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.

Large Capitalization Companies. Certain of the Common Stocks held by the Trust
are issued by, and certain of the Funds held by the Trust invest in, large
capitalization companies. The return on investment in stocks of large
capitalization companies may be less than the return on investment in stocks
of small and/or mid capitalization companies. Large capitalization companies
may also grow at a slower rate than the overall market.

Interest Rate Risk. Interest rate risk is the risk that the value of the
securities held by the Funds 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. Due to the current
period of historically low rates, the securities held by the Funds may be
subject to a greater risk of rising interest rates than would normally be the
case.

Credit Risk. Credit risk is the risk that a security's issuer 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.

Page 19

Call Risk. Call risk is the risk that the issuer prepays or "calls" a bond
before its stated maturity. An issuer might call a bond if interest rates fall
and the bond pays a higher than market interest rate or if the issuer no
longer needs the money for its original purpose. A bond's call price could be
less than the price the Fund paid for the bond and could be below the bond's
par value. This means a Fund could receive less than the amount paid for the
bond and may not be able to reinvest the proceeds in securities with as high a
yield as the called bond. A Fund may contain bonds that have "make whole" call
options that generally cause the bonds to be redeemable at any time at a
designated price. Such bonds are generally more likely to be subject to early
redemption and may result in the reduction of income received by the Fund.

Extension Risk. If interest rates rise, certain obligations may be paid off by
the obligor at a slower rate than expected, which will cause the value of such
obligations to fall.

Liquidity Risk. Liquidity risk is the risk that the value of a fixed-income
security held by a Fund will fall if trading in the security is limited or
absent. No one can guarantee that a liquid trading market will exist for any
fixed-income security because these securities generally trade in the over-the-
counter market (they are not listed on a securities exchange). During times of
reduced market liquidity, the Funds held by the Trust may not be able to sell
the underlying securities readily at prices reflecting the values at which the
underlying securities are carried on a Fund's books. Sales of large blocks of
securities by market participants that are seeking liquidity can further
reduce security prices in an illiquid market.

Prepayment Risk. Many types of debt instruments are subject to prepayment
risk, which is the risk that the issuer will repay principal prior to the
maturity date. Debt instruments allowing prepayment may offer less potential
for gains during a period of declining interest rates.

Valuation Risk. Unlike publicly traded securities that trade on national
securities exchanges, there is no central place or exchange for trading most
debt securities. Debt securities generally trade on an "over-the-counter"
market. Due to the lack of centralized information and trading, the valuation
of debt securities may carry more uncertainty and risk than that of publicly
traded securities. Accordingly, determinations of the fair value of debt
securities may be based on infrequent and dated information. Also, because the
available information is less reliable and more subjective, elements of
judgment may play a greater role in valuation of debt securities than for
other types of securities.

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 a Fund
will generally fluctuate with changes in the market value of the Fund'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 a Fund trading individually or in the aggregate at any point
in time.

Management Risk. Actively managed Funds are subject to management risk. In
managing a Fund's investment portfolio, the Fund's investment advisor will
apply investment techniques and risk analyses that may not have the desired
result. There can be no guarantee that the Funds will meet their investment
objectives.

Market Maker Risk. If a Fund 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 a Fund's net asset value and the price at which the
Fund's shares are trading on the exchange, which could result in a decrease in
value of the Fund'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 a Fund's portfolio securities
and the Fund's market price. This reduced effectiveness could result in a

Page 20

Fund's shares trading at a discount to net asset value and also in greater
than normal intraday bid-ask spreads for Fund shares.

Trading Issues Risk. Although the shares of a Fund 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 a Fund's shares. There can
be no assurance that the requirements of the exchange necessary to maintain
the listing of a Fund will continue to be met or will remain unchanged. In
particular, if a Fund does not comply with any provision of the listing
standards of an exchange that are applicable to the Fund, and cannot bring
itself into compliance within a reasonable period after discovering the
matter, the exchange may remove the shares of the Fund from listing. The Funds
may have difficulty maintaining their listing on an exchange in the event that
a Fund's assets are small or the Fund 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,
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. Any legislation that proposes to reduce or
eliminate the exemption of interest on tax-exempt municipal bonds from federal
income taxation would negatively impact the value of the municipal bonds held
by the Funds held by the Trust. In addition, litigation regarding any of the
issuers of the Securities, or the industries represented by these issuers, or
litigation affecting the validity of certain municipal bonds or the tax-free
nature of the interest thereon, 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.

Additional Risks.

The following is a discussion of additional risks of investing in the Trust.

Alternative Minimum Tax. While distributions of exempt-interest dividends from
the Trust are generally exempt from federal income taxes, a portion of such
interest may be taken into account in computing the alternative minimum tax.

Business Development Companies ("BDCs"). Certain of the Funds held by the
Trust invest in BDCs. BDCs invest in and lend to private middle-market
businesses. BDCs are publicly-traded mezzanine/private equity funds that are
subject to regulatory oversight by the SEC. BDCs are unique in that at least
70% of their investments must be made to private U.S. businesses that do not
have marginable securities and they are required to provide managerial
assistance to portfolio companies. An investment in BDCs is subject to various
risks, including management's ability to meet the fund's investment objective,
and to manage the fund's portfolio when the underlying securities are redeemed
or sold, during periods of market turmoil and as investors' perceptions
regarding the funds or their underlying investments change. BDCs are not
redeemable at the option of the shareholder and they may trade in the market
at a discount to their net asset value.

Covenant-Lite Loans. Certain of the Funds held by the Trust invest
significantly in "covenant-lite" loans, which are loans made with minimal
protections for the lender. Because covenant-lite loans are less restrictive
on borrowers and provide less protection for lenders than typical corporate
loans, the risk of default may be significantly higher. Covenant-lite loans
contain fewer maintenance covenants, or no maintenance covenants at all, than
traditional loans and may not include terms that allow the lender to monitor

Page 21

the financial performance of the borrower and declare a default if certain
criteria are breached. This may hinder the Funds' ability to reprice credit
risk associated with the borrower and reduce the Funds' ability to restructure
a problematic loan and mitigate potential loss. As a result, the Funds'
exposure to losses on such investments is increased, especially during a
downturn in the credit cycle.

Derivative Instruments. Certain of the Funds held by the Trust invest in
derivative instruments, the performance of which is derived from the
performance of a reference security, index, currency, or interest rate.
Derivative instruments, including options, swaps, caps, floors, collars,
futures and forwards, can be used to hedge a Fund's investment in other
securities or for investment purposes. The use of derivatives can lead to
losses because of adverse movements in the price or value of the underlying
asset, index, currency or rate, which may be magnified by certain features of
the derivatives. The ability to successfully use derivatives depends on a Fund
investment advisor's ability to predict pertinent market movements, which
cannot be assured, and may result in losses greater than if they had not been
used. Derivatives are also subject to counterparty risk. If a counterparty
becomes bankrupt or otherwise fails to perform its obligations due to
financial difficulties, the value of the Funds held by the Trust may decline.
The derivatives markets are a focus of recent legislation. The extent and
impact of such regulation is not yet known. Recent legislation may make
derivatives more costly, may limit the availability of derivatives and may
affect the value or performance of derivatives.

Emerging Markets. Certain of the Funds held by the Trust invest in companies
headquartered or incorporated in countries considered to be emerging markets.
Risks of investing in developing or emerging countries are even greater than
the risks associated with foreign investments in general. These increased
risks include, among other risks, the possibility of investment and trading
limitations, greater liquidity concerns, higher price volatility, greater
delays and disruptions in settlement transactions, greater political
uncertainties and greater dependence on international trade or development
assistance. In addition, less information about emerging market companies is
publicly available due to differences in regulatory, accounting, audit and
financial recordkeeping standards and information that is available may be
unreliable or outdated. Moreover, emerging market countries may be subject to
overburdened infrastructures, obsolete financial systems and environmental
problems. For these reasons, investments in emerging markets are often
considered speculative.

Floating-Rate Securities. Certain of the Funds held by the Trust invest in
floating-rate securities. A floating-rate security is an instrument in which
the interest rate payable on the obligation fluctuates on a periodic basis
based upon changes in an interest rate benchmark. As a result, the yield on
such a security will generally decline in a falling interest rate environment,
causing the Trust to experience a reduction in the income it receives from
such securities. A sudden and significant increase in market interest rates
may increase the risk of payment defaults and cause a decline in the value of
this investment and the value of the Units.

LIBOR Risk. Certain of the Funds held by the Trust invest significantly in
floating-rate securities that pay interest based on LIBOR. In 2012, regulators
in the United States and the United Kingdom alleged that certain banks,
including some banks serving on the panel for U.S. dollar LIBOR, engaged in
manipulative acts in connection with their submissions to the British Bankers
Association. Manipulation of the LIBOR rate-setting process would raise the
risk to a Fund of being adversely impacted if a Fund received a payment based
upon LIBOR and such manipulation of LIBOR resulted in lower resets than would
have occurred had there been no manipulation.

In 2017, the head of the United Kingdom's Financial Conduct Authority
announced a desire to phase out the use of LIBOR by the end of 2021. While
some instruments tied to LIBOR may include a replacement rate in the event
LIBOR is discontinued, not all instruments have such fallback provisions and
the effectiveness of such replacement rates remains uncertain. The potential
cessation of LIBOR could affect the value and liquidity of investments tied to
LIBOR, especially those that do not include fallback provisions. Due to the
uncertainty regarding the future utilization of LIBOR and the nature of any
replacement rate, the potential effect of a transition away from LIBOR on a
Fund or the financial instruments in which the Fund invests cannot yet be
determined.

Limited Duration Bonds. Certain of the Funds held by the Trust invest in
limited duration bonds. Limited duration bonds are subject to interest rate
risk, which is the risk that the value of a security will fall if interest
rates increase. While limited duration bonds are generally subject to less
interest rate sensitivity than longer duration bonds, there can be no
assurance that interest rates will not rise during the life of the Trust.

Money Market Securities. Certain of the Funds held by the Trust invest in
money market or similar securities as a defensive measure when the Fund's
investment advisor anticipates unusual market or other conditions. If market

Page 22

conditions improve while a Fund has temporarily invested some or all of its
assets in high quality money market securities, the potential gain from the
market upswing may be reduced, thus limiting the Fund's opportunity to achieve
its investment objective.

Municipal Bonds. Certain of the Funds held by the Trust invest in tax-exempt
municipal bonds. Municipal bonds are debt obligations issued by states or by
political subdivisions or authorities of states. Municipal bonds are typically
designated as general obligation bonds, which are general obligations of a
governmental entity that are backed by the taxing power of such entity, or
revenue bonds, which are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. Municipal
bonds are long-term fixed rate debt obligations that generally decline in
value with increases in interest rates, when an issuer's financial condition
worsens or when the rating on a bond is decreased. Many municipal bonds may be
called or redeemed prior to their stated maturity, an event which is more
likely to occur when interest rates fall. In such an occurrence, a Fund may
not be able to reinvest the money it receives in other bonds that have as high
a yield or as long a maturity.

Many municipal bonds are subject to continuing requirements as to the actual
use of the bond proceeds or manner of operation of the project financed from
bond proceeds that may affect the exemption of interest on such bonds from
federal income taxation. The market for municipal bonds is generally less
liquid than for other securities and therefore the price of municipal bonds
may be more volatile and subject to greater price fluctuations than securities
with greater liquidity. In addition, an issuer's ability to make income
distributions generally depends on several factors including the financial
condition of the issuer and general economic conditions. Any of these factors
may negatively impact the price of municipal bonds held by a Fund and would
therefore impact the price of both the Securities and the Units.

Acts of terrorism and any resulting damage may not be covered by insurance on
the bonds. Issuers of the bonds may therefore be at risk of default due to
losses sustained as a result of terrorist activities.

Certain of the Funds held by the Trust may invest in insured municipal bonds.
Insurance guarantees the timely payment, when due, of all principal and
interest on the insured securities. Such insurance is effective so long as the
insured security is outstanding and the insurer remains in business. Insurance
relates only to the particular security and not to the Units offered hereby or
to their market value. There can be no assurance that any insurer listed will
be able to satisfy its commitments in the event claims are made in the future.
Certain significant providers of insurance for municipal securities have
recently incurred significant losses as a result of exposure to sub-prime
mortgages and other lower credit quality investments that have experienced
recent defaults or otherwise suffered extreme credit deterioration. As a
result, such losses have reduced the insurers' capital and called into
question their continued ability to perform their obligations under such
insurance if they are called upon to do so in the future. While an insured
municipal security will typically be deemed to have the rating of its insurer,
if the insurer of a municipal security suffers a downgrade in its credit
rating or the market discounts the value of the insurance provided by the
insurer, the rating of the underlying municipal security will be more relevant
and the value of the municipal security would more closely, if not entirely,
reflect such rating. In such a case, the value of insurance associated with a
municipal security would decline and may not add any value.

Insurance companies are subject to extensive regulation and supervision where
they do business by state insurance commissioners who regulate the standards
of solvency which must be maintained, the nature of and limitations on
investments, reports of financial condition, and requirements regarding
reserves for unearned premiums, losses and other matters. A significant
portion of the assets of insurance companies is required by law to be held in
reserve against potential claims on policies and is not available to general
creditors. Although the federal government does not regulate the business of
insurance, federal initiatives including pension regulation, controls on
medical care costs, minimum standards for no-fault automobile insurance,
national health insurance, tax law changes affecting life insurance companies
and repeal of the antitrust exemption for the insurance business can
significantly impact the insurance business.

The costs associated with combating the COVID-19 pandemic and the negative
impact on tax revenues has adversely affected the financial condition of many
states and political subdivisions. As a result, an increasing number of
municipalities have been unable to make payments on existing debt obligations.
This increase in defaults has resulted in many municipal issuers making draws
on reserves, further impacting the value of bonds. To aid municipalities, the
Federal Reserve and the U.S. Treasury announced the Municipal Liquidity
Facility ("MLF") program on April 9, 2020 under which the Federal Reserve will
lend on a recourse basis to a special purpose vehicle to purchase up to $500
billion of eligible notes from cities and states subject to certain population

Page 23

thresholds and other requirements. The Federal Reserve's MLF program provides
a backstop for issuers to help meet the cash shortfall from lower revenues
tied to the COVID-19 pandemic. In addition, Congress included provisions in
the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") to
provide $150 billion in federal aid to state and local governments for COVID-
19 relief efforts. Different states are taking different approaches, depending
on the status of their budgets prior to the COVID-19 crisis and how
significantly they have been impacted by the pandemic. The Federal government
may provide additional relief for municipalities, however additional federal
funding for state and local governments is uncertain. It is impossible to
assess the long-term impact of these government interventions on the municipal
bond market, as many of the programs are just beginning to be operationalized.
The ongoing effects of the COVID-19 pandemic could result in continuing
financial difficulties for municipal issuers, increasing the risk of
additional defaults and volatility in the market, which could negatively
impact the performance of the Trust.

REITs. Certain of the Common Stocks held by the Trust are issued by, and
certain of the Funds held by the Trust invest in, REITs. REITs are financial
vehicles that pool investors' capital to purchase or finance real estate.
REITs may concentrate their investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential complexes,
office buildings and timberlands. The value of REITs and the ability of REITs
to distribute income may be adversely affected by several factors, including
rising interest rates, changes in the national, state and local economic
climate and real estate conditions, perceptions of prospective tenants of the
safety, convenience and attractiveness of the properties, the ability of the
owner to provide adequate management, maintenance and insurance, the cost of
complying with the Americans with Disabilities Act, increased competition from
new properties, the impact of present or future environmental legislation and
compliance with environmental laws, changes in real estate taxes and other
operating expenses, adverse changes in governmental rules and fiscal policies,
adverse changes in zoning laws, and other factors beyond the control of the
issuers of REITs. Certain of the REITs may also be mortgage real estate
investment trusts ("Mortgage REITs"). Mortgage REITs are companies that
provide financing for real estate by purchasing or originating mortgages and
mortgage-backed securities and earn income from the interest on these
investments. Mortgage REITs are also subject to many of the same risks
associated with investments in other REITs and to real estate market conditions.

Senior Loans. Certain of the Funds held by the Trust invest in senior loans
issued by banks, other financial institutions, and other investors to
corporations, partnerships, limited liability companies and other entities to
finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock
repurchases, debt refinancings and, to a lesser extent, for general operating
and other purposes. An investment in senior loans involves risk that the
borrowers under senior loans may default on their obligations to pay principal
or interest when due. Although senior loans may be secured by specific
collateral, there can be no assurance that liquidation of collateral would
satisfy the borrower's obligation in the event of non-payment or that such
collateral could be readily liquidated. Senior loans are typically structured
as floating-rate instruments in which the interest rate payable on the
obligation fluctuates with interest rate changes. As a result, the yield on
Funds investing in senior loans will generally decline in a falling interest
rate environment and increase in a rising interest rate environment. Senior
loans are generally below investment grade quality and may be unrated at the
time of investment; are generally not registered with the SEC or state
securities commissions; and are generally not listed on any securities
exchange. Transactions in senior loans may take longer than seven days to
settle which could affect an underlying Fund's ability to manage the liquidity
of its portfolio. Because senior loans are generally not registered with the
SEC under the Securities Act of 1933, as amended, they may not be subject to
the protections afforded under the federal securities laws. See "Risk Factors-
High-Yield Securities" for a description of the risks involved in investing in
below investment grade securities. In addition, the amount of public
information available on senior loans is generally less extensive than that
available for other types of assets.

Short Sales Risk. A Fund may engage in "short sale" transactions. A Fund will
lose value if the security or instrument that is the subject of a short sale
increases in value. A Fund also may enter into a short derivative position
through a futures contract. If the price of the security or derivative that is
the subject of a short sale increases, then the Fund will incur a loss equal
to the increase in price from the time that the short sale was entered into
plus any premiums and interest paid to a third party in connection with the
short sale. Therefore, short sales involve the risk that losses may be
exaggerated, potentially losing more money than the actual cost of the

Page 24

investment. Also, there is the risk that the third party to the short sale may
fail to honor its contract terms, causing a loss to the Fund.

Subprime Residential Mortgage Loans. Certain of the Funds held by the Trust
invest in subprime residential mortgage loans. "Subprime" mortgage loans refer
to mortgage loans that have been originated using underwriting standards that
are less restrictive than the underwriting requirements used as standards for
other first and junior lien mortgage loan purchase programs, such as the
programs of Fannie Mae and Freddie Mac. These lower standards include mortgage
loans made to borrowers having imperfect or impaired credit histories
(including outstanding judgments or prior bankruptcies), mortgage loans where
the amount of the loan at origination is 80% or more of the value of the
mortgaged property, mortgage loans made to borrowers with low credit scores,
mortgage loans made to borrowers who have other debt that represents a large
portion of their income and mortgage loans made to borrowers whose income is
not required to be disclosed or verified.

Due to current economic conditions, including fluctuating interest rates and
declining home values, as well as aggressive lending practices, subprime
mortgage loans have in recent periods experienced increased rates of
delinquency, foreclosure, bankruptcy and loss, and they are likely to continue
to experience rates that are higher, and that may be substantially higher,
than those experienced by mortgage loans underwritten in a more traditional
manner. Thus, because of the higher delinquency rates and losses associated
with subprime mortgage loans, risks of investing in subprime mortgage loans
are similar to those which affect high-yield securities or "junk" bonds, which
include less liquidity, greater volatility and an increased risk of default as
compared to higher rated securities.

Treasury Inflation-Protected Securities ("TIPS"). Certain of the Funds held by
the Trust invest in TIPS. TIPS are inflation-indexed fixed-income securities
issued by the U.S. Department of Treasury that utilize an inflation mechanism
tied to the Consumer Price Index ("CPI"). TIPS are backed by the full faith
and credit of the United States. TIPS are offered with coupon interest rates
lower than those of nominal rate Treasury securities. The coupon interest rate
remains fixed throughout the term of the securities. However, each day the
principal value of the TIPS is adjusted based upon a pro-rata portion of the
CPI as reported three months earlier. Future interest payments are made based
upon the coupon interest rate and the adjusted principal value. In a falling
inflationary environment, both interest payments and the value of the TIPS
will decline.

Public Offering

The Public Offering Price.

Units will be purchased at the Public Offering Price, the price per Unit of
which is comprised of the following:

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

- The maximum sales charge (which combines an initial upfront sales charge, a
deferred sales charge and the creation and development fee).

The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities 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.

Organization Costs. Securities purchased with 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) will be purchased in the
same proportionate relationship as all the Securities contained in the Trust.
Securities will be sold to reimburse the Sponsor 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). During the initial offering period, there
may be a decrease in the value of the Securities. To the extent the proceeds
from the sale of these Securities are insufficient to repay the Sponsor for
Trust organization costs, the Trustee will sell additional Securities to allow
the Trust to fully reimburse the Sponsor. In that event, the net asset value
per Unit of the Trust will be reduced by the amount of additional Securities
sold. Although the dollar amount of the reimbursement due to the Sponsor will

Page 25

remain fixed and will never exceed the per Unit amount set forth for the Trust
in "Notes to Statement of Net Assets," this will result in a greater effective
cost per Unit to Unit holders for the reimbursement to the Sponsor. To the
extent actual organization costs are less than the estimated amount, only the
actual organization costs will ultimately be charged to the Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will maintain
the same proportionate relationship among the Securities contained in the
Trust as existed prior to such sale.

Minimum Purchase.

The minimum amount per account you can purchase of the Trust is generally
$1,000 worth of Units ($500 if you are purchasing Units for your Individual
Retirement Account or any other qualified retirement plan), but such amounts
may vary depending on your selling firm.

Maximum Sales Charge.

The maximum sales charge of 1.85% per Unit is comprised of a transactional
sales charge and a creation and development fee. After the initial offering
period the maximum sales charge will be reduced by 0.50%, to reflect the
amount of the previously charged creation and development fee.

Transactional Sales Charge.

The transactional sales charge you will pay has both an initial and a deferred
component.

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
1.85% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.185 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of $.045 per Unit will be deducted from the Trust's assets on
approximately the twentieth day of each month from January 20, 2021 through
March 19, 2021. If you buy Units at a price of less than $10.00 per Unit, the
dollar amount of the deferred sales charge will not change, but the deferred
sales charge on a percentage basis will be more than 1.35% of the Public
Offering Price.

Creation and Development Fee.

As Sponsor, we will also receive, and the Unit holders will pay, a creation
and development fee. See "Expenses and Charges" for a description of the
services provided for this fee. The creation and development fee is a charge
of $.050 per Unit collected at the end of the initial offering period. If you
buy Units at a price of less than $10.00 per Unit, the dollar amount of the
creation and development fee will not change, but the creation and development
fee on a percentage basis will be more than 0.50% of the Public Offering Price.

Discounts for Certain Persons.

The maximum sales charge is 1.85% per Unit and the maximum dealer concession
is 1.25% 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, depending upon the purchase instructions we receive, assigned either a
Fee Account Cash CUSIP Number, if you elect to have distributions paid to you,
or a Fee Account Reinvestment CUSIP Number, if you elect to have distributions
reinvested into additional Units of the Trust. Certain Fee Account Unit
holders may be assessed transaction or other account fees on the purchase
and/or redemption of such Units by their registered investment advisor,
broker/dealer or other processing organizations for providing certain
transaction or account activities. Fee Account Units are not available for
purchase in the secondary market. We reserve the right to limit or deny
purchases of Units not subject to the transactional sales charge by investors
whose frequent trading activity we determine to be detrimental to the 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

Page 26

employees to participate in this employee discount program are eligible for
the discounts.

You will be charged the deferred sales charge per Unit regardless of the price
you pay for your Units or whether you are eligible to receive any discounts.
However, if the purchase price of your Units was less than $10.00 per Unit or
if you are eligible to receive a discount such that the maximum sales charge
you must pay is less than the applicable maximum deferred sales charge,
including Fee Account Units, you will be credited additional Units with a
dollar value equal to the difference between your maximum sales charge and the
maximum deferred sales charge at the time you buy your Units. If you elect to
have distributions reinvested into additional Units of the Trust, in addition
to the reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to cover the
amount of any remaining deferred sales charge and creation and development fee
to be collected on such reinvestment Units. The dollar value of these
additional credited Units (as with all Units) will fluctuate over time, and
may be less on the dates deferred sales charges or the creation and
development fee are collected than their value at the time they were issued.

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the Securities
in 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 Securities in the Trust will be
determined as follows: if the Securities are listed on a national or foreign
securities exchange or The NASDAQ Stock Market, LLC(R), their value shall
generally be based on the closing sale price on the exchange or system which
is the principal market therefore ("Primary Exchange"), which shall be deemed
to be the NYSE if the Securities are listed thereon (unless the Evaluator
deems such price inappropriate as the basis for evaluation). In the event a
closing sale price on the Primary Exchange is not published, the Securities
will be valued based on the last trade price on the Primary Exchange. If no
trades occur on the Primary Exchange for a specific trade date, the value will
be based on the closing sale price from, in the opinion of the Evaluator, an
appropriate secondary exchange, if any. If no trades occur on the Primary
Exchange or any appropriate secondary exchange on a specific trade date, the
Evaluator will determine the value of the Securities using the best
information available to the Evaluator, which may include the prior day's
evaluated price. If the Security is an American Depositary Receipt /ADR,
Global Depositary Receipt/GDR or other similar security in which no trade
occurs on the Primary Exchange or any appropriate secondary exchange on a
specific trade date, the value will be based on the evaluated price of the
underlying security, determined as set forth above, after applying the
appropriate ADR/GDR ratio, the exchange rate and such other information which
the Evaluator deems appropriate. For purposes of valuing Securities traded on
The NASDAQ Stock Market, LLC(R), closing sale price shall mean the Nasdaq(R)
Official Closing Price as determined by The NASDAQ Stock Market, LLC(R). If
the Securities are not so listed or, if so listed and the principal market
therefore is other than on the Primary Exchange or any appropriate secondary
exchange, the value shall generally be based on the current ask price on the
over-the-counter market (unless the Evaluator deems such price inappropriate
as a basis for evaluation). If current ask prices are unavailable, the value
is generally determined (a) on the basis of current ask prices for comparable
securities, (b) by appraising the value of the Securities on the ask side of
the market, or (c) any combination of the above. If such prices are in a
currency other than U.S. dollars, the value of such Security shall be
converted to U.S. dollars based on current exchange rates (unless the
Evaluator deems such prices inappropriate as a basis for evaluation). If the
Evaluator deems a price determined as set forth above to be inappropriate as
the basis for evaluation, the Evaluator shall use such other information
available to the Evaluator which it deems appropriate as the basis for
determining the value of a Security.

After the initial offering period is over, the aggregate underlying value of
the Securities will be determined as set forth above, except that bid prices
are used instead of ask prices when necessary.

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.

Page 27

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 represent
a concession or agency commission of 1.25% 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:

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

Page 28

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
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 of 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 2 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. If you sell or redeem your Units before you
have paid the total deferred sales charge on your Units, you will have to pay
the remainder at that time.

How We Purchase Units

The Trustee 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 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. In addition,
investors will also indirectly pay a portion of the expenses of the underlying
Funds. The Bank of New York Mellon may act as custodian, fund accountant
and/or transfer agent for the underlying Funds and may receive compensation
for such services.

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

Page 29

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. 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 $.050 per Unit outstanding at
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 (i.e., participating in litigation concerning a portfolio
security) and the costs of indemnifying the Trustee;

- 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

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.

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

Page 30

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, exempt-interest 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. Exempt-interest dividends generally are
excluded from your gross income for federal income tax purposes. Some or all
of the exempt-interest dividends may be taken into account for alternative
minimum tax purposes and may have other tax consequences. 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. However, capital gain
received from assets held for more than one year that is considered
"unrecaptured section 1250 gain" (which may be the case, for example, with
some capital gains attributable to equity interests in REITs) is taxed at a
higher rate. 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 but not exempt-interest dividends, may also be subject to a "Medicare
tax" if your adjusted gross income exceeds certain threshold amounts.

Certain Stock Dividends.

Ordinary income dividends received by an individual Unit holder from a RIC
such as the Trust are generally taxed at the same rates that apply to long-
term capital gains, provided certain holding period requirements are satisfied
and provided the dividends are attributable to qualifying dividend income
("QDI") received by the Trust itself. Dividends that do not meet these
requirements will generally be taxed at ordinary income tax rates. After the
end of the tax year, the Trust will provide a tax statement to its Unit
holders reporting the amount of any distribution which may be taken into
account as a dividend which is eligible for the capital gains tax rates.

Unit holders that are corporations may be eligible for the dividends received
deduction with respect to certain ordinary income dividends on Units that are
attributable to qualifying dividends received by the Trust from certain
corporations.

Because the Trust holds REIT shares, some dividends may be designated by the
REIT as capital gain dividends and, therefore, distributions from the Trust
attributable to such dividends and designated by the Trust as capital gain
dividends may be taxable to you as capital gains. If you hold a Unit for six
months or less, any loss incurred by you related to the sale of such Unit will
be treated as a long-term capital loss to the extent of any long-term capital
gain distributions received (or deemed to have been received) with respect to
such Unit.

Some portion of the dividends on your Units that are attributable to dividends
received by the Trust from the REIT shares may be designated by the Trust as
eligible for a deduction for qualified business income.

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.

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.

Page 31

Distribution Reinvestment Option.

If you elect to reinvest your distributions into additional Units, you will be
treated as if you have received your distribution in an amount equal to the
distribution you are entitled to. Your tax liability will be the same as if
you received the distribution in cash. Also, the reinvestment would generally
be considered a purchase of new Units for federal income tax purposes.

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.

Investments in Certain Non-U.S. Corporations.

A foreign corporation will generally be treated as a passive foreign
investment company ("PFIC") if 75% or more of its income is passive income or
if 50% or more of its assets are held to produce passive income. If the Trust
holds an equity interest in PFICs, the Trust could be subject to U.S. federal
income tax and additional interest charges on gains and certain distributions
from the PFICs, even if all the income or gain is distributed in a timely
fashion to the Trust Unit holders. Similarly, if the Trust invests in a fund
(a "Portfolio Fund") that invests in PFICs, the Portfolio Fund may be subject
to such taxes. The Trust will not be able to pass through to its Unit holders
any credit or deduction for such taxes if the taxes are imposed at the Trust
level or on a Portfolio Fund. The Trust (or the Portfolio Fund) may be able to
make an election that could limit the tax imposed on the Trust (or the
Portfolio Fund). In this case, the Trust (or the Portfolio Fund) would
recognize as ordinary income any increase in the value of such PFIC shares,
and as ordinary loss any decrease in such value to the extent it did not
exceed prior increases included in income.

Under this election, the Trust (or the Portfolio Fund) might be required to
recognize income in excess of its distributions from the PFICs and its
proceeds from dispositions of PFIC stock during that year, and such income
would nevertheless be subject to the distribution requirement and would be
taken into account for purposes of determining the application of the 4%
excise tax imposed on RICs that do not meet certain distribution thresholds.
Dividends paid by PFICs are not treated as QDI to shareholders of the PFICs.

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 exempt-
interest income or certain other 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.

Foreign Tax Credit.

If the Trust directly or indirectly invests in non-U.S. stocks, the tax
statement that you receive may include an item showing foreign taxes the Trust
paid to other countries. You may be able to deduct or receive a tax credit for
your share of these taxes. The Trust would have to meet certain IRS
requirements in order to pass through credits to you.

In-Kind Distributions.

If permitted by this prospectus, as described in "Redeeming Your Units," you
may request an In-Kind Distribution of Trust assets when you redeem your
Units. This distribution is subject to tax, and you will generally recognize
gain or loss, generally based on the value at that time of the securities and
the amount of cash received.

Rollovers.

If you elect to have your proceeds from the Trust rolled over into a future
series of the Trust, the exchange would generally be considered a sale for
federal income tax purposes.

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

Page 32

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

- 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 dividends 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. Dividends received on foreign Securities, if any, are
converted into U.S. dollars at the applicable exchange rate.

The Trustee will make distributions on or near the Income Distribution Dates
to Unit holders of record on the preceding Income Distribution Record Date.
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. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge and creation and
development fee or pay expenses on the twenty-fifth day of each month to Unit
holders of record on the tenth day of each month provided the amount 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. 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

Page 33

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.

We anticipate that there will be enough money in the Capital Account of the
Trust to pay the deferred sales charge to the Sponsor. If not, the Trustee may
sell Securities to meet the shortfall.

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

Distribution Reinvestment Option. You may elect to have each distribution of
income and/or capital reinvested into additional Units of the Trust by
notifying your broker/dealer or bank within the time period required by such
entities so that they can notify the Trustee of your election at least 10 days
before any Record Date. Each later distribution of income and/or capital on
your Units will be reinvested by the Trustee into additional Units of such
Trust. There is no sales charge on Units acquired through the Distribution
Reinvestment Option, as discussed under "Public Offering." This option may not
be available in all states. Each reinvestment plan is subject to availability
or limitation by the Sponsor and each broker/dealer or selling firm. The
Sponsor or broker/dealers may suspend or terminate the offering of a
reinvestment plan at any time. Because the Trust may begin selling Securities
nine business days prior to the Mandatory Termination Date, reinvestment is
not available during this period. Please contact your financial professional
for additional information. PLEASE NOTE THAT EVEN IF YOU REINVEST
DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR INCOME TAX PURPOSES.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending a request
for redemption to your broker/dealer or bank through which you hold your
Units. No redemption fee will be charged, but you are responsible for any
governmental charges that apply. Certain broker/dealers may charge a
transaction fee for processing redemption requests. 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 4:00 p.m. Eastern time
(or after any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next day the
NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn from the
Income Account if funds are available for that purpose, or from the Capital
Account. All other amounts paid on redemption will be taken from the Capital
Account. The IRS will require the Trustee to withhold a portion of your
redemption proceeds if the Trustee does not have your TIN as generally
discussed under "Income and Capital Distributions."

If you tender for redemption at least 5,000 Units, or such larger amount as
required by your broker/dealer or bank, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the Redemption
Price per Unit by making this request to your broker/dealer or bank at the
time of tender. However, to be eligible to participate in the In-Kind
Distribution option at redemption, Unit holders must hold their Units through
the end of the initial offering period. 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
your bank's or broker/dealer's account at DTC. The Trustee will subtract any
customary transfer and registration charges from your In-Kind Distribution. As
a tendering Unit holder, you will receive your pro rata number of whole shares
of Securities that make up the portfolio, and cash from the Capital Account
equal to the fractional shares to which you are entitled.

If you elect to receive an In-Kind Distribution of Securities, you should be
aware that it will be considered a taxable event at the time you receive the
Securities. See "Tax Status" for additional information.

The Trustee may sell Securities to make funds available for redemption. If
Securities are sold, the size and diversification of the Trust will be
reduced. These sales may result in lower prices than if the Securities were
sold at a different time.

Page 34

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;

2. the aggregate underlying value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the date
of computation; and

deducting

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

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

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

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

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

6. other liabilities incurred by the Trust; and

dividing

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

Any remaining deferred sales charge on the Units when you redeem them will be
deducted from your redemption proceeds. In addition, until they are collected,
the Redemption Price per Unit will include estimated organization costs as set
forth under "Fee Table."

Investing in a New Trust

The Trust's portfolio has been selected on the basis of total return for a
limited time period. When the Trust is about to terminate, you may have the
option to roll your proceeds into the next series of the Trust (the "New
Trust") if one is available. We intend to create the New Trust in conjunction
with the termination of the Trust and plan to apply the same strategy we used
to select the portfolio for the Trust to the New Trust.

If you wish to have the proceeds from your Units rolled into the New Trust you
must notify the broker/dealer where your Units are held of your election prior
to that firm's cut-off date. If you make this election you will be considered
a "Rollover Unit holder."

Once all of the Securities are sold in connection with the termination of the
Trust, as described in "Amending or Terminating the Indenture," your proceeds,
less any brokerage fees, governmental charges or other expenses involved in
the sales, will be used to buy units of a New Trust or trust with a similar
investment strategy that you have selected, provided such trusts are
registered and being offered. Accordingly, proceeds may be uninvested for up
to several days. Units purchased with rollover proceeds will generally be
purchased subject to the sales charge set forth in the prospectus for such
trust.

We intend to create New Trust units as quickly as possible, depending on the
availability of the securities contained in a New Trust's portfolio. Rollover
Unit holders will be given first priority to purchase New Trust units. We
cannot, however, assure the exact timing of the creation of New Trust units or
the total number of New Trust units we will create. Any proceeds not invested
on behalf of Rollover Unit holders in New Trust units will be distributed
within a reasonable time after such occurrence. Although we believe that
enough New Trust units can be created, monies in a New Trust may not be fully
invested on the next business day.

Please note that there are certain tax consequences associated with becoming a
Rollover Unit holder. See "Tax Status." We may modify, amend or terminate this
rollover option upon 60 days notice.

Removing Securities from 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;

Page 35

- 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" in the case
of the Trust which has elected to qualify as such or (ii) to provide funds to
make any distribution for a taxable year in order to avoid imposition of any
income or excise taxes on undistributed income in the Trust which is a
"regulated investment company";

- The price of the Security has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Security would be
harmful to 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.

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
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; however, termination of the Trust before the Mandatory
Termination Date for any other stated reason will result in all remaining

Page 36

unpaid deferred sales charges on your Units being deducted from your
termination proceeds. For various reasons, the Trust may be reduced below the
Discretionary Liquidation Amount and could therefore be terminated before the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning nine
business days prior to, and no later than, the Mandatory Termination Date. We
will determine the manner and timing of the sale of Securities. Because the
Trustee must sell the Securities within a relatively short period of time, the
sale of Securities as part of the termination process may result in a lower
sales price than might otherwise be realized if such sale were not required at
this time.

If you do not elect to participate in the rollover option, you will receive a
cash distribution from the sale of the remaining Securities, along with your
interest in the Income and Capital Accounts, within a reasonable time after
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.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, First Trust Portfolios L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust" brand
name and other securities. An Illinois limited partnership formed in 1991, we
took over the First Trust product line and act as Sponsor for successive
series of:

- The First Trust Combined Series

- FT Series (formerly known as The First Trust Special Situations Trust)

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $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 for the Trust; 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 37

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. You should be
aware that the Trust and the underlying Funds do not necessarily have exposure
to all of the various asset classes described in the Information Supplement.
In addition, the underlying Funds' exposure to the investments described in
the Information Supplement is not fixed and may change over time.

Page 38

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Page 39

First Trust(R)

40/60 Strategic Allocation Port. 4Q '20 - Term 1/18/22
FT 8927

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. 333-248644) 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

October 13, 2020

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 40

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
8927 not found in the prospectus for the Trust. However, you should be aware
that the Trust and the underlying Funds do not necessarily have exposure to
all of the various asset classes described in this Information Supplement. In
addition, the underlying Funds' exposure to the investments described below is
not fixed and may change over time. 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 October 13, 2020. Capitalized terms have
been defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Common Stocks 1
Preferred Stocks 2
Trust Preferred Securities 2
REITs 3
ETFs 4
Closed-End Funds 5
Business Development Companies 5
Convertible Securities 6
Fixed-Income Securities 8
High-Yield Securities 9
Senior Loans 10
Subprime Residential Mortgage Loans 10
TIPS 11
Foreign Issuers 11
Emerging Markets 12
Small and/or Mid Capitalization Companies 12
Common Stocks Selected for 40/60 Strategic Allocation Portfolio,
4th Quarter 2020 Series 13
Large-Cap Growth Strategy Stocks 13
Large-Cap Value Strategy Stocks 15
Mid-Cap Growth Strategy Stocks 17
Mid-Cap Value Strategy Stocks 18
Small-Cap Growth Strategy Stocks 20
Small-Cap Value Strategy Stocks 22
International Strategy Stocks 24

Risk Factors

Securities. The Securities in the Trust may represent common stock ("Common
Stocks"), preferred stock ("Preferred Stocks"), trust preferred securities
("Trust Preferred Securities"), real estate investment trusts ("REITs"),
exchange-traded funds ("ETFs"), closed-end funds ("Closed-End Funds") and/or
business development companies. As such, an investment in Units of the Trust
should be made with an understanding of the risks of investing in such
Securities.

Common Stocks. An investment in common stocks should be made with an
understanding of the risks which such an investment entails, including the
risk that the financial condition of the issuers of the common stocks or the
general condition of the relevant stock market may worsen, and the value of

Page 1

the common stocks 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.

Shareholders of common stocks have rights to receive payments from the issuers
of those common stocks that are generally subordinate to those of creditors
of, or holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks have a right to receive dividends only when and
if, and in the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer only
after all other claims on the issuer have been paid or provided for. Common
stocks do not represent an obligation of the issuer and, therefore, do not
offer any assurance of income or provide the same degree of protection of
capital as do debt securities. The issuance of additional debt securities or
preferred stock will create prior claims for payment of principal, interest
and dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the rights of
holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Cumulative preferred stock dividends must be paid before common
stock dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.

Preferred Stocks. An investment in preferred stocks should be made with an
understanding of the risks which such an investment entails, including the
risk that the financial condition of the issuers of the Securities or the
general condition of the preferred stock market may worsen, and the value of
the preferred stocks and therefore the value of the Units may decline.
Preferred stocks may be 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, market liquidity, and global or regional political, economic
or banking crises. Preferred stocks are also vulnerable to Congressional
reductions in the dividends received deduction which would adversely affect
the after-tax return to the investors who can take advantage of the deduction.
Such a reduction might adversely affect the value of preferred stocks in
general. Holders of preferred stocks, as owners of the entity, have rights to
receive payments from the issuers of those preferred stocks that are generally
subordinate to those of creditors of, or holders of debt obligations or, in
some cases, other senior preferred stocks of, such issuers. Preferred stocks
do not represent an obligation of the issuer and, therefore, do not offer any
assurance of income or provide the same degree of protection of capital as do
debt securities. The issuance of additional debt securities or senior
preferred stocks will create prior claims for payment of principal and
interest and senior dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its preferred stock
or the rights of holders of preferred stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of preferred stocks is
subject to market fluctuations for as long as the preferred stocks remain
outstanding, and thus the value of the Securities may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the Initial Date of Deposit.

Trust Preferred Securities. An investment in trust preferred securities should
be made with an understanding of the risks which such an investment entails.
Holders of trust preferred securities incur risks in addition to or slightly
different than the typical risks of holding preferred stocks. Trust preferred
securities are limited-life preferred securities that are typically issued by
corporations, generally in the form of interest-bearing notes or preferred
securities, or by an affiliated business trust of a corporation, generally in
the form of beneficial interests in subordinated debentures issued by the
corporation, or similarly structured securities. The maturity and dividend
rate of the trust preferred securities are structured to match the maturity
and coupon interest rate of the interest-bearing notes, preferred securities
or subordinated debentures. Trust preferred securities usually mature on the
stated maturity date of the interest-bearing notes, preferred securities or
subordinated debentures and may be redeemed or liquidated prior to the stated
maturity date of such instruments for any reason on or after their stated call
date or upon the occurrence of certain extraordinary circumstances at any
time. Trust preferred securities generally have a yield advantage over
traditional preferred stocks, but unlike preferred stocks, distributions on
the trust preferred securities are treated as interest rather than dividends
for Federal income tax purposes. Unlike most preferred stocks, distributions

Page 2

received from trust preferred securities are not eligible for the dividends-
received deduction. Certain of the risks unique to trust preferred securities
include: (i) distributions on trust preferred securities will be made only if
interest payments on the interest-bearing notes, preferred securities or
subordinated debentures are made; (ii) a corporation issuing the interest-
bearing notes, preferred securities or subordinated debentures may defer
interest payments on these instruments for up to 20 consecutive quarters and
if such election is made, distributions will not be made on the trust
preferred securities during the deferral period; (iii) certain tax or
regulatory events may trigger the redemption of the interest-bearing notes,
preferred securities or subordinated debentures by the issuing corporation and
result in prepayment of the trust preferred securities prior to their stated
maturity date; (iv) future legislation may be proposed or enacted that may
prohibit the corporation from deducting its interest payments on the interest-
bearing notes, preferred securities or subordinated debentures for tax
purposes, making redemption of these instruments likely; (v) a corporation may
redeem the interest-bearing notes, preferred securities or subordinated
debentures in whole at any time or in part from time to time on or after a
stated call date; (vi) trust preferred securities holders have very limited
voting rights; and (vii) payment of interest on the interest-bearing notes,
preferred securities or subordinated debentures, and therefore distributions
on the trust preferred securities, is dependent on the financial condition of
the issuing corporation.

REITs. An investment in REITs should be made with an understanding of the
risks which such an investment entails. Generally, these include economic
recession, the cyclical nature of real estate markets, competitive
overbuilding, unusually adverse weather conditions, changing demographics,
changes in governmental regulations (including tax laws and environmental,
building, zoning and sales regulations), increases in real estate taxes or
costs of material and labor, the inability to secure performance guarantees or
insurance as required, the unavailability of investment capital and the
inability to obtain construction financing or mortgage loans at rates
acceptable to builders and purchasers of real estate. Additional risks include
an inability to reduce expenditures associated with a property (such as
mortgage payments and property taxes) when rental revenue declines, and
possible loss upon foreclosure of mortgaged properties if mortgage payments
are not paid when due.

REITs are financial vehicles that have as their objective the pooling of
capital from a number of investors in order to participate directly in real
estate ownership or financing. REITs are generally fully integrated operating
companies that have interests in income-producing real estate. Equity REITs
emphasize direct property investment, holding their invested assets primarily
in the ownership of real estate or other equity interests. REITs obtain
capital funds for investment in underlying real estate assets by selling debt
or equity securities in the public or institutional capital markets or by bank
borrowing. Thus, the returns on common equities of REITs will be significantly
affected by changes in costs of capital and, particularly in the case of
highly "leveraged" REITs (i.e., those with large amounts of borrowings
outstanding), by changes in the level of interest rates. The objective of an
equity REIT is to purchase income-producing real estate properties in order to
generate high levels of cash flow from rental income and a gradual asset
appreciation, and they typically invest in properties such as office, retail,
industrial, hotel and apartment buildings and healthcare facilities.

REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from corporate
income taxes provided the REIT satisfies the requirements of Sections 856
through 860 of the Internal Revenue Code. The major tests for tax-qualified
status are that the REIT (i) be managed by one or more trustees or directors,
(ii) issue shares of transferable interest to its owners, (iii) have at least
100 shareholders, (iv) have no more than 50% of the shares held by five or
fewer individuals, (v) invest substantially all of its capital in real estate
related assets and derive substantially all of its gross income from real
estate related assets and (vi) distributed at least 95% of its taxable income
to its shareholders each year. If a REIT should fail to qualify for such tax
status, the related shareholders (including such Trust) could be adversely
affected by the resulting tax consequences.

The underlying value of REITs and their ability to pay dividends may be
adversely affected by changes in national economic conditions, changes in
local market conditions due to changes in general or local economic conditions
and neighborhood characteristics, increased competition from other properties,
obsolescence of property, changes in the availability, cost and terms of
mortgage funds, the impact of present or future environmental legislation and
compliance with environmental laws, the ongoing need for capital improvements,
particularly in older properties, changes in real estate tax rates and other
operating expenses, regulatory and economic impediments to raising rents,
adverse changes in governmental rules and fiscal policies, dependency on
management skill, civil unrest, acts of God, including earthquakes, fires and
other natural disasters (which may result in uninsured losses), acts of war,

Page 3

adverse changes in zoning laws, and other factors which are beyond the control
of the issuers of REITs. The value of REITs may at times be particularly
sensitive to devaluation in the event of rising interest rates.

REITs may concentrate investments in specific geographic areas or in specific
property types, i.e., hotels, shopping malls, residential complexes, office
buildings and timberlands. The impact of economic conditions on REITs can also
be expected to vary with geographic location and property type. Investors
should be aware that REITs may not be diversified and are subject to the risks
of financing projects. REITs are also subject to defaults by borrowers, self-
liquidation, the market's perception of the REIT industry generally, and the
possibility of failing to qualify for pass-through of income under the
Internal Revenue Code, and to maintain exemption from the Investment Company
Act of 1940. A default by a borrower or lessee may cause a REIT to experience
delays in enforcing its right as mortgagee or lessor and to incur significant
costs related to protecting its investments. In addition, because real estate
generally is subject to real property taxes, REITs may be adversely affected
by increases or decreases in property tax rates and assessments or
reassessments of the properties underlying REITs by taxing authorities.
Furthermore, because real estate is relatively illiquid, the ability of REITs
to vary their portfolios in response to changes in economic and other
conditions may be limited and may adversely affect the value of the Units.
There can be no assurance that any REIT will be able to dispose of its
underlying real estate assets when advantageous or necessary.

Issuers of REITs generally maintain comprehensive insurance on presently owned
and subsequently acquired real property assets, including liability, fire and
extended coverage. However, certain types of losses may be uninsurable or not
be economically insurable as to which the underlying properties are at risk in
their particular locales. There can be no assurance that insurance coverage
will be sufficient to pay the full current market value or current replacement
cost of any lost investment. Various factors might make it impracticable to
use insurance proceeds to replace a facility after it has been damaged or
destroyed. Under such circumstances, the insurance proceeds received by a REIT
might not be adequate to restore its economic position with respect to such
property.

Under various environmental laws, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of
hazardous or toxic substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator caused or knew of the
presence of such hazardous or toxic substances and whether or not the storage
of such substances was in violation of a tenant's lease. In addition, the
presence of hazardous or toxic substances, or the failure to remediate such
property properly, may adversely affect the owner's ability to borrow using
such real property as collateral. No assurance can be given that REITs may not
be presently liable or potentially liable for any such costs in connection
with real estate assets they presently own or subsequently acquire. Certain of
the REITs may also be Mortgage REITs. Mortgage REITs are companies that
provide financing for real estate by purchasing or originating mortgages and
mortgage-backed securities and earn income from the interest on these
investments. Mortgage REITs are also subject to many of the same risks
associated with investments in other REITs and to real estate market conditions.

ETFs. An investment in ETFs should be made with an understanding of the risks
which such an investment entails. ETFs are investment pools that hold other
securities. ETFs are either passively-managed index funds that seek to
replicate the performance or composition of a recognized securities index or
actively-managed funds that seek to achieve a stated investment objective.
ETFs are either open-end management investment companies or unit investment
trusts registered under the Investment Company Act of 1940, as amended. Unlike
typical open-end funds or unit investment trusts, ETFs generally do not sell
or redeem their individual shares at net asset value. ETFs generally sell and
redeem shares in large blocks (often known as "Creation Units"), however, the
Sponsor does not intend to sell or redeem ETFs in this manner. In addition,
securities exchanges list ETF shares for trading, which allow investors to
purchase and sell individual ETF shares among themselves at market prices
throughout the day. The Trust will purchase and sell ETF shares on these
securities exchanges. 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.

ETFs can provide exposure to broad-based indexes, growth and value styles,
market cap segments, sectors and industries, specific countries or regions of
the world or physical commodities. The securities comprising ETFs may be
common stocks, fixed-income securities or physical commodities. ETFs contain a
number of securities, anywhere from fewer than 20 securities up to more than
1,000 securities. As a result, investors in ETFs obtain exposure to a much
greater number of securities than an individual investor would typically be
able to obtain on their own. The performance of index-based ETFs is generally
highly correlated with the indices or sectors which they are designed to track.

Page 4

ETFs are subject to various risks, including management's ability to meet the
fund's investment objective, and to manage the fund's portfolio when the
underlying securities are redeemed or sold, during periods of market turmoil
and as investors' perceptions regarding ETFs or their underlying investments
change.

Shares of ETFs frequently 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.

Closed-End Funds. An investment in closed-end funds should be made with an
understanding of the risks which such an investment entails. Closed-end mutual
funds' portfolios are managed and their shares are generally listed on a
securities exchange. The net asset value of closed-end fund shares will
fluctuate with changes in the value of the underlying securities which the
closed-end fund owns. In addition, for various reasons closed-end fund shares
frequently trade at a discount from their net asset value in the secondary
market. The amount of such discount from net asset value is subject to change
from time to time in response to various factors. Closed-end funds' articles
of incorporation may contain certain anti-takeover provisions that may have
the effect of inhibiting a fund's possible conversion to open-end status and
limiting the ability of other persons to acquire control of a fund. In certain
circumstances, these provisions might also inhibit the ability of stockholders
(including the Trust) to sell their shares at a premium over prevailing market
prices. This characteristic is a risk separate and distinct from the risk that
a fund's net asset value will decrease. In particular, this characteristic
would increase the loss or reduce the return on the sale of those closed-end
fund shares which were purchased by a Trust at a premium. In the unlikely
event that a closed-end fund converts to open-end status at a time when its
shares are trading at a premium there would be an immediate loss in value to a
Trust since shares of open-end funds trade at net asset value. Certain closed-
end funds may have in place or may put in place in the future plans pursuant
to which the fund may repurchase its own shares in the marketplace. Typically,
these plans are put in place in an attempt by a fund's board of directors to
reduce a discount on its share price. To the extent such a plan was
implemented and shares owned by a Trust are repurchased by a fund, the Trust's
position in that fund would be reduced and the cash would be distributed.

A Trust is prohibited from subscribing to a rights offering for shares of any
of the closed-end funds in which they invest. In the event of a rights
offering for additional shares of a fund, Unit holders should expect that
their Trust will, at the completion of the offer, own a smaller proportional
interest in such fund that would otherwise be the case. It is not possible to
determine the extent of this dilution in share ownership without knowing what
proportion of the shares in a rights offering will be subscribed. This may be
particularly serious when the subscription price per share for the offer is
less than the fund's net asset value per share. Assuming that all rights are
exercised and there is no change in the net asset value per share, the
aggregate net asset value of each shareholder's shares of common stock should
decrease as a result of the offer. If a fund's subscription price per share is
below that fund's net asset value per share at the expiration of the offer,
shareholders would experience an immediate dilution of the aggregate net asset
value of their shares of common stock as a result of the offer, which could be
substantial.

Closed-end funds may utilize leveraging in their portfolios. Leveraging can be
expected to cause increased price volatility for those fund's shares, and as a
result, increased volatility for the price of the Units of a Trust. There can
be no assurance that a leveraging strategy will be successful during any
period in which it is employed.

Business Development Companies. An investment in business development
companies should be made with an understanding of the risks which such an
investment entails. Business development companies' portfolios are managed and
their shares are generally listed on a securities exchange. Business
development companies are closed-end funds which have elected to be treated as
business development companies. The net asset value of business development
company shares will fluctuate with changes in the value of the underlying
securities which the business development company fund owns. In addition, for
various reasons business development company shares frequently trade at a
discount from their net asset value in the secondary market. The amount of
such discount from net asset value is subject to change from time to time in
response to various factors. Business development companies' articles of
incorporation may contain certain anti-takeover provisions that may have the
effect of inhibiting a fund's possible conversion to open-end status and
limiting the ability of other persons to acquire control of a fund. In certain
circumstances, these provisions might also inhibit the ability of stockholders
(including the Trust) to sell their shares at a premium over prevailing market
prices. This characteristic is a risk separate and distinct from the risk that
a fund's net asset value will decrease. In particular, this characteristic
would increase the loss or reduce the return on the sale of those business
development company shares which were purchased by the Trust at a premium. In
the unlikely event that a business development company converts to open-end

Page 5

status at a time when its shares are trading at a premium there would be an
immediate loss in value to a Trust since shares of open-end funds trade at net
asset value. Certain business development companies may have in place or may
put in place in the future plans pursuant to which the fund may repurchase its
own shares in the marketplace. Typically, these plans are put in place in an
attempt by a fund's board of directors to reduce a discount on its share
price. To the extent such a plan was implemented and shares owned by the Trust
are repurchased by a fund, the Trust's position in that fund would be reduced
and the cash would be distributed.

A Trust is prohibited from subscribing to a rights offering for shares of any
of the business development companies in which they invest. In the event of a
rights offering for additional shares of a fund, Unit holders should expect
that their Trust will, at the completion of the offer, own a smaller
proportional interest in such fund that would otherwise be the case. It is not
possible to determine the extent of this dilution in share ownership without
knowing what proportion of the shares in a rights offering will be subscribed.
This may be particularly serious when the subscription price per share for the
offer is less than the fund's net asset value per share. Assuming that all
rights are exercised and there is no change in the net asset value per share,
the aggregate net asset value of each shareholder's shares of common stock
should decrease as a result of the offer. If a fund's subscription price per
share is below that fund's net asset value per share at the expiration of the
offer, shareholders would experience an immediate dilution of the aggregate
net asset value of their shares of common stock as a result of the offer,
which could be substantial.

Business development companies may utilize leveraging in their portfolios.
Leveraging can be expected to cause increased price volatility for those
fund's shares, and as a result, increased volatility for the price of the
Units of a Trust. There can be no assurance that a leveraging strategy will be
successful during any period in which it is employed.

Convertible Securities. The following section applies to individual Trusts
which contain Securities which invest in convertible securities. Convertible
securities include convertible subordinated debentures and corporate bonds
("Convertible Bonds") and cumulative convertible preferred stocks
("Convertible Preferred Stocks"). Convertible securities contain a conversion
privilege which, under specified circumstances, offers the holder the right to
exchange such security for common stock of the issuing corporation.
Convertible Bonds obligate the issuing company to pay a stated annual rate of
interest (or a stated dividend in the case of Convertible Preferred Stocks)
and to return the principal amount after a specified period of time. The
income offered by convertible securities is generally higher than the
dividends received from the underlying common stock, but lower than similar
quality non-convertible debt securities. Convertible securities are usually
priced at a premium to their conversion value, i.e., the value of the common
stock received if the holder were to exchange the convertible security.

The holder of the convertible security may choose at any time to exchange the
convertible security for a specified number of shares of the common stock of
the corporation, or occasionally a subsidiary company, at a specified price,
as defined by the corporation when the security is issued. Accordingly, the
value of the convertible obligation may generally be expected to increase
(decrease) as the price of the associated common stock increases (decreases).
Also, the market value of convertible securities tends to be influenced by the
level of interest rates and tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. Convertible securities rank
senior to common stocks in an issuer's capital structure, but are junior to
non-convertible debt securities. As convertible securities are considered
junior to any non-convertible debt securities issued by the corporation,
convertible securities are typically rated by established credit ratings
agencies at one level below the rating on such corporation's nonconvertible
debt.

Convertible securities are hybrid securities, combining the investment
characteristics of both bonds and common stock. Like a bond (or preferred
stock), a convertible security pays interest at a fixed rate (dividend), but
may be converted into common stock at a specified price or conversion rate.

When the conversion price of the convertible security is significantly above
the price of the issuer's common stock, a convertible security takes on the
risk characteristics of a bond. At such times, the price of a convertible
security will vary inversely with changes in the level of interest rates. In
other words, when interest rates rise, prices of convertible securities will
generally fall; conversely, when interest rates fall, prices of convertible
securities will generally rise. This interest rate risk is in part offset by
the income paid by the convertible securities.

In contrast, when the conversion price of a convertible security and the
common stock price are close to one another, a convertible security will
behave like a common stock. In such cases, the prices of convertible
securities may exhibit the short-term price volatility characteristic of
common stocks.

For these reasons Unit holders must be willing to accept the market risks of
both bonds and common stocks. However, because convertible securities have
characteristics of both common stocks and bonds, they tend to be less

Page 6

sensitive to interest rate changes than bonds of comparable maturity and
quality, and less sensitive to stock market changes than fully invested common
stock portfolios. Because of these factors and the hybrid nature of
convertible securities, Unit holders should recognize that convertible
securities are likely to perform quite differently than broadly-based measures
of the stock and bond markets.

The market for convertible securities includes a larger proportion of small-
to medium-size companies than the broad stock market (as measured by such
indices as the Standard & Poor's 500 Composite Stock Price Index). Companies
which issue convertible securities are often lower in credit quality,
typically rated below "Investment Grade." Moreover, the credit rating of a
company's convertible issuance is generally lower than the rating of the
company's conventional debt issues since the convertible security is normally
a "junior" security. Securities with such ratings are considered speculative,
and thus pose a greater risk of default than investment grade securities.

High-risk securities may be thinly traded, which can adversely affect the
prices at which such securities can be sold and can result in high transaction
costs. Judgment plays a greater role in valuing high risk securities than
securities for which more extensive quotations and last sale information are
available. Adverse publicity and changing investor perceptions may affect the
ability of outside price services to value securities.

During an economic downturn or a prolonged period of rising interest rates,
the ability of issuers of debt to serve their payment obligations, meet
projected goals, or obtain additional financing may be impaired.

Convertible securities are subject to the risk that the financial condition of
the issuers of the convertible securities or the general condition of the
stock market or bond market may worsen and the value of the convertible
securities and therefore the value of the Units may decline. Convertible
securities may be susceptible to general stock market movements and to
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. Convertible
Preferred Stocks are also subject to Congressional reductions in the dividends-
received deduction which would adversely affect the after-tax return to the
corporate investors who can take advantage of the deduction. Such reductions
also might adversely affect the value of preferred stocks in general. Holders
of preferred stocks have rights to receive payments from the issuers of those
preferred stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or, in some cases, senior preferred stocks of,
such issuers. Convertible Preferred Stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income (since
dividends on a preferred stock must be declared by the issuer's Board of
Directors) or provide the same degree of protection of capital as do debt
securities. Cumulative preferred stock dividends must be paid before common
stock dividends and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred stock. The
issuance of additional debt securities or senior preferred stock will create
prior claims for payment of principal and interest and senior dividends which
could adversely affect the ability and inclination of the issuer to declare or
pay dividends on its preferred stock or the rights of holders of preferred
stock with respect to assets of the issuer upon liquidation or bankruptcy. The
value of preferred stocks is subject to market fluctuations for as long as the
preferred stocks remain outstanding, and thus the value of the Convertible
Preferred Stocks in the Funds may be expected to fluctuate over the life of
the Trust to values higher or lower than those prevailing on the Date of
Deposit. Holders of Convertible Preferred Stocks incur more risk than holders
of debt obligations because preferred stockholders, as owners of the entity,
have generally inferior rights to receive payments from the issuer in
comparison with the rights of creditors of or holders of debt obligations
issued by the issuer.

Convertible Bonds are typically subordinated debentures and, therefore, the
claims of senior creditors must be settled in full before any payment will be
made to holders of Convertible Bonds in the event of insolvency or bankruptcy.
Senior creditors typically include all other long-term debt issuers and bank
loans. Convertible Bonds do, however, have a priority over common and
preferred stock. Investors in Convertible Bonds pay for the conversion
privilege by accepting a significantly lower yield-to-maturity than that
concurrently offered by non-convertible bonds of equivalent quality.

Whether or not the convertible securities are listed on a national securities
exchange, the principal trading market for the convertible securities may be
in the over-the-counter market. As a result, the existence of a liquid trading
market for the convertible securities may depend on whether dealers will make
a market in the convertible securities. There can be no assurance that a
market will be made for any of the convertible securities, that any market for
the convertible securities will be maintained or of the liquidity of the
convertible securities in any markets made.

Page 7

Issues of Convertible Bonds and Convertible Preferred Stocks generally provide
that the convertible security may be liquidated, either by a partial scheduled
redemption pursuant to a sinking fund or by a refunding redemption pursuant to
which, at the option of the issuer, all or part of the issue can be retired
from any available funds, at prices which may or may not include a premium
over the involuntary liquidation preference, which generally is the same as
the par or stated value of the convertible security. In general, optional
redemption provisions are more likely to be exercised when the convertible
security is valued at a premium over par or stated value than when they are
valued at a discount from par or stated value. Generally, the value of the
convertible security will be at a premium over par when market interest rates
fall below the coupon rate.

Fixed-Income Securities. The following section applies to individual Trusts
which contain Securities which invest in fixed-income securities. Fixed-income
securities, in many cases, do not have the benefit of covenants which would
prevent the issuer from engaging in capital restructurings or borrowing
transactions in connection with corporate acquisitions, leveraged buyouts or
restructurings which could have the effect of reducing the ability of the
issuer to meet its debt obligations and might result in the ratings of the
securities and the value of the underlying Trust portfolio being reduced.

Fixed-income securities may have been acquired at a market discount from par
value at maturity. The coupon interest rates on the discount securities at the
time they were purchased were lower than the current market interest rates for
newly issued securities of comparable rating and type. If such interest rates
for newly issued comparable securities increase, the market discount of
previously issued securities will become greater, and if such interest rates
for newly issued comparable securities decline, the market discount of
previously issued securities will be reduced, other things being equal.
Investors should also note that the value of securities purchased at a market
discount will increase in value faster than securities purchased at a market
premium if interest rates decrease. Conversely, if interest rates increase,
the value of securities purchased at a market discount will decrease faster
than securities purchased at a market premium. In addition, if interest rates
rise, the prepayment risk of higher yielding, premium securities and the
prepayment benefit for lower yielding, discount securities will be reduced. A
discount security held to maturity will have a larger portion of its total
return in the form of capital gain and less in the form of interest income
than a comparable security newly issued at current market rates. Market
discount attributable to interest changes does not indicate a lack of market
confidence in the issue. Neither the Sponsor nor the Trustee shall be liable
in any way for any default, failure or defect in any of the securities.

Fixed-income securities may be original issue discount securities or zero
coupon securities. Under current law, the original issue discount, which is
the difference between the stated redemption price at maturity and the issue
price of the securities, is deemed to accrue on a daily basis and the accrued
portion is treated as interest income for federal income tax purposes. On sale
or redemption, any gain realized that is in excess of the earned portion of
original issue discount will be taxable as capital gain unless the gain is
attributable to market discount in which case the accretion of market discount
is taxable as ordinary income. The current value of an original discount
security reflects the present value of its stated redemption price at
maturity. The market value tends to increase in greater increments as the
securities approach maturity. The effect of owning deep discount zero coupon
Securities which do not make current interest payments is that a fixed yield
is earned not only on the original investment, but also, in effect, on all
earnings during the life of the discount obligation. This implicit
reinvestment of earnings at the same rate eliminates the risk of being unable
to reinvest the income on such obligations at a rate as high as the implicit
yield on the discount obligation, but at the same time eliminates the holder's
ability to reinvest at higher rates in the future. For this reason, the zero
coupon securities are subject to substantially greater price fluctuations
during periods of changing interest rates than are securities of comparable
quality which make regular interest payments.

Fixed-income securities may have been acquired at a market premium from par
value at maturity. The coupon interest rates on the premium securities at the
time they were purchased were higher than the current market interest rates
for newly issued securities of comparable rating and type. If such interest
rates for newly issued and otherwise comparable securities decrease, the
market premium of previously issued securities will be increased, and if such
interest rates for newly issued comparable securities increase, the market
premium of previously issued securities will be reduced, other things being
equal. The current returns of securities trading at a market premium are
initially higher than the current returns of comparable securities of a
similar type issued at currently prevailing interest rates because premium
securities tend to decrease in market value as they approach maturity when the
face amount becomes payable. Because part of the purchase price is thus
returned not at maturity but through current income payments, early redemption

Page 8

of a premium security at par or early prepayments of principal will result in
a reduction in yield. Redemption pursuant to call provisions generally will,
and redemption pursuant to sinking fund provisions may, occur at times when
the redeemed securities have an offering side valuation which represents a
premium over par or for original issue discount securities a premium over the
accreted value. To the extent that the securities were purchased at a price
higher than the price at which they are redeemed, this will represent a loss
of capital.

Certain fixed-income securities may be subject to being called or redeemed in
whole or in part prior to their stated maturities pursuant to optional
redemption provisions, sinking fund provisions or otherwise. A security
subject to optional call is one which is subject to redemption or refunding
prior to maturity at the option of the issuer. A refunding is a method by
which a security issue is redeemed, at or before maturity, by the proceeds of
a new security issue. A security subject to sinking fund redemption is one
which is subject to partial call from time to time at par or from a fund
accumulated for the scheduled retirement of a portion of an issue prior to
maturity. Redemption pursuant to call provisions is more likely to occur, and
redemption pursuant to sinking fund provisions may occur, when the securities
have an offering side valuation which represents a premium over par or for
original issue discount securities a premium over the accreted value.

High-Yield Securities. The following section applies to individual Trusts
which contain Securities which invest in high-yield securities. An investment
in high-yield securities should be made with an understanding of the risks
that an investment in high-yield, high-risk, fixed-rate, domestic and foreign
securities or "junk" bonds may entail, including increased credit risks and
the risk that the value of high-yield securities will decline, and may decline
precipitously, with increases in interest rates. In recent years there have
been wide fluctuations in interest rates and thus in the value of fixed-rate
securities generally. High-yield securities are, under most circumstances,
subject to greater market fluctuations and risk of loss of income and
principal than are investments in lower-yielding, higher-rated securities, and
their value may decline precipitously because of increases in interest rates,
not only because the increases in rates generally decrease values, but also
because increased rates may indicate a slowdown in the economy and a decrease
in the value of assets generally that may adversely affect the credit of
issuers of high-yield, high-risk securities resulting in a higher incidence of
defaults among high-yield, high-risk securities. A slowdown in the economy, or
a development adversely affecting an issuer's creditworthiness, may result in
the issuer being unable to maintain earnings or sell assets at the rate and at
the prices, respectively, that are required to produce sufficient cash flow to
meet its interest and principal requirements. For an issuer that has
outstanding both senior commercial bank debt and subordinated high-yield, high-
risk securities, an increase in interest rates will increase that issuer's
interest expense insofar as the interest rate on the bank debt is fluctuating.
However, many leveraged issuers enter into interest rate protection agreements
to fix or cap the interest rate on a large portion of their bank debt. This
reduces exposure to increasing rates, but reduces the benefit to the issuer of
declining rates. The Sponsor cannot predict future economic policies or their
consequences or, therefore, the course or extent of any similar market
fluctuations in the future.

High-yield securities or "junk" bonds, the generic names for securities rated
below "BBB-" by Standard & Poor's, or below "Baa3" by Moody's, are frequently
issued by corporations in the growth stage of their development, by
established companies whose operations or industries are depressed or by
highly leveraged companies purchased in leveraged buyout transactions. The
market for high-yield securities is very specialized and investors in it have
been predominantly financial institutions. High-yield securities are generally
not listed on a national securities exchange. Trading of high-yield
securities, therefore, takes place primarily in over-the-counter markets which
consist of groups of dealer firms that are typically major securities firms.
Because the high-yield security market is a dealer market, rather than an
auction market, no single obtainable price for a given security prevails at
any given time. Prices are determined by negotiation between traders. The
existence of a liquid trading market for the securities may depend on whether
dealers will make a market in the securities. There can be no assurance that a
market will be made for any of the securities, that any market for the
securities will be maintained or of the liquidity of the securities in any
markets made. Not all dealers maintain markets in all high-yield securities.
Therefore, since there are fewer traders in these securities than there are in
"investment grade" securities, the bid-offer spread is usually greater for
high-yield securities than it is for investment grade securities.

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the
issuers of lower-rated securities may not be as strong as that of other
issuers. Moreover, if a fixed-income security is recharacterized as equity by
the Internal Revenue Service for federal income tax purposes, the issuer's
interest deduction with respect to the security will be disallowed and this
disallowance may adversely affect the issuer's credit rating. Because

Page 9

investors generally perceive that there are greater risks associated with
lower-rated securities, the yields and prices of these securities tend to
fluctuate more than higher-rated securities with changes in the perceived
quality of the credit of their issuers. In addition, the market value of high-
yield, high-risk, fixed-income securities may fluctuate more than the market
value of higher-rated securities since high-yield, high-risk, fixed-income
securities tend to reflect short-term credit development to a greater extent
than higher-rated securities. Lower-rated securities generally involve greater
risks of loss of income and principal than higher-rated securities. Issuers of
lower-rated securities may possess fewer creditworthiness characteristics than
issuers of higher-rated securities and, especially in the case of issuers
whose obligations or credit standing have recently been downgraded, may be
subject to claims by debtholders, owners of property leased to the issuer or
others which, if sustained, would make it more difficult for the issuers to
meet their payment obligations. High-yield, high-risk securities are also
affected by variables such as interest rates, inflation rates and real growth
in the economy. Therefore, investors should consider carefully the relative
risks associated with investment in securities which carry lower ratings.

Should the issuer of any security default in the payment of principal or
interest, the Securities in the Trust may incur additional expenses seeking
payment on the defaulted security. Because amounts (if any) recovered by the
Securities in the Trust in payment under the defaulted security may not be
reflected in the value of the Securities until actually received by the
Securities and depending upon when a Unit holder purchases or sells his or her
Units, it is possible that a Unit holder would bear a portion of the cost of
recovery without receiving any portion of the payment recovered.

High-yield, high-risk securities are generally subordinated obligations. The
payment of principal (and premium, if any), interest and sinking fund
requirements with respect to subordinated obligations of an issuer is
subordinated in right of payment to the payment of senior obligations of the
issuer. Senior obligations generally include most, if not all, significant
debt obligations of an issuer, whether existing at the time of issuance of
subordinated debt or created thereafter. Upon any distribution of the assets
of an issuer with subordinated obligations upon dissolution, total or partial
liquidation or reorganization of or similar proceeding relating to the issuer,
the holders of senior indebtedness will be entitled to receive payment in full
before holders of subordinated indebtedness will be entitled to receive any
payment. Moreover, generally no payment with respect to subordinated
indebtedness may be made while there exists a default with respect to any
senior indebtedness. Thus, in the event of insolvency, holders of senior
indebtedness of an issuer generally will recover more, ratably, than holders
of subordinated indebtedness of that issuer.

Obligations that are rated lower than "BBB-" by Standard & Poor's, or "Baa3"
by Moody's, respectively, should be considered speculative as such ratings
indicate a quality of less than investment grade. Investors should carefully
review the objective of the Trust and consider their ability to assume the
risks involved before making an investment in the Trust.

Senior Loans. The following section applies to individual Trusts which contain
Securities which invest in senior loans issued by banks, other financial
institutions, and other investors to corporations, partnerships, limited
liability companies and other entities to finance leveraged buyouts,
recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings
and, to a lesser extent, for general operating and other purposes. An
investment by Securities in senior loans involves risk that the borrowers
under senior loans may default on their obligations to pay principal or
interest when due. Although senior loans may be secured by specific
collateral, there can be no assurance that liquidation of collateral would
satisfy the borrower's obligation in the event of non-payment or that such
collateral could be readily liquidated. Senior loans are typically structured
as floating-rate instruments in which the interest rate payable on the
obligation fluctuates with interest rate changes. As a result, the yield on
Securities investing in senior loans will generally decline in a falling
interest rate environment and increase in a rising interest rate environment.
Senior loans are generally below investment grade quality and may be unrated
at the time of investment; are generally not registered with the SEC or state
securities commissions; and are generally not listed on any securities
exchange. In addition, the amount of public information available on senior
loans is generally less extensive than that available for other types of assets.

Subprime Residential Mortgage Loans. The following section applies to
individual Trusts which contain Securities which invest in subprime
residential mortgage loans. An investment in subprime residential mortgage
loans should be made with an understanding of the risks which such an
investment entails, including increased credit risks and the risk that the
value of subprime residential mortgage loans will decline, and may decline
precipitously, with increases in interest rates. In a high interest rate
environment, the value of subprime residential mortgage loans may be adversely

Page 10

affected when payments on the mortgages do not occur as anticipated, resulting
in the extension of the mortgage's effective maturity and the related increase
in interest rate sensitivity of a longer-term investment. The value of
subprime mortgage loans may also change due to shifts in the market's
perception of issuers and regulatory or tax changes adversely affecting the
mortgage securities markets as a whole. Due to current economic conditions,
including fluctuating interest rates and declining home values, as well as
aggressive lending practices, subprime mortgage loans have in recent periods
experienced increased rates of delinquency, foreclosure, bankruptcy and loss,
and they are likely to continue to experience rates that are higher, and that
may be substantially higher, than those experienced by mortgage loans
underwritten in a more traditional manner. Thus, because of the higher
delinquency rates and losses associated with subprime mortgage loans, risks of
investing in Securities which hold subprime mortgage loans are similar to
those which affect high-yield securities or "junk" bonds, which include less
liquidity, greater volatility and an increased risk of default as compared to
higher rated securities.

TIPS. The following section applies to individual Trusts which contain
Securities which invest in TIPS. TIPS are inflation-indexed fixed-income
securities issued by the U.S. Department of Treasury that utilize an inflation
mechanism tied to the Consumer Price Index ("CPI"). TIPS are backed by the
full faith and credit of the United States. TIPS are offered with coupon
interest rates lower than those of nominal rate Treasury securities. The
coupon interest rate remains fixed throughout the term of the securities.
However, each day the principal value of the TIPS is adjusted based upon a pro-
rata portion of the CPI as reported three months earlier. Future interest
payments are made based upon the coupon interest rate and the adjusted
principal value. In a falling inflationary environment, both interest payments
and the value of the TIPS will decline.

Foreign Issuers. The following section applies to individual Trusts which
contain Securities issued by, or invest in securities issued by, foreign
entities. Since certain of the Securities held by the Trust consist of, or
invest in, securities issued by foreign entities, an investment in the Trust
involves certain investment risks that are different in some respects from an
investment in a trust which invests solely in the securities of domestic
entities. These investment risks include future political or governmental
restrictions which might adversely affect the payment or receipt of payment of
dividends on the relevant Securities, the possibility that the financial
condition of the issuers of the Securities may become impaired or that the
general condition of the relevant stock market may worsen (both of which would
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are not
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, there may be less publicly available information than is available
from a domestic issuer. Also, foreign issuers are not necessarily subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition, fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the United States and there is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the United States. However, due
to the nature of the issuers of the Securities selected for the Trust, the
Sponsor believes that adequate information will be available to allow the
Supervisor to provide portfolio surveillance for the Trust.

Securities issued by non-U.S. issuers may pay interest and/or dividends in
foreign currencies and may be principally traded in foreign currencies.
Therefore, there is a risk that the U.S. dollar value of these interest and/or
dividend payments and/or securities will vary with fluctuations in foreign
exchange rates.

On the basis of the best information available to the Sponsor at the present
time, none of the Securities in the Trust are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the
Securities. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payment to the Trust. The adoption of exchange control regulations and other
legal restrictions could have an adverse impact on the marketability of
international securities in the Trust and on the ability of the Trust to
satisfy its obligation to redeem Units tendered to the Trustee for redemption.
In addition, restrictions on the settlement of transactions on either the
purchase or sale side, or both, could cause delays or increase the costs
associated with the purchase and sale of the foreign Securities and
correspondingly could affect the price of the Units.

Page 11

Investors should be aware that it may not be possible to buy all Securities at
the same time because of the unavailability of any Security, and restrictions
applicable to the Trust relating to the purchase of a Security by reason of
the federal securities laws or otherwise.

Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Securities by the Trust in the United States securities
markets are subject to severe restrictions and may not be practicable.
Accordingly, sales of these Securities by the Trust will generally be effected
only in foreign securities markets. Although the Sponsor does not believe that
the Trust will encounter obstacles in disposing of the Securities, investors
should realize that the Securities may be traded in foreign countries where
the securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or absent.

Emerging Markets. The following section applies to individual Trusts which
contain Securities issued by, or invest in securities from certain smaller and
emerging markets. Compared to more mature markets, some emerging markets may
have a low level of regulation, enforcement of regulations and monitoring of
investors' activities. Those activities may include practices such as trading
on material non-public information. The securities markets of developing
countries are not as large as the more established securities markets and have
substantially less trading volume, resulting in a lack of liquidity and high
price volatility. There may be a high concentration of market capitalization
and trading volume in a small number of issuers representing a limited number
of industries as well as a high concentration of investors and financial
intermediaries. These factors may adversely affect the timing and pricing of
the acquisition or disposal of securities.

In certain emerging markets, registrars are not subject to effective
government supervision nor are they always independent from issuers. The
possibility of fraud, negligence, undue influence being exerted by the issuer
or refusal to recognize ownership exists, which, along with other factors,
could result in the registration of a shareholding being completely lost.
Investors should therefore be aware that the Trust could suffer loss arising
from these registration problems. In addition, the legal remedies in emerging
markets are often more limited than the remedies available in the United States.

Practices pertaining to the settlement of securities transactions in emerging
markets involve higher risks than those in developed markets, in large part
because of the need to use brokers and counterparties who are less well
capitalized, and custody and registration of assets in some countries may be
unreliable. As a result, brokerage commissions and other fees are generally
higher in emerging markets and the procedures and rules governing foreign
transactions and custody may involve delays in payment, delivery or recovery
of money or investments. Delays in settlement could result in investment
opportunities being missed if the Trust is unable to acquire or dispose of a
security. Certain foreign investments may also be less liquid and more
volatile than U.S. investments, which may mean at times that such investments
are unable to be sold at desirable prices.

Political and economic structures in emerging markets often change rapidly,
which may cause instability. In adverse social and political circumstances,
governments have been involved in policies of expropriation, confiscatory
taxation, nationalization, intervention in the securities market and trade
settlement, and imposition of foreign investment restrictions and exchange
controls, and these could be repeated in the future. In addition to
withholding taxes on investment income, some governments in emerging markets
may impose different capital gains taxes on foreign investors. Foreign
investments may also be subject to the risks of seizure by a foreign
government and the imposition of restrictions on the exchange or export of
foreign currency. Additionally, some governments exercise substantial
influence over the private economic sector and the political and social
uncertainties that exist for many developing countries are considerable.

Another risk common to most developing countries is that the economy is
heavily export oriented and, accordingly, is dependent upon international
trade. The existence of overburdened infrastructures and obsolete financial
systems also presents risks in certain countries, as do environmental
problems. Certain economies also depend, to a large degree, upon exports of
primary commodities and, therefore, are vulnerable to changes in commodity
prices which, in turn, may be affected by a variety of factors.

Small and/or Mid Capitalization Companies. The following section applies to
individual Trusts which contain Securities issued by, or invest in Securities
that hold securities issued by, small and/or mid capitalization companies.
While historically stocks of small and mid capitalization companies have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Such companies may have limited product

Page 12

lines, markets or financial resources; may lack management depth or
experience; and may be more vulnerable to adverse general market or economic
developments than large companies. Some of these companies may distribute,
sell or produce products which have recently been brought to market and may be
dependent on key personnel.

The prices of small and mid cap company securities are often more volatile
than prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less publicly
available information. Also, because such companies normally have fewer shares
outstanding and these shares trade less frequently than large companies, it
may be more difficult for the Trusts which contain these Securities to buy and
sell significant amounts of such shares without an unfavorable impact on
prevailing market price.

Common Stocks Selected for 40/60 Strategic Allocation Portfolio, 4th Quarter
2020 Series

The following information describes the Common Stocks selected through the
application of each of the Strategies which comprise a portion of the Trust as
described in the prospectus.

Large-Cap Growth Strategy Stocks

Adobe Incorporated, headquartered in San Jose, California, is a software
company. The company develops, markets and supports software products and
technologies for creative professionals, marketers, application developers,
enterprises and consumers.

Align Technology, Inc., headquartered in San Jose, California, designs,
manufactures and markets a clear aligner therapy system for treating
malocclusion or the misalignment of teeth. The company also markets intra-oral
scanners, computer-aided design digital services and dental records storage to
dental professionals.

Amazon.com, Inc., headquartered in Seattle, Washington, operates as an online
retailer of books, electronics and other products via a commercial site on the
Internet. The company also operates an online auction site.

Apple Inc., headquartered in Cupertino, California, is a technology company.
The company designs, manufactures and markets personal computers, related
personal computing and mobile communication devices through the company's
retail and online stores, resellers and third-party wholesalers.

Automatic Data Processing, Inc., headquartered in Roseland, New Jersey, is one
of the largest providers of computerized transaction processing, data
communication and information services in the world.

Best Buy Co., Inc., headquartered in Richfield, Minnesota, sells a wide
selection of name brand consumer electronics, home office equipment,
entertainment software and appliances through retail stores in numerous states.

Cadence Design Systems, Inc., headquartered in San Jose, California, offers
electronic design automation (EDA) technologies and engineering services to
electronics companies worldwide. The company also develops system design
enablement (SDE) solutions for use in designing electronics systems,
integrated circuits and electronic devices.

Church & Dwight Co., Inc., headquartered in Ewing, New Jersey, manufactures
and sells sodium bicarbonate-based products which the company markets under
the "Arm and Hammer" trademark. The company's products include household,
personal care and specialty products offered worldwide.

The Clorox Company, headquartered in Oakland, California, manufactures and
sells household products, including the brand names "Armor All," "Black Flag,"
"Brita," "Clorox," "Combat," "Fresh Step," "Glad," "Hidden Valley," "Jonny
Cat," "Kingsford," "Liquid-Plumr," "Pine-Sol," "S.O.S.," "STP," "Scoop Away"
and "Tilex."

Costco Wholesale Corporation, headquartered in Issaquah, Washington, operates
a chain of wholesale cash-and-carry membership warehouses that sell high-
quality, nationally branded and select private label merchandise at low prices
to businesses and individuals who are members of selected employee groups. The
company's warehouses are located internationally.

Dollar General Corporation, headquartered in Goodlettsville, Tennessee,
operates a chain of discount retail stores located primarily in the southern,
southwestern, midwestern and eastern United States. The company offers a broad
selection of merchandise, including consumable products such as food, paper
and cleaning products, health and beauty products and pet supplies, and non-
consumable products such as seasonal merchandise.

Equinix, Inc., headquartered in Redwood City, California, is a real estate
investment trust that provides core Internet exchange services to networks,
Internet infrastructure companies, enterprises and content providers, and
operates Internet Business Exchange centers in several countries.

Page 13

Facebook, Inc. (Class A), headquartered in Menlo Park, California, is an
information technology company. The company designs and operates various
social media products that enable people to connect and share data through
mobile devices and other platforms.

Fastenal Company, headquartered in Winona, Minnesota, is principally engaged
in the sale of industrial supplies, including threaded fasteners and
construction supplies, through its retail store sites located in all 50
states, Canada, Mexico, Puerto Rico and Singapore.

Lockheed Martin Corporation, headquartered in Bethesda, Maryland, is a global
security and aerospace company that is principally engaged in the research,
design and manufacture of advanced technology products and services. The
company operates globally and its products and services focus on defense,
intelligence, homeland security, cybersecurity and information technology.

Lowe's Companies, Inc., headquartered in Mooresville, North Carolina, a home
improvement retailer, operates stores which sell building commodities and
millwork; heating, cooling and water systems; home decorating and illumination
products; kitchens, bathrooms and laundries; yard, patio and garden products;
tools; home entertainment products; and special order products.

McCormick & Company, Incorporated, headquartered in Hunt Valley, Maryland, is
a diversified specialty food company engaged in the manufacture of spices,
seasonings, flavors and other specialty food products. The company sells its
products to the consumer food market, the foodservice market and to industrial
food processors.

Merck & Co., Inc., headquartered in Kenilworth, New Jersey, is a global health
care company that discovers, develops and markets a broad range of human and
animal health care products and services. The company also administers managed
prescription drug programs.

Microsoft Corporation, headquartered in Redmond, Washington, is a technology
company. The company develops, manufactures, licenses and supports a range of
software products, including scalable operating systems, server applications,
worker productivity applications and software development tools.

Monster Beverage Corporation, headquartered in Corona, California, through its
subsidiaries, develops, markets and distributes "alternative" beverages
worldwide. The company's products include non-carbonated ready-to-drink iced
teas, lemonades, juice cocktails, dairy and coffee drinks, energy drinks,
sports drinks and flavored sparkling beverages.

O'Reilly Automotive, Inc., headquartered in Springfield, Missouri, is an
automotive aftermarket parts and equipment retailer. The company markets its
products to both do-it-yourself customers and professional service providers.

Old Dominion Freight Line, Inc., headquartered in Thomasville, North Carolina,
is a motor carrier. The company operates inter- and multi-regionally and
transports less-than-truckload shipments of general commodities, including
consumer goods, textiles and capital goods.

Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small- to
medium-sized businesses nationwide.

The Procter & Gamble Company, headquartered in Cincinnati, Ohio, manufactures
and markets consumer products worldwide. The company's products are available
in the laundry and cleaning, paper, beauty care, food and beverage, and health
care segments.

Regeneron Pharmaceuticals, Inc., headquartered in Tarrytown, New York, is a
biopharmaceutical company. The company discovers, develops and commercializes
medicines for the treatment of serious medical conditions in the United States.

ResMed Inc., headquartered in San Diego, California, makes and distributes
medical equipment for the treatment of sleep disordered breathing related
respiratory conditions. The company sells a comprehensive range of treatment
and diagnostic devices.

The Sherwin-Williams Company, headquartered in Cleveland, Ohio, is a paint
manufacturer. The company manufactures, sells and distributes paint, coatings
and related products to professional, industrial, commercial and retail
customers worldwide.

Target Corporation, headquartered in Minneapolis, Minnesota, is a general
merchandise retailer. The company specializes in discount stores featuring
moderately-priced merchandise and groceries. The company also offers a fully
integrated online business.

Page 14

Veeva Systems Inc. (Class A), headquartered in Pleasanton, California, is a
technology company. The company provides industry-specific cloud solutions
that address the operating challenges and regulatory requirements for life
sciences companies.

West Pharmaceutical Services, Inc., headquartered in Exton, Pennsylvania,
applies value-added services to the process of bringing healthcare products
and new drug therapies to global markets. The company's technologies include
the design and manufacture of packaging components, research and development
of drug delivery systems, and contract laboratory services and other services.

Large-Cap Value Strategy Stocks

Aflac Incorporated, headquartered in Columbus, Georgia, provides supplemental
insurance to individuals. The company's products include short-term disability
plans, accident/disability plans, hospital intensive care plans, cancer
expense plans and fixed-benefit dental plans.

The Allstate Corporation, headquartered in Northbrook, Illinois, through
subsidiaries, writes property-liability insurance, private passenger
automobile and homeowners policies and offers life insurance, annuity and
group pension products. The company markets its products through independent
agents and brokers, and also directly through call centers and the Internet.

AMETEK, Inc., headquartered in Berwyn, Pennsylvania, is a manufacturer of
industrial diversified machinery. The company provides electronic instruments
and electromechanical devices worldwide.

Anthem, Inc., headquartered in Indianapolis, Indiana, through its
subsidiaries, operates as a commercial health benefits company in the United
States. The company offers a spectrum of network-based managed care plans to
the large and small employer, individual, Medicaid and senior markets.

Archer-Daniels-Midland Company, headquartered in Chicago, Illinois, is engaged
in the business of procuring, transporting, storing, processing, and
merchandising agricultural commodities and products, including oil seeds, corn
and wheat.

Berkshire Hathaway Inc. (Class B), headquartered in Omaha, Nebraska, is a
holding company with subsidiaries in a variety of business sectors. The
company sells property and casualty insurance and other insurance products.
The company also operates a freight rail transportation business and a group
of utility and energy generation and distribution businesses.

Biogen Inc., headquartered in Cambridge, Massachusetts, is a biopharmaceutical
company. The company primarily engages in the research, development and
manufacture of targeted therapies for the treatment of neurodegenerative
diseases, hematologic conditions and autoimmune disorders.

Boston Scientific Corporation, headquartered in Marlborough, Massachusetts,
manufactures and markets medical devices used in a broad range of
interventional medical specialties, including cardiology, electrophysiology,
gastroenterology, neuro-endovascular therapy, radiology, urology and vascular
surgery.

Centene Corporation, headquartered in St. Louis, Missouri, provides managed
care programs and services to individuals receiving benefits under Medicaid
and Medicaid-related programs. The company provides services in several states.

Cigna Corporation, headquartered in Bloomfield, Connecticut, is an insurance
company. The company offers life, accident, dental and health insurance along
with other products and services to individuals, families and businesses.

Cognizant Technology Solutions Corporation, headquartered in Teaneck, New
Jersey, provides business and consulting process services and information
technology. The company also offers full life cycle solutions to complex
software development and maintenance problems that companies face as they
transition to e-business.

Consolidated Edison, Inc., headquartered in New York, New York, owns all of
the outstanding common stock of Consolidated Edison Company of New York, Inc.,
which provides electric service in all of New York City (except part of
Queens) and most of Westchester County. It also provides gas service in
Manhattan, the Bronx and parts of Queens and Westchester, and steam service in
parts of Manhattan.

Cummins Inc., headquartered in Columbus, Indiana, is an engine manufacturer.
The company designs, manufactures and services diesel and natural gas engines
and engine-related products.

D.R. Horton, Inc., headquartered in Arlington, Texas, is one of the most
geographically diversified homebuilders in the United States, with operating
divisions in more than 25 states. The company positions itself between large-

Page 15

volume and local custom homebuilders and sells its single-family homes to the
entry-level and move-up market segments.

Electronic Arts Inc., headquartered in Redwood City, California, creates,
markets, and distributes interactive entertainment software for a variety of
hardware platforms. The company also produces casual video games and sells
digital content.

Exelon Corporation, headquartered in Chicago, Illinois, is an electric utility
holding company. Together with its subsidiaries, the company owns, contracts
and invests in electric generating facilities such as nuclear, hydroelectric
generation, wind and solar facilities.

Hormel Foods Corporation, headquartered in Austin, Minnesota, engages in the
production and marketing of various meat and food products. The company
primarily operates in the United States.

Humana Inc., headquartered in Louisville, Kentucky, is a managed health care
company that offers coordinated health insurance coverage and related services
through a variety of plans for individuals, employer groups and government-
sponsored programs. The company has medical members in the United States and
Puerto Rico.

Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and related
products at various levels of integration. The company's principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.

L3Harris Technologies Inc., headquartered in Melbourne, Florida, through its
subsidiaries, provides communications products, systems and services to
government and commercial customers worldwide. The company's products include
RF communications, government communication systems and integrated network
solutions.

Lennar Corporation, headquartered in Miami, Florida, is engaged in the two
principal businesses of building and selling homes and providing mortgage
financing services.

Micron Technology, Inc., headquartered in Boise, Idaho, designs, develops,
makes and sells semiconductor memory products, personal computer systems and
network servers.

Newmont Corporation, headquartered in Greenwood Village, Colorado, is a
holding company principally engaged in gold mining. The company has gold
mining operations in North and South America, the Middle East, Asia, Australia
and New Zealand.

PACCAR Inc, headquartered in Bellevue, Washington, makes light-, medium- and
heavy-duty trucks and related aftermarket parts; and provides financing and
leasing services to customers and dealers. In addition, the company sells
general automotive parts and accessories through retail outlets.

The Progressive Corporation, headquartered in Mayfield Village, Ohio, is an
insurance holding company for subsidiaries that provide personal auto
insurance and specialty property-casualty insurance and related services. The
company offers its services throughout the United States.

Public Service Enterprise Group Incorporated, headquartered in Newark, New
Jersey, is a public utility holding company. Through its subsidiaries, the
company generates, transmits, distributes and sells electric energy. The
company also produces and distributes natural gas in the Mid-Atlantic and
Northeastern United States.

T. Rowe Price Group, Inc., headquartered in Baltimore, Maryland, is a
financial services holding company. The company, through its subsidiaries,
serves as an investment advisor to both individual and institutional investors
and manages a variety of stock, bond and money market mutual funds.

Tyson Foods, Inc. (Class A), headquartered in Springdale, Arkansas, produces,
processes and markets a variety of food products consisting of value-enhanced
chicken, fresh and frozen chicken, beef and pork products and prepared foods.
The company also produces flour and corn tortillas, taco shells and high-
protein animal food ingredients. The company's products are marketed through
its food service, wholesale membership clubs, retail and international
divisions.

Walmart, Inc., headquartered in Bentonville, Arkansas, is an international
consumer staples company. The company owns and operates retail department
stores, supercenters, full-line supermarkets and warehouse clubs.

Xcel Energy Inc., headquartered in Minneapolis, Minnesota, is engaged in the
generation, transmission and distribution of electricity and natural gas. The
company generates electricity using coal, nuclear, natural gas, hydro, solar,
oil and refuse, biomass and wind energy sources.

Page 16

Mid-Cap Growth Strategy Stocks

The Boston Beer Company, Inc., headquartered in Boston, Massachusetts,
produces beer, malt beverages and hard cider products under the brand names
"Sam Adams," "Twisted Tea" and "Angry Orchard." The company distributes its
products in the United States, Canada, the Caribbean, Europe, Israel, Mexico
and the Pacific Rim.

Chemed Corporation, headquartered in Cincinnati, Ohio, provides hospice
services for patients with severe, life-limiting illnesses through its VITAS
Healthcare Corporation subsidiary. The company also maintains a presence in
the residential and commercial repair, maintenance and service industry under
the name "Roto-Rooter."

Enphase Energy, Inc., headquartered in Fremont, California, provides
microinverter technology for the solar power industry. The company's
technology increases energy production, simplifies design and installation,
reduces fire safety risk and provides a platform for intelligent energy
management.

Erie Indemnity Company, headquartered in Erie, Pennsylvania, provides sales,
underwriting and policy issuance services to the policyholders of Erie
Insurance Exchange in the United States.

Expeditors International of Washington, Inc., headquartered in Seattle,
Washington, is engaged in the business of logistics management, including
international freight forwarding and consolidation, for both air and ocean
freight. The company operates globally.

Freshpet, Inc., headquartered in Secaucus, New Jersey, is a manufacturer of
fresh, refrigerated pet food. The company markets and distributes pet food for
cats and dogs arcoss North America.

Haemonetics Corporation, headquartered in Boston, Massachusetts, is a global
health care company providing innovative blood management solutions. The
company's systems provide both automated and manual collection and processing
of donated blood, assess the likelihood for blood loss, salvage and process
blood from surgery patients, and dispense and track blood inventory in the
hospital.

Lancaster Colony Corporation, headquartered in Westerville, Ohio, operates in
three retail business segments: specialty foods, glassware and candles, and
automotive.

Landstar System, Inc., headquartered in Jacksonville, Florida, through
subsidiaries, operates as a truckload carrier in North America, transporting a
variety of freight including iron and steel, automotive products, paper,
lumber and building products, aluminum, chemicals, foodstuffs, heavy
machinery, ammunition and explosives, and military hardware.

Lattice Semiconductor Corporation, headquartered in Hillsboro, Oregon,
designs, develops and markets high-performance programmable logic devices
(PLDs) and related software.

LHC Group, Inc., headquartered in Lafayette, Louisiana, through its
subsidiaries, provides post-acute health care services to patients throughout
the United States. The company's services include skilled nursing care,
medically-oriented social services, physical therapy, occupational therapy and
speech therapy.

Lithia Motors, Inc., headquartered in Medford, Oregon, is an operator of
automotive franchises and a retailer of new and used vehicles and services.

MarketAxess Holdings Inc., headquartered in New York, New York, through its
subsidiaries, enables electronic trading of corporate bonds and other types of
fixed-income securities. The company's multi-dealer trading platform allows
clients to simultaneously request competitive, executable bids or offers from
multiple broker-dealers, and to execute trades with the broker-dealer of their
choice.

Medpace Holdings, Inc., headquartered in Cincinnati, Ohio, is a clinical
research company. The company provides clinical development services to the
biotechnology, pharmaceutical and medical device industries.

Molina Healthcare, Inc., headquartered in Long Beach, California, is a multi-
state managed care organization that arranges for the delivery of health care
services to persons eligible for Medicaid and other programs for low-income
families and individuals.

Monolithic Power Systems, Inc., headquartered in Kirkland, Washington,
develops and markets proprietary, advanced analog and mixed-signal
semiconductors worldwide. The company's products are used in storage and
computing products, network communications products, lighting products,
portable electronics and automotives.

The New York Times Company (Class A), headquartered in New York, New York, is
global media organization that includes print and digital newspapers, product
licensing, book development and live journalism platforms. The company is also
involved in digital archive distribution to business and library markets.

Page 17

NRG Energy, Inc., headquartered in Princeton, New Jersey, operates as a
wholesale power generation company. The company sells and delivers energy and
energy products and services primarily in the United States.

NVR, Inc., headquartered in Reston, Virginia, is a holding company that
currently operates, through its subsidiaries, in two business segments: the
construction and marketing of homes; and mortgage banking.

Ollie's Bargain Outlet Holdings, Inc., headquartered in Harrisburg,
Pennsylvania, is a brand name discount retailer. The company offers a broad
selection of merchandise, including food, home, clothing, pet and garden
products.

Pool Corporation, headquartered in Covington, Louisiana, is a swimming pool
supply company. The company distributes swimming pool supplies and related
products to swimming pool remodelers and builders, independent retail stores
and swimming pool repair and service companies.

Quidel Corporation, headquartered in San Diego, California, develops,
manufactures and markets point-of-care diagnostic solutions for infectious
diseases and reproductive health primarily in the United States.

Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California,
designs, manufactures and markets building construction products globally. The
company's products are considered easy to use and cost-effective for customers.

Take-Two Interactive Software, Inc., headquartered in New York, New York,
develops, publishes and markets interactive entertainment for consumers
worldwide. The company's products are delivered through physical retail,
digital download, online and cloud streaming services.

Teradyne, Inc., headquartered in North Reading, Massachusetts, designs,
develops and manufactures electronic test systems and software for use in the
electronics industry. The company's products are also used in the
military/aerospace, telecommunications and computer industries.

Tractor Supply Company, headquartered in Brentwood, Tennessee, is an operator
of retail farm and ranch stores in the United States. The company offers
animal products, lawn and garden products, hardware and tools, and
work/recreational clothing, among other products.

Trex Company, Inc., headquartered in Winchester, Virginia, manufactures non-
wood alternative products for decks under the "Trex" brand name. The company's
products are manufactured from waste wood fibers and reclaimed polyethylene
and used primarily in residential and commercial decking.

TriNet Group, Inc., headquartered in Dublin, California, provides human
resource and consultancy services to small and medium-sized businesses. The
company offers payroll, tax administration, risk protection, performance
management, compensation consulting, and employee benefit plans.

Watsco, Inc., headquartered in Miami, Florida, together with its subsidiaries,
is a distributor of air conditioning, heating and refrigeration equipment and
related parts and supplies. The company has operations throughout North America.

Williams-Sonoma, Inc., headquartered in San Francisco, California, operates
retail stores, mainly under the names "Williams-Sonoma," "Pottery Barn" and
"Hold Everything," and mail order catalogs, which offer cooking and serving
equipment, casual home furnishings, accessories and housewares, and household
storage products.

Mid-Cap Value Strategy Stocks

Acuity Brands, Inc., headquartered in Atlanta, Georgia, engages in the design,
production and distribution of indoor and outdoor lighting equipment for
commercial, institutional and residential use. The company operates primarily
in North America, Europe and Asia.

Avangrid, Inc., headquartered in Orange, Connecticut, generates, transmits and
distributes electricity and natural gas. The company also develops, constructs
and operates renewable energy generation facilities primarily using onshore
wind power, as well as solar, biomass and thermal power.

Bio-Rad Laboratories, Inc. (Class A), headquartered in Hercules, California,
is a manufacturer of health care products. The company produces and markets a
broad range of appliances and systems used to separate, identify and analyze
complex chemical and biological materials.

Cabot Oil & Gas Corporation, headquartered in Houston, Texas, produces and
markets natural gas in the United States. The company holds interests in the
Gulf Coast, the West and the East. The company conducts operations in Texas
and the Louisiana Gulf Coast, Wyoming, Oklahoma, the Texas panhandle,
southwest Kansas and the Appalachian basin.

Page 18

Columbia Sportswear Company, headquartered in Portland, Oregon, is one of the
largest outerwear manufacturers in the world and leading seller of skiwear in
the United States.

Darling Ingredients Inc., headquartered in Irving, Texas, is a consumer
products company. The company develops and produces sustainable natural
ingredients from edible and inedible bio-nutrients that are used in the
pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and
fertilizer industries.

Dick's Sporting Goods, Inc., headquartered in Coraopolis, Pennsylvania, is a
sporting goods retailer that operates stores primarily in the eastern and
central United States. The company's stores offer a broad selection of brand
name sporting goods equipment, apparel, and footwear.

Exelixis, Inc., headquartered in Alameda, California, is a biopharmaceutical
company. The company develops and commercializes new medicines to improve care
and outcomes for people with cancer.

Fidelity National Financial, Inc., headquartered in Jacksonville, Florida, is
a title insurance company. Together with its subsidiaries, the company
provides title insurance, technology and transaction services to the real
estate and mortgage industries in the United States.

First American Financial Corporation, headquartered in Santa Ana, California,
provides various financial services in the United States and internationally,
operating in two segments: Title Insurance and Services, and Specialty
Insurance.

FTI Consulting, Inc., headquartered in Washington, D.C., together with its
subsidiaries, provides litigation and claims management consulting to
corporations, law firms and insurance companies. The company's consulting
services include visual communications and trial consulting, engineering and
scientific investigation, financial services, and assessment and expert
testimony regarding intellectual property rights. The company has operations
worldwide.

Houlihan Lokey, Inc., headquartered in Los Angeles, California, is a global
investment bank. The company has expertise in mergers and acquisitions,
financings, financial restructurings and financial advisory services.

IDACORP, Inc., headquartered in Boise, Idaho, a holding company, is a public
utility engaged in the generation, purchase, transmission, distribution and
sale of electricity. The company provides its services in Idaho, Nevada and
Oregon.

The J.M. Smucker Company, headquartered in Orrville, Ohio, engages in the
manufacture and marketing of branded food products worldwide. The company's
products include fruit spreads, baking mixes, dessert toppings, condiments and
peanut butter.

Kemper Corporation, headquartered in Chicago, Illinois, is engaged in the
property and casualty insurance, life and health insurance and consumer
finance businesses. Product lines include automobile, homeowners, commercial
multi-peril, motorcycle, boat and watercraft, fire, casualty, workers
compensation and other types of property and casualty insurance.

Knight-Swift Transportation Holdings Inc., headquartered in Phoenix, Arizona,
operates as a multi-faceted transportation services company and truckload
carrier in North America. The company offers dry van, temperature-controlled,
flat bed, cross border and intermodal transport services.

MDU Resources Group, Inc., headquartered in Bismarck, North Dakota, through
wholly-owned subsidiaries, provides electric and/or natural gas and propane
distribution service to communities in North Dakota and nearby states, owns
oil and gas interests throughout the United States, offers integrated
construction services, and installs and repairs electric power lines.

Meritage Homes Corporation, headquartered in Scottsdale, Arizona, designs,
builds and sells single-family homes ranging from entry-level to semi-custom
luxury homes. The company operates in Arizona, California and Texas under the
"Hancock Communities," "Legacy Homes," "Meritage Homes" and "Monterey Homes"
names.

Oshkosh Corporation, headquartered in Oshkosh, Wisconsin, is an industrial
machine manufacturing company. The company's products include specialty trucks
and truck bodies for access equipment, fire and emergency, defense and
commercial uses.

PennyMac Financial Services, Inc., headquartered in Westlake Village,
California, is a specialty financial services company. The company provides
mortgage lending and investment management services.

Page 19

Pinnacle West Capital Corporation, headquartered in Phoenix, Arizona, owns
Arizona Public Service Company, an electric utility that provides retail and
wholesale electric service to nearly all of Arizona. The company is engaged in
the generation and distribution of electricity from coal, nuclear, oil, gas
and solar resources.

PulteGroup, Inc., headquartered in Atlanta, Georgia, is a holding company
whose subsidiaries are engaged in homebuilding and financial services
businesses.

Quanta Services, Inc., headquartered in Houston, Texas, is a provider of
specialized contracting services, offering infrastructure solutions to the
gas, oil and electric power industries. The company operates across North
America and internationally.

Reinsurance Group of America, Incorporated, headquartered in Chesterfield,
Missouri, is an insurance holding company that, through its subsidiaries,
provides traditional and non-traditional reinsurance to clients. Products
include individual and group life and health, disability and critical illness
reinsurance, longevity reinsurance, asset-intensive reinsurance and financial
reinsurance.

Reliance Steel & Aluminum Co., headquartered in Los Angeles, California, is a
metals service center company that provides cutting, leveling, sawing,
machining and electropolishing services. The company operates processing and
distribution facilities throughout the United States and worldwide.

Snap-on Incorporated, headquartered in Kenosha, Wisconsin, is a tool
manufacturer. The company develops, manufactures and markets tools, equipment,
diagnostics and system solutions for the professional tool user in various
industries.

Steel Dynamics, Inc., headquartered in Fort Wayne, Indiana, is a manufacturer
of steel products and a metals recycler. The company operates in three
segments: steel operations, metals recycling and steel fabrication.

Universal Health Services, Inc. (Class B), headquartered in King of Prussia,
Pennsylvania, owns and operates acute care hospitals, behavioral health
centers and women's hospitals; and operates/manages surgery and radiation
oncology centers. The company operates throughout the United States and Puerto
Rico.

WestRock Company, headquartered in Atlanta, Georgia, is a materials company.
The company manufactures and markets paper and packaging supplies to consumer
and corrugated markets on several continents.

Xerox Holdings Corporation, headquartered in Norwalk, Connecticut, is a
holding company. Through its subsidiaries, the company designs, develops and
sells document management systems and solutions worldwide.

Small-Cap Growth Strategy Stocks

Alarm.com Holdings, Inc., headquartered in Tysons, Virginia, provides a
platform to make connected home technology broadly accessible to home and
business owners. The company also sells hardware used by its systems,
including cellular radio modules, video cameras, image sensors, thermostats
and other peripherals.

ASGN Incorporated, headquartered in Glen Allen, Virginia, provides short- and
long-term placement of contract, contract-to-hire and direct hire
professionals in the United States and several other countries. The company
operates in four segments: Apex, Oxford, Life Sciences and Physician.

Badger Meter, Inc., headquartered in Milwaukee, Wisconsin, markets and
manufactures flow measurement and control products worldwide. The company's
products include water meters and related technologies as well as products to
measure and control materials flowing through a pipe, such as water, air, oil,
food and beverage and pharmaceuticals in production. The company's products
also have applications in the heating, ventilating and air-conditioning
industries.

Brooks Automation, Inc., headquartered in Chelmsford, Massachusetts, develops,
makes and supplies vacuum central wafer handling systems and modules for the
semiconductor process equipment industry, and provides central substrate
handling systems and modules for the flat panel display manufacturing industry.

CareDx, Inc., headquartered in South San Francisco, California, together with
its subsidiaries, is a molecular diagnostics company. The company is focused
on the discovery, development and commercialization of clinically
differentiated diagnostic surveillance solutions for transplant patients.

Cohen & Steers, Inc., headquartered in New York, New York, together with its
subsidiaries, is a registered investment advisor serving individual and
institutional investors worldwide. The company manages open-end and closed-end
mutual funds, as well as alternative investment strategies.

Page 20

Comfort Systems USA, Inc., headquartered in Houston, Texas, provides
installation, maintenance, repair and replacement services for heating,
ventilation and air conditioning systems. The company's commercial and
industrial markets include retail centers, office buildings, apartment
complexes, hotels, manufacturing plants and government facilities.

Corcept Therapeutics Incorporated, headquartered in Menlo Park, California, is
a pharmaceutical company that discovers and develops drugs for the treatment
of severe psychiatric, oncologic and metabolic disorders.

Crocs, Inc., headquartered in Niwot, Colorado, designs and manufactures casual
lifestyle footwear and accessories. Together with its subsidiaries, the
company develops and markets their products for men, women and children.

Diodes Incorporated, headquartered in Plano, Texas, is an information
technology company. The company manufactures, sells and distributes
application-specific standard products to the semiconductor markets worldwide.

eHealth, Inc., headquartered in Santa Clara, California, provides Internet-
based insurance agency services for individuals, families and small
businesses. The company offers health insurance and Medicare plans and
operates primarily in the United States.

The Ensign Group, Inc., headquartered in Mission Viejo, California, operates
facilities which offer nursing and rehabilitative care services in various
states. The company provides a range of nursing and assisted living services,
physical, occupational and speech therapies, and other rehabilitative and
health care services.

Gibraltar Industries, Inc., headquartered in Buffalo, New York, is a
manufacturer and distributor of building products. The company's products
provide structural and architectural enhancements for residential homes, low-
rise retail, professional buildings, industrial plants, bridges and a wide-
variety of other structures worldwide.

iRobot Corporation, headquartered in Bedford, Massachusetts, designs, develops
and markets robots for consumer, government and industrial markets in the
United States and internationally.

LGI Homes, Inc., headquartered in The Woodlands, Texas, designs and constructs
entry-level, move-up and luxury homes under the Terrata Homes brand name.

Murphy USA Inc., headquartered in El Dorado, Arkansas, operates a chain of
retail stations in the United States. The company's retail stations offer
motor fuel products and convenience merchandise.

National Beverage Corp., headquartered in Fort Lauderdale, Florida, through
its subsidiaries, manufactures and produces a variety of beverage products
primarily in the United States. The company gears its products toward health-
conscious consumers with offerings like sparkling water, energy drinks and
juices, and also sells various soft drinks.

Nu Skin Enterprises, Inc. (Class A), headquartered in Provo, Utah, is a global
direct selling company. The company develops and distributes anti-aging
personal care products and nutritional supplements, and markets its products
in the Americas, Europe and the Asia Pacific region.

Omnicell, Inc., headquartered in Mountain View, California, offers a suite of
clinical infrastructure and workflow automation solutions for healthcare
facilities, including medication dispensing systems, supply automation
systems, and a central pharmacy storage and retrieval system. Other products
include clinical reference tools, an Internet-based procurement application,
and decision support tools.

Pacific Biosciences of California, Inc., headquartered in Menlo Park,
California, is a biotechnology company. The company desgins, develops and
manufactures sequencing systems to help scientists resolve genetically complex
problems.

Power Integrations, Inc., headquartered in San Jose, California, designs,
develops and markets proprietary, high-voltage analog integrated circuits for
use in AC-to-DC power conversion and regulating output voltage and/or current.
The company's products are used in mobile phones, computers, appliances,
electronic utility meters and similar applications.

PS Business Parks, Inc., headquartered in Glendale, California, is a self-
advised and self-managed real estate investment trust. Together with its
subsidiaries, the company engages in the acquisition, development and
operation of commercial properties, primarily multi-tenant flex, office and
industrial space.

Saia, Inc., headquartered in Johns Creek, Georgia, is a transportation company
that provides a variety of trucking transportation and supply chain solutions
to a range of industries, including the retail, chemical and manufacturing
industries.

Page 21

Sprouts Farmers Market, Inc., headquartered in Phoenix, Arizona, is a
specialty retailer of fresh, natural and organic food in the United States.
The company's stores sell produce, bulk foods, vitamins, groceries, meat and
seafood, deli and bakery products, dairy, frozen foods, liquor and natural
health, body care and household products.

SPS Commerce, Inc., headquartered in Minneapolis, Minnesota, is a provider of
on-demand supply chain management solutions through an online hosted software
suite. The company utilizes pre-built integrations to help eliminate on-
premise software and support staff to shorten the supply cycle, optimize
inventory levels and reduce costs.

Stepan Company, headquartered in Northfield, Illinois, engages in the
production and sale of specialty and intermediate chemicals. The company's
products include surfactants used in cleaning products and polymers used in
thermal insulation.

UFP Industries Inc., headquartered in Grand Rapids, Michigan, through its
subsidiaries, designs, manufactures, treats and distributes lumber products
for retail, industrial and construction markets. The company also produces
wood-alternative products.

Virtu Financial, Inc. (Class A), headquartered in New York, New York, provides
liquidity services and market making to the financial markets worldwide. The
company offers a technology platform of quotations to buyers and sellers in
equities, commodities, currencies, options and other securities on various
exchanges, markets and liquidity pools.

Werner Enterprises, Inc., headquartered in Omaha, Nebraska, is a
transportation company engaged in hauling truckload shipments of general
commodities in both interstate and intrastate commerce. The company operates
in two segments, Truckload Transportation Services and Value Added Services.

World Wrestling Entertainment, Inc., headquartered in Stamford, Connecticut,
is a media and entertainment company with offices in the United States, Canada
and the United Kingdom. The company has operations in live wrestling events,
television programming, publishing, licensing, advertising, music and home
video.

Small-Cap Value Strategy Stocks

ALLETE, Inc., headquartered in Duluth, Minnesota, is an energy company.
Together with its subsidiaries, the company generates, transmits, distributes,
markets and trades electrical power for both its retail and wholesale
customers in the upper Midwest.

Avanos Medical Inc., headquartered in Alpharetta, Georgia, provides health and
health care supplies both in the United States and internationally. The
company offers sterile wraps, surgical gowns and face masks, as well as
products focused on pain management solutions.

Big Lots, Inc., headquartered in Columbus, Ohio, engages in the retail of
closeout merchandise in the United States. The company offers a variety of
consumables, seasonal products, furniture, housewares, toys and gifts.

Brighthouse Financial, Inc., headquartered in Charlotte, North Carolina, is an
financial services company. The company provides investment management and
insurance services in the United States.

Central Garden & Pet Company (Class A), headquartered in Walnut Creek,
California, is a marketer and producer of branded products for the pet supply
and the lawn and garden supply markets. The company's pet supplies include
food, toys, carriers and grooming products. Lawn and garden supplies include
seed, herbicides and insecticides, holiday lighting products and other
decorative outdoor products.

CNX Resources Corporation, headquartered in Canonsburg, Pennsylvania, is an
energy services provider. The company explores for and produces natural gas in
the United States.

Commercial Metals Company, headquartered in Irving, Texas, together with its
subsidiaries, manufactures, recycles, markets and distributes steel and metal
products and related materials and services. The company operates a network of
locations throughout the United States and internationally.

Equity Commonwealth, headquartered in Chicago, Illinois, is a self-managed
real estate investment trust that owns and leases commercial office buildings
and senior housing properties throughout the United States.

First Interstate BancSystem, Inc., headquartered in Billings, Montana,
operates as the bank holding company for First Interstate Bank that provides
commercial and consumer banking services in communities located in Montana,
Wyoming and western South Dakota.

Page 22

Graham Holdings Company, headquartered in Arlington, Virginia, is a
diversified media organization. The company's operations include newspaper
publishing, television broadcasting, educational services and magazine
publishing.

Hilltop Holdings Inc., headquartered in Dallas, Texas, is a holding company
engaged in making opportunistic acquisitions or effecting business
combinations. The company, through its subsidiary, also provides fire and
homeowners insurance to low value dwellings primarily in Texas and other areas
of the southern United States.

Hub Group, Inc., headquartered in Oak Brook, Illinois, is an intermodal
marketing company and a full-service transportation provider. The company
offers intermodal, truck brokerage and comprehensive logistics services.

Insight Enterprises, Inc., headquartered in Tempe, Arizona, sells
microcomputers, peripherals and software mainly to small and medium-sized
businesses and government clients worldwide. The company deploys and manages
technology solutions to assist clients in managing and securing their
information technology environments.

KB Home, headquartered in Los Angeles, California, constructs and sells a
variety of residential properties in several states, primarily targeting first-
time and move-up homebuyers.

M.D.C. Holdings, Inc., headquartered in Denver, Colorado, builds and sells
single-family homes in Colorado, Arizona, California, Maryland, Nevada and
Virginia. The company also originates mortgage loans primarily for its home
buyers.

ManTech International Corporation, headquartered in Herndon, Virginia,
delivers a variety of information technology and technical services to United
States federal government customers. The company focuses on critical national
defense programs for the intelligence community and the Department of Defense.
The company designs, develops and operates enterprise information technology
and communication systems and infrastructures.

MasTec, Inc., headquartered in Coral Gables, Florida, is a specialty
contractor. The company procures, engineers, constructs and maintains the
infrastructures that allow electric transmission and distribution, natural gas
and oil pipeline, and communications companies to facilitate the production
and delivery of their products to their customers.

ONE Gas, Inc., headquartered in Tulsa, Oklahoma, provides gas and oil services
to residential, commercial, industrial, transportation and wholesale industries.

Otter Tail Corporation, headquartered in Fergus Falls, Minnesota, through its
subsidiaries, operates in four business segments: electric, manufacturing,
construction and plastics. The electric segment includes the production, sale
and transmission of energy in Minnesota, North Dakota and South Dakota. The
manufacturing segment specializes in metal fabrication and production of
custom plastic parts and PVC pipe with customers across the United States and
Canada.

Portland General Electric Company, headquartered in Portland, Oregon, is an
electric utility that generates, purchases, transmits, distributes and sells
electricity in Oregon. The company also sells energy to wholesale customers
throughout the western United States.

Radian Group Inc., headquartered in Philadelphia, Pennsylvania, through its
subsidiary, provides private mortgage insurance coverage on residential
mortgage loans. The company offers its services to mortgage lending
institutions in the United States.

Renewable Energy Group, Inc., headquartered in Ames, Iowa, is an alternative
energy solutions provider. The company offers engineering consulting services
for bio-diesel production operations and for distribution of refined biodiesel
products throughout the United States.

Rush Enterprises, Inc. (Class A), headquartered in New Braunfels, Texas,
operates as a retailer of transportation and construction equipment. The
company also provides parts, maintenance and related services.

Sanmina Corporation, headquartered in San Jose, California, makes complex
printed circuit board assemblies, custom-designed backplane assemblies and
subassemblies, multilayer printed circuit boards and custom cable and wire
harness assemblies; and tests and assembles electronic sub-systems and systems.

Simmons First National Corporation, headquartered in Pine Bluff, Arkansas,
through its subsidiaries, provides a range of banking products and services to
individual and corporate customers in Arkansas, Missouri and Kansas. The
company's products include checking and savings accounts, time deposits,
commercial and consumer loans, and investment services.

Page 23

Telephone and Data Systems, Inc., headquartered in Chicago, Illinois, is a
diversified telecommunications services company with wireless and wireline
services throughout the United States. The company also provides equipment and
repair services.

TRI Pointe Group, Inc., headquartered in Irvine, California, designs,
constructs and sells several brands of single-family homes in the United
States. The company also develops and sells land and lots.

UniFirst Corporation, headquartered in Wilmington, Massachusetts, together
with its subsidiaries, provides workplace uniforms and specialized protective
work wear clothing in the United States, Canada and Europe. The company also
provides first aid cabinet services and other safety supplies.

United States Cellular Corporation, headquartered in Chicago, Illinois, is a
communication services company. The company owns, operates and invests in
cellular telephone systems throughout the United States.

Vishay Intertechnology, Inc., headquartered in Malvern, Pennsylvania, makes
and supplies passive electronic components, including resistors, capacitors
and inductors, used in a broad range of products containing electronic
circuitry.

International Strategy Stocks

Accenture Plc, headquartered in Dublin, Ireland, is a professional services
company. The company provides management consulting, technology services, and
outsourcing services to clients to improve the client's business performance.

Air Liquide S.A. (ADR), headquartered in Paris, France, is engaged in
providing gases for use in industrial, health, and environmental businesses.
The company, through its subsidiaries, provides materials, services and
equipment for a wide array of industries.

Atlas Copco AB (ADR), headquartered in Stockholm, Sweden, engages in the
development, manufacture and marketing of air and gas compressors, air dryers,
after coolers and related products and provides equipment rentals.

The Bank of Nova Scotia, headquartered in Toronto, Canada, is a financial
institution providing a range of financial services in Canada, Asia, the
Caribbean, Central and Latin America, the United States and Mexico. The
company offers commercial, retail, corporate, international, and private
banking services and products.

Barrick Gold Corporation, headquartered in Toronto, Canada, is engaged in the
production and sale of gold and copper, including related mining activities
such as exploration, development, mining and processing. The company has
operating mines and projects located in Canada and globally.

BHP Group Ltd (ADR), incorporated in the United Kingdom and headquartered in
Melbourne, Australia, operates as an international diversified natural
resources company. The company explores for, develops and markets petroleum,
potash, aluminum, nickel, manganese ore and alloys, copper, silver and lead,
among other resources. The company serves various utilities, steel producers
and industrial users.

CSL Limited (ADR), headquartered in Parkville, Australia, develops,
manufactures and markets human pharmaceutical and diagnostic products derived
from human plasma. The company's products include pediatric and adult
vaccines, infection and pain medicine, antivenoms, anticoagulants, skin
disorder remedies and immunoglobulins.

Hoya Corporation (ADR), headquartered in Tokyo, Japan, is a manufacturing
company. The company is engaged in the manufacture and sale of healthcare,
electronic and image related products.

Iberdrola S.A. (ADR), headquartered in Bilbao, Spain, generates, distributes,
trades and markets electricity in North America, Latin America and Europe. The
company specializes in clean energy using renewable sources, including onshore
and offshore wind, hydro, solar thermal and photovoltaic.

Industria de Diseno Textil, S.A. (ADR), headquartered in Arteixo, Spain,
designs, manufactures and distributes apparel. The company operates retail
chains in Europe, the Americas, Asia and Africa.

KDDI Corporation (ADR), headquartered in Tokyo, Japan, together with its
subsidiaries, provides telecommunication services in Japan and globally. The
company offers mobile communication services, electronic money services, cloud-
based solutions for small and mid-sized businesses, and data center services.

Kering (ADR), headquartered in Paris, France, is a luxury fashion company. The
company manufactures and sells a wide range of products in retail stores
worldwide.

Page 24

L'Oreal S.A. (ADR), headquartered in Clichy, France, along with its
subsidiaries, creates and sells various cosmetics products for men and women.

lululemon athletica inc., incorporated in the United States and headquartered
in Vancouver, Canada, is a designer and retailer of athletic apparel and
accessories for women and men. The company's yoga-inspired apparel is
primarily marketed in North America, Australia and New Zealand.

Medtronic Plc, incorporated in Ireland and dually headquartered in Dublin,
Ireland and Minneapolis, Minnesota, makes and sells implantable cardiac
pacemakers, implantable and external defibrillators, heart valves, and other
vascular, cardiac and neurological products.

Murata Manufacturing Co. Ltd. (ADR), headquartered in Kyoto, Japan, is engaged
in the development and manufacturing and sales of components for electronic
modules, power supplies and other related products.

Nestle S.A. (ADR), headquartered in Vevey, Switzerland, is that country's
largest industrial company, as well as the world's largest food company. The
company's subsidiaries produce and sell beverages, milk products, culinary
products, frozen food, chocolate, ready-to-eat dishes, refrigerated products,
food service products, pet food, pharmaceuticals and cosmetics.

Nintendo Co., Ltd. (ADR), headquartered in Kyoto, Japan, together with its
subsidiaries, manufactures and markets home-use video games globally. The
company also produces related software used in conjunction with its television-
compatible entertainment systems.

Nippon Telegraph and Telephone Corporation (ADR), headquartered in Tokyo,
Japan, provides various telecommunication services, including data
communication, telephone, telegraph, leased circuits, terminal equipment
sales, and related services. The company supplies both local and long distance
telephone services within Japan.

Novo Nordisk A/S (ADR), headquartered in Bagsvaerd, Denmark, is a health care
company that specializes in products for the treatment of diabetes, as well as
products in the areas of coagulation disorders, human growth hormones and
hormone replacement.

Rio Tinto Plc (ADR), headquartered in London, England, is engaged in finding,
mining and processing the earth's mineral resources. The company's major
products include aluminum, copper, diamonds, energy products (coal and
uranium), gold, industrial minerals (borax, titanium dioxide, salt, talc and
zircon) and iron ore.

Roche Holding AG (ADR), headquartered in Basel, Switzerland, develops and
manufactures pharmaceutical and chemical products. The company produces
prescription and non-prescription drugs, fine chemicals, vitamins and
diagnostic equipment. The company manufactures and distributes its products
worldwide.

Sanofi (ADR), headquartered in Paris, France, is engaged in the development
and manufacture of prescription pharmaceuticals in four main therapeutic
categories: Cardiovascular/Thrombosis, Central Nervous System, Internal
Medicine and Oncology.

Schneider Electric SE (ADR), headquartered in Rueil-Malmaison, France, is a
manufacturer of power distribution and automation systems. The company's
products include circuit breakers, switches, meters, critical information
products, cybersecurity solutions, field services and IT consulting.

Shin-Etsu Chemical Co., Ltd. (ADR), headquartered in Tokyo, Japan, produces
and distributes synthetic resins and other chemical products such as
fertilizers. The company also manufactures electronic materials such as
semiconductor silicon, and synthetic and rare earth quartz.

Sony Corporation (ADR), headquartered in Tokyo, Japan, designs, develops,
manufactures and markets electronic equipment and devices for the consumer,
professional and industrial markets. Products include audio/video equipment
for home and car, DVD players/recorders, game consoles, computers and computer
peripherals. The company is also engaged in the entertainment and music
publishing businesses.

Tokyo Electron Limited (ADR), headquartered in Minato-Ku, Japan, manufactures
and sells industrial electronics products, such as semiconductor manufacturing
machines, flat panel display (FPD) manufacturing machine, photo voltaic (PV)
manufacturing machine, and electronic components. The company's products are
sold in Japan, the United States and Taiwan.

Toyota Motor Corporation (ADR), headquartered in Toyota City, Japan,
manufactures, sells, leases and repairs passenger automobiles, trucks and
buses in Japan and internationally. The company also builds homes and pleasure
boats, and develops intelligent transportation systems such as radar cruise
control and electronic toll collection.

Page 25

Volkswagen AG (ADR), headquartered in Wolfsburg, Germany, manufactures and
sells vehicles. The company offers economy and luxury automobiles, sports
cars, trucks and commercial vehicles, serving customers globally.

Zurich Insurance Group AG (ADR), headquartered in Zurich, Switzerland, is an
insurance-based financial services provider with operations in North America
and Europe, as well as in Asia Pacific, Latin America and other markets.

We have obtained the foregoing company descriptions from third-party sources
we deem reliable.

Page 26

Undertakings

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.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to Rule 484 under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

CONTENTS OF REGISTRATION STATEMENT

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.

This Registration Statement on Form S-6 comprises the following papers and documents:

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 8927, 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 October 13, 2020.

FT 8927

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** ) October 13, 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 8880 (File No. 333-240230) 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

1.1

Standard Terms and Conditions of Trust for FT 4484 and certain subsequent Series, effective November 6, 2013 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor and FTP Services LLC, as FTPS Unit Servicing Agent (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-191558] filed on behalf of FT 4484).

1.1.1

Trust Agreement for FT 8927 and certain subsequent Series, effective October 13, 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.

1.2

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).

1.3

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).

1.4

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).

1.5

By-Laws of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).

1.6

Underwriter Agreement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42755] filed on behalf of The First Trust Special Situations Trust, Series 19).

2.2

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

S-5

3.1

Opinion of counsel as to legality of securities being registered.

4.1

Consent of First Trust Advisors L.P.

4.2

Consent of Independent Registered Public Accounting Firm.

6.1

List 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).

7.1

Powers 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. 333-240230] filed on behalf of FT 8880).

S-6