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

 



Registration No. 333-249843

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 9061

 

B.       Name of depositor:

 

FIRST TRUST PORTFOLIOS L.P.

 

C.       Complete address of depositor's principal executive offices:

 

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

 

D.       Name and complete address of agents for service:

 

  Copy to:
   
JAMES A. BOWEN ERIC F. FESS
c/o First Trust Portfolios L.P. c/o Chapman and Cutler LLP
120 East Liberty Drive 111 West Monroe Street
Suite 400 Chicago, Illinois 60603
Wheaton, Illinois  60187  

 

E.       Title and Amount of Securities Being Registered:

 

An indefinite number of Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended.

 

F.       Approximate date of proposed sale to public:

 

As soon as practicable after the effective date of the Registration Statement.

 

|X|Check box if it is proposed that this filing will become effective on December 23, 2020 at 2:00 p.m. pursuant to Rule 487.

________________________________



            International Capital Strength Portfolio, Series 49
                SMid Capital Strength Portfolio, Series 49

                                  FT 9061

FT 9061 is a series of a unit investment trust, the FT Series. FT 9061
consists of two separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust invests in a diversified portfolio
of common stocks ("Securities") issued by companies in the investment
focus for which each Trust is named. Each Trust seeks above-average
capital appreciation.

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 December 23, 2020


Page 1


                               Table of Contents

Summary of Essential Information                                      3
Fee Table                                                             4
Report of Independent Registered Public Accounting Firm               5
Statements of Net Assets                                              6
Schedules of Investments                                              7
The FT Series                                                        12
Portfolios                                                           13
Risk Factors                                                         14
Public Offering                                                      17
Distribution of Units                                                19
The Sponsor's Profits                                                20
The Secondary Market                                                 21
How We Purchase Units                                                21
Expenses and Charges                                                 21
Tax Status                                                           22
Retirement Plans                                                     24
Rights of Unit Holders                                               24
Income and Capital Distributions                                     24
Redeeming Your Units                                                 25
Removing Securities from a Trust                                     26
Amending or Terminating the Indenture                                27
Information on the Sponsor, Trustee  and Evaluator                   28
Other Information                                                    29

Page 2


                  Summary of Essential Information (Unaudited)

                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 2020


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



                                                                                   International          SMid Capital
                                                                                   Capital                Strength
                                                                                   Strength               Portfolio, Series 49
                                                                                   Portfolio, Series 49
                                                                                   ____________________   ____________________
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1)                                  1/170,976             1/141,810
Public Offering Price:
Public Offering Price per Unit (2)                                                     $    10.000           $    10.000
   Less Initial Sales Charge per Unit (3)                                                    (.000)                (.000)
                                                                                       ___________           ___________
Aggregate Offering Price Evaluation of Securities per Unit (4)                              10.000                10.000
   Less Deferred Sales Charge per Unit (3)                                                   (.225)                (.225)
                                                                                       ___________           ___________
Redemption Price per Unit (5)                                                                9.775                 9.775
   Less Creation and Development Fee per Unit (3)(5)                                         (.050)                (.050)
   Less Organization Costs per Unit (5)                                                      (.023)                (.023)
                                                                                       ___________           ___________
Net Asset Value per Unit                                                               $     9.702           $     9.702
                                                                                       ===========           ===========
Cash CUSIP Number                                                                       30317D 320            30317D 361
Reinvestment CUSIP Number                                                               30317D 338            30317D 379
Fee Account Cash CUSIP Number                                                           30317D 346            30317D 387
Fee Account Reinvestment CUSIP Number                                                   30317D 353            30317D 395
Pricing Line Product Code                                                                   133606                133626
Ticker Symbol                                                                               FNBSRX                FKVTZX

First Settlement Date                             December 28, 2020
Mandatory Termination Date (6)                    December 23, 2022
Income Distribution Record Date                   Tenth day of each June and December, commencing June 10, 2021.
Income Distribution Date (7)                      Twenty-fifth day of each June and December, commencing June 25, 2021.

_____________

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

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

(3) You will pay a maximum sales charge of 2.75% of the Public Offering
Price per Unit (equivalent to 2.75% 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 will be deducted from the assets of a
Trust at the end of the initial offering period and the estimated
organization costs per Unit will be deducted from the assets of a Trust at
the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period. If Units are redeemed prior to any such
reduction, 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 Income and Capital
Accounts, as determined at the semi-annual Record Date, semi-annually on
the twenty-fifth day of each June and December to Unit holders of record
on the tenth day of such months. However, the Trustee will only distribute
money in the Capital Account if the amount available for distribution from
that account equals at least $1.00 per 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 a Trust. See "Public
Offering" and "Expenses and Charges." Although each Trust has a term of
approximately two years, and each is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.




                                                                            International Capital
                                                                            Strength Portfolio,          SMid Capital Strength
                                                                            Series 49                    Portfolio, Series 49
                                                                            _____________________        _____________________
                                                                                         Amount                      Amount
                                                                                         per Unit                    per Unit
                                                                                         ________                    ________

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

Maximum Sales Charge
  Initial sales charge                                                        0.00%(a)     $.000          0.00%(a)     $.000
  Deferred sales charge                                                       2.25%(b)     $.225          2.25%(b)     $.225
  Creation and development fee                                                0.50%(c)     $.050          0.50%(c)     $.050
                                                                              _____        _____          _____        _____
  Maximum sales charge (including creation and development fee)               2.75%        $.275          2.75%        $.275
                                                                              =====        =====          =====        =====

Organization Costs (as a percentage of public offering price)
  Estimated organization costs                                                .230%(d)     $.0230         .230%(d)     $.0230
                                                                              =====        ======         =====        ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
  Portfolio supervision, bookkeeping, administrative and
     evaluation fees                                                          .080%        $.0080         .080%        $.0080
  Trustee's fee and other operating expenses                                  .138%(f)     $.0138         .138%(f)     $.0138
                                                                              _____        ______         _____        ______
      Total                                                                   .218%        $.0218         .218%        $.0218
                                                                              =====        ======         =====        ======

                                  Example

This example is intended to help you compare the cost of investing in the
Trusts with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown.
The example also assumes a 5% return on your investment each year and that
your Trust's operating expenses stay the same. The example does not take
into consideration transaction fees which may be charged by certain
broker/dealers for processing redemption requests. Although your actual
costs may vary, based on these assumptions your costs, assuming you sell
or redeem your Units at the end of each period, would be:

                                                                           1 Year         2 Years
                                                                           ______         _______
International Capital Strength Portfolio, Series 49 ....................   $320            $342
SMid Capital Strength Portfolio, Series 49 .............................   $320            $342

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

_____________

(a) The combination of the initial and deferred sales charge comprises
what we refer to as the "transactional sales charge." The initial sales
charge is actually equal to the difference between the maximum sales
charge of 2.75% 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 $.225 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 April 20, 2021.

(c) The creation and development fee compensates the Sponsor for creating
and developing the Trusts. The creation and development fee is a charge of
$.050 per Unit collected at the end of the initial offering period, which
is expected to be approximately three months from the Initial Date of
Deposit. If the price you pay for your Units exceeds $10 per Unit, the
creation and development fee will be less than 0.50%; if the price you pay
for your Units is less than $10 per Unit, the creation and development fee
will exceed 0.50%. 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 a
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period. Estimated organization costs are
assessed on a fixed dollar amount per Unit basis which, as a percentage of
average net assets, will vary over time.

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

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

Page 4


                             Report of Independent
                       Registered Public Accounting Firm




To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 9061

Opinion on the Statements of Net Assets

We have audited the accompanying statements of net assets of FT 9061,
comprising International Capital Strength Portfolio, Series 49 and SMid
Capital Strength Portfolio, Series 49 (the "Trusts"), one of the series
constituting the FT Series, including the schedules of investments, as of
the opening of business on December 23, 2020 (Initial Date of Deposit),
and the related notes. In our opinion, the statements of net assets
present fairly, in all material respects, the financial position of each
of the Trusts constituting FT 9061 as of the opening of business on
December 23, 2020 (Initial Date of Deposit), in conformity with accounting
principles generally accepted in the United States of America.

Basis for Opinion

These statements of net assets are the responsibility of the Trusts'
Sponsor. Our responsibility is to express an opinion on the Trusts'
statements of net assets based on our audits. 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
Trusts 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 audits 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 statements of net assets are free
of material misstatement, whether due to error or fraud. The Trusts are
not required to have, nor were we engaged to perform, an audit of their
internal control over financial reporting. As part of our audits 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 Trusts' internal control over financial reporting.
Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material
misstatement of the statements 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 statements of net assets. Our audits also
included evaluating the accounting principles used and significant
estimates made by the Trusts' Sponsor, as well as evaluating the overall
presentation of the statements of net assets. Our procedures included
confirmation of the irrevocable letter of credit held by The Bank of New
York Mellon, the Trustee, and allocated among the Trusts for the purchase
of securities, as shown in the statements of net assets, as of the opening
of business on December 23, 2020, by correspondence with the Trustee. We
believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
December 23, 2020

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


Page 5


                            Statements of Net Assets

                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 2020



                                                                                         International          SMid Capital
                                                                                         Capital Strength       Strength
                                                                                         Portfolio, Series 49   Portfolio, Series 49
                                                                                         ____________________   ____________________
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)                          $170,976               $141,810
Less liability for reimbursement to Sponsor for organization costs (3)                          (393)                  (326)
Less liability for deferred sales charge (4)                                                  (3,847)                (3,191)
Less liability for creation and development fee (5)                                             (855)                  (709)
                                                                                            ________               ________
Net assets                                                                                  $165,881               $137,584
                                                                                            ========               ========

Units outstanding                                                                             17,098                 14,181
Net asset value per Unit (6)                                                                $  9.702               $  9.702

ANALYSIS OF NET ASSETS
Cost to investors (7)                                                                       $170,976               $141,810
Less maximum sales charge (7)                                                                 (4,702)                (3,900)
Less estimated reimbursement to Sponsor for organization costs (3)                              (393)                  (326)
                                                                                            ________               ________
Net assets                                                                                  $165,881               $137,584
                                                                                            ========               ========

_____________

                     NOTES TO STATEMENTS OF NET ASSETS

Each 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. Each 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) Each Trust invests in a diversified portfolio of common stocks.
Aggregate cost of the Securities listed under "Schedule of Investments"
for each Trust is based on their aggregate underlying value. Each Trust
has a Mandatory Termination Date of December 23, 2022.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon,
of which approximately $400,000 has been allocated $200,000 each between
the two Trusts in FT 9061, has been deposited with the Trustee as
collateral, covering the monies necessary for the purchase of the
Securities according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0230 per
Unit for each Trust. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public Offering
Price will be reimbursed to the Sponsor and deducted from the assets of
such Trust.

(4) Represents the amount of mandatory deferred sales charge distributions
of $.225 per Unit for each Trust, payable to the Sponsor in three equal
monthly installments beginning on April 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 June 18, 2021. If Unit holders redeem
their Units before June 18, 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 for each Trust) is
payable by a Trust on behalf of Unit holders out of assets of a Trust at
the end of the initial offering period. If Units are redeemed prior to the
close of the initial offering period, the fee will not be deducted from
the proceeds.

(6) Net asset value per Unit is calculated by dividing a Trust's net
assets by the number of Units outstanding. This figure includes
organization costs and the creation and development fee, which will only
be assessed to Units outstanding at the earlier of six months after the
Initial Date of Deposit or the end of the initial offering period in the
case of organization costs or the close of the initial offering period in
the case of the creation and development fee.

(7) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge, a deferred sales charge and the
creation and development fee) computed at the rate of 2.75% of the Public
Offering Price per Unit (equivalent to 2.75% 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


                            Schedules of Investments

              International Capital Strength Portfolio, Series 49
                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 2020



                                                                             Percentage                 Market      Cost of
Ticker Symbol and                                                           of Aggregate      Number   Value per Securities to
Name of Issuer of Securities (1)(3)(4)+                                    Offering Price   of Shares    Share   the Trust (2)
_______________________________________                                   ______________    _________  _________ _____________
COMMON STOCKS (100.00%):
Australia (6.66%):
BHP        BHP Group Ltd (ADR) (5)                                             3.33%             88     $ 64.63     $ 5,687
CSLLY      CSL Limited (ADR)                                                   3.33%             52      109.59       5,699
Canada (3.31%):
CNI        Canadian National Railway Company                                   3.31%             52      108.87       5,661
China (13.32%):
BABA       Alibaba Group Holding Limited (ADR) (5) *                           3.29%             22      255.83       5,628
JD         JD.com, Inc. (ADR) (5) *                                            3.34%             69       82.79       5,713
NTES       NetEase, Inc. (ADR) (5)                                             3.35%             62       92.50       5,735
TCEHY      Tencent Holdings Limited (ADR) (5)                                  3.34%             78       73.29       5,717
Denmark (6.69%):
GMAB       Genmab A/S (ADR) *                                                  3.34%            143       39.99       5,719
NVO        Novo Nordisk A/S (ADR)                                              3.35%             81       70.62       5,720
France (3.33%):
SNY        Sanofi (ADR)                                                        3.33%            119       47.81       5,689
India (3.34%):
INFY       Infosys Limited (ADR)                                               3.34%            344       16.58       5,704
Ireland (19.98%):
ACN        Accenture Plc                                                       3.34%             22      259.47       5,708
AON        AON Plc                                                             3.30%             27      209.23       5,649
APTV       Aptiv Plc                                                           3.36%             46      125.04       5,752
EXPGY      Experian Plc (ADR)                                                  3.33%            151       37.73       5,697
ICLR       ICON Plc *                                                          3.30%             29      194.39       5,637
TT         Trane Technologies Plc                                              3.35%             40      143.00       5,720
Israel (3.36%):
CHKP       Check Point Software Technologies Ltd. *                            3.36%             43      133.42       5,737

Page 7


                       Schedule of Investments (cont'd.)

              International Capital Strength Portfolio, Series 49
                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 2020




                                                                             Percentage                 Market      Cost of
Ticker Symbol and                                                           of Aggregate      Number   Value per Securities to
Name of Issuer of Securities (1)(3)(4)+                                    Offering Price   of Shares    Share   the Trust (2)
_______________________________________                                    ______________   _________  _________ _____________
Japan (9.97%):
NTDOY      Nintendo Co., Ltd. (ADR)                                            3.32%             73     $ 77.65    $  5,668
SNE        Sony Corporation (ADR)                                              3.31%             58       97.46       5,653
TOELY      Tokyo Electron Limited (ADR)                                        3.34%             66       86.60       5,716
The Netherlands (3.34%):
ASML       ASML Holding N.V.                                                   3.34%             12      476.18       5,714
Sweden (3.34%):
ERIC       Telefonaktiebolaget LM Ericsson (ADR)                               3.34%            484       11.78       5,702
Switzerland (13.34%):
GRMN       Garmin Ltd.                                                         3.34%             48      119.14       5,719
LOGI       Logitech International S.A.                                         3.33%             60       95.02       5,701
NSRGY      Nestle S.A. (ADR)                                                   3.34%             50      114.21       5,710
RHHBY      Roche Holding AG (ADR)                                              3.33%            133       42.83       5,696
Taiwan (3.34%):
TSM        Taiwan Semiconductor Manufacturing Company Ltd. (ADR)               3.34%             55      103.94       5,717
United Kingdom (6.68%):
RIO        Rio Tinto Plc (ADR)                                                 3.35%             76       75.29       5,722
UL         Unilever Plc (ADR)                                                  3.33%             98       58.02       5,686
                                                                             _______                               ________
                 Total Investments                                           100.00%                               $170,976
                                                                             =======                               ========

_____________


See "Notes to Schedules of Investments" on page 11.

Page 8


                            Schedule of Investments

                   SMid Capital Strength Portfolio, Series 49
                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 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 (100.00%):
Consumer Discretionary (20.04%):
BC       Brunswick Corporation                                                 2.50%             43     $ 82.59    $  3,551
DECK     Deckers Outdoor Corporation *                                         2.49%             12      293.96       3,528
GNTX     Gentex Corporation                                                    2.50%            105       33.81       3,550
HELE     Helen of Troy Limited +*                                              2.54%             16      224.93       3,599
IBP      Installed Building Products, Inc. *                                   2.47%             32      109.49       3,504
OLLI     Ollie's Bargain Outlet Holdings, Inc. *                               2.50%             43       82.30       3,539
BLD      TopBuild Corp. *                                                      2.52%             18      198.78       3,578
YETI     YETI Holdings, Inc. *                                                 2.52%             48       74.32       3,567
Consumer Staples (4.98%):
CASY     Casey's General Stores, Inc.                                          2.51%             20      177.64       3,553
MED      Medifast, Inc.                                                        2.47%             18      194.65       3,504
Energy (2.51%):
REGI     Renewable Energy Group, Inc. *                                        2.51%             45       79.01       3,555
Financials (5.09%):
EVR      Evercore Inc.                                                         2.52%             33      108.10       3,567
FDS      FactSet Research Systems Inc.                                         2.57%             11      331.00       3,641
Health Care (17.31%):
AMED     Amedisys, Inc. *                                                      2.44%             12      288.91       3,467
TECH     Bio-Techne Corporation                                                2.49%             11      320.56       3,526
CRL      Charles River Laboratories International, Inc. *                      2.49%             14      252.62       3,537
MASI     Masimo Corporation *                                                  2.44%             13      266.59       3,466
MOH      Molina Healthcare, Inc. *                                             2.47%             17      205.73       3,497
PRAH     PRA Health Sciences, Inc. *                                           2.50%             29      122.03       3,539
UTHR     United Therapeutics Corporation *                                     2.48%             24      146.35       3,512
Industrials (20.07%):
GNRC     Generac Holdings Inc. *                                               2.56%             16      227.31       3,637
HUBB     Hubbell Incorporated                                                  2.45%             22      157.88       3,473
LECO     Lincoln Electric Holdings, Inc.                                       2.50%             30      118.39       3,552
MTZ      MasTec, Inc. *                                                        2.52%             52       68.80       3,578

Page 9



                       Schedule of Investments (cont'd.)

                   SMid Capital Strength Portfolio, Series 49

                                    FT 9061


  At the Opening of Business on the Initial Date of Deposit-December 23, 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 (100.00%):
Industrials (cont'd.):
NDSN     Nordson Corporation                                                   2.52%              18   $ 198.64    $  3,576
TKR      The Timken Company                                                    2.48%              46      76.41       3,515
TTC      The Toro Company                                                      2.53%              38      94.23       3,581
UFPI     UFP Industries Inc.                                                   2.51%              64      55.55       3,555
Information Technology (25.00%):
ALRM     Alarm.com Holdings, Inc. *                                            2.47%              35     100.30       3,510
CIEN     Ciena Corporation *                                                   2.50%              68      52.19       3,549
ENPH     Enphase Energy, Inc. *                                                2.50%              20     177.27       3,545
EVTC     EVERTEC, Inc.                                                         2.49%              89      39.65       3,529
FICO     Fair Isaac Corporation *                                              2.54%               7     515.62       3,609
EGOV     NIC Inc.                                                              2.50%             135      26.22       3,540
QLYS     Qualys, Inc. *                                                        2.48%              28     125.48       3,513
SEDG     SolarEdge Technologies, Inc. +*                                       2.50%              11     322.52       3,548
SYNA     Synaptics Incorporated *                                              2.50%              43      82.53       3,549
TRMB     Trimble Inc. *                                                        2.52%              54      66.18       3,574
Materials (5.00%):
BCC      Boise Cascade Company                                                 2.49%              72      49.06       3,532
RPM      RPM International Inc.                                                2.51%              40      89.12       3,565
                                                                             _______                               ________
               Total Investments                                             100.00%                               $141,810
                                                                             =======                               ========

_____________

See "Notes to Schedules of Investments" on page 11.

Page 10


                     NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. The Sponsor entered into purchase contracts
for the Securities on December 23, 2020. Such purchase contracts are
expected to settle within two business days.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the ask
prices of the over-the-counter traded Securities at the Evaluation Time on
the business day preceding the Initial Date of Deposit). The cost of
Securities to a 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," each Trust's investments are classified as Level 1,
which refers to securities traded in an active market. The cost of the
Securities to the Sponsor and the Sponsor's loss (which is the difference
between the cost of the Securities to the Sponsor and the cost
of the Securities to a Trust) are set forth below:

                                                                   Cost of
                                                                  Securities        Profit
                                                                  to Sponsor        (Loss)
                                                                  __________        ______
International Capital Strength Portfolio, Series 49               $171,947          $(971)
SMid Capital Strength Portfolio, Series 49                         142,608           (798)

(3) Companies in the International Capital Strength Portfolio, Series 49
are categorized by the countries in which their corporate headquarters are
located. Common stocks of companies headquartered or incorporated outside
the United States comprise 100.00% of the investments of the International
Capital Strength Portfolio, Series 49 and approximately 5.04% of the
investments of the SMid Capital Strength Portfolio, Series 49 (consisting
of Bermuda, 2.54% and Israel, 2.50%).

(4) Securities of companies in the following sectors comprise the
approximate percentages of the investments of the International Capital
Strength Portfolio, Series 49 as indicated:
Communication Services, 10.01%; Consumer Discretionary, 16.64%; Consumer
Staples, 6.67%; Financials, 3.30%; Health Care, 19.98%; Industrials,
9.99%; Information Technology, 26.73% and Materials, 6.68%

(5) This Security represents the common stock of a company incorporated in
a country other than the country in which it is headquartered.

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

* This Security represents a non-income producing security.

Page 11


                       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 9061,
consists of two separate portfolios set forth below:

- International Capital Strength Portfolio, Series 49

- SMid Capital Strength Portfolio, Series 49

Each Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This
agreement, entered into among First Trust Portfolios L.P., as Sponsor, The
Bank of New York Mellon as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trusts.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
SPONSOR AT 800-621-1675, DEPT. CODE 2.

How We Created the Trusts.

On the Initial Date of Deposit, we deposited portfolios of common stocks
with the Trustee and, in turn, the Trustee delivered documents to us
representing our ownership of the Trusts in the form of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities in
a Trust, or cash (including a letter of credit or the equivalent) with
instructions to buy more Securities, to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit (as set forth in "Schedule of Investments" for
each Trust), adjusted to reflect the sale, redemption or liquidation of
any of the Securities or any stock split or a merger or other similar
event affecting the issuer of the Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, on a market value basis, will also change daily.
The portion of Securities represented by each Unit will not change as a
result of the deposit of additional Securities or cash in a Trust. If we
deposit cash, you and new investors may experience a dilution of your
investment. This is because prices of Securities will fluctuate between
the time of the cash deposit and the purchase of the Securities, and
because the Trusts pay the associated brokerage fees. To reduce this
dilution, the Trusts will try to buy the Securities as close to the
Evaluation Time and as close to the evaluation price as possible. In
addition, because the Trusts pay the brokerage fees associated with the
creation of new Units and with the sale of Securities to meet redemption
and exchange requests, frequent redemption and exchange activity will
likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, 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 Trusts, which may include broker/dealers who
sell Units of the Trusts. We do not consider sales of Units of the Trusts
or any other products sponsored by First Trust as a factor in selecting
such broker/dealers.

We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Securities may be periodically sold
under certain circumstances to satisfy Trust obligations, to meet
redemption requests and, as described in "Removing Securities from a
Trust," to maintain the sound investment character of a Trust, and the
proceeds received by a Trust will be used to meet Trust obligations or
distributed to Unit holders, but will not be reinvested. However,
Securities will not be sold to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if they
no longer meet the criteria by which they were selected. You will not be
able to dispose of or vote any of the Securities in the Trusts. As the
holder of the Securities, the Trustee will vote the Securities and, except
as described in "Removing Securities from a 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 a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and transactional sales charge
resulting from the failed contract on the next Income Distribution Date.
Any Replacement Security a Trust acquires will be identical to those from
the failed contract.

Page 12


                        Portfolios

International Capital Strength Portfolio.

Objective.

The International Capital Strength Portfolio seeks above-average capital
appreciation. The International Capital Strength Portfolio is concentrated
in stocks of the industry or group of industries comprising the
information technology sector.

Portfolio Selection Process.

The companies selected for the International Capital Strength Portfolio
have been researched and evaluated using database screening techniques,
fundamental analysis, and the judgment of the Sponsor's research analysts.
Through our selection process we seek to find the stocks that we believe
have the best prospects for above-average capital appreciation.

Identify the Universe. We begin by selecting stocks of foreign companies
that trade on a U.S. stock exchange either directly or through an American
Depositary Receipt/ADR.

Screen for Financial Strength. We then evaluate companies based on
multiple factors, including the following as of the date the portfolio was
selected:

- Market Capitalization greater than $5 billion;

- Long-Term Debt/Market Value of Equity less than 30%; and

- Return on Equity greater than 15%.

These factors are designed to identify those stocks which exhibit strong
fundamental characteristics and to eliminate those that do not meet our
investment criteria.

Examine Historical Financial Results. The next step in our process is to
look for those companies that have earned a net cash flow return on
investment that is above the average of their peers.

Select Companies with Attractive Valuations. The final step in our process
is to select companies based on the fundamental analysis of our team of
research analysts. The stocks selected for the portfolio are those that
meet our investment objective, trade at attractive valuations, and in our
opinion, are likely to exceed market expectations of future cash flows.

Additional Portfolio Contents.

In addition to the investments described above, the International Capital
Strength Portfolio has exposure to the following investments: dividend-
paying securities, companies headquartered or incorporated in the Asia
Pacific region, companies headquartered or incorporated in Europe,
companies headquartered or incorporated in emerging market countries and
companies with various market capitalizations.

SMid Capital Strength Portfolio.

Objective.


The SMid Capital Strength Portfolio seeks above-average capital
appreciation. Under normal circumstances, the SMid Capital Strength
Portfolio will invest at least 80% of its assets in small and/or mid
capitalization companies. The SMid Capital Strength Portfolio is
concentrated in stocks of the industry or group of industries comprising
the information technology sector.


Portfolio Selection Process.

The companies selected for the SMid Capital Strength Portfolio have been
researched and evaluated using database screening techniques, fundamental
analysis, and the judgment of the Sponsor's research analysts. Our goal
with SMid Capital Strength Portfolio is to invest in undervalued companies
with strong market positions that, in our opinion, have strong balance
sheets, skilled management, high liquidity, the ability to generate
earnings growth, and a record of financial strength and profit growth.
Through our selection process we seek to find the stocks that we believe
have the best prospects for above-average capital appreciation.

Identify the Universe. We begin by selecting the companies listed in the
S&P MidCap 400(R) and S&P SmallCap 600(R) Indexes.

Screen for Financial Strength. We then evaluate companies based on
multiple factors, including the following as of the date the portfolio was
selected:

- Greater than $100 million in cash;

- Long-Term Debt/Market Value of Equity less than 30%; and

- Return on Equity greater than 15%.

These factors are designed to identify those stocks which exhibit strong
fundamental characteristics and to eliminate those that do not meet our
investment criteria.

Examine Historical Financial Results. The next step in our process is to
look for those companies that have earned a net cash flow return on
investment that is above the average of their peers.

Select Companies with Attractive Valuations. The final step in our process
is to select companies based on the fundamental analysis of our team of
research analysts. The stocks selected for the portfolio are those that
meet our investment objective, trade at attractive valuations and, in our
opinion, are likely to exceed market expectations of future cash flows.

Page 13


Additional Portfolio Contents.

In addition to the investments described above, the SMid Capital Strength
Portfolio has exposure to the following investments: dividend-paying
securities and foreign securities (including American Depositary Receipts).

As with any similar investments, there can be no guarantee that the
objective of the Trusts will be achieved. See "Risk Factors" for a
discussion of the risks of investing in the Trusts.

                       Risk Factors


Price Volatility. The Trusts invest in common stocks. The value of a
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an issuer
or the general condition of the relevant stock market, such as the current
market volatility, or when political or economic events affecting the
issuers occur. In addition, common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and
borrowing costs increase, negatively impacting issuers.


Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that the
performance of any Trust will be positive over any period of time or that
you won't lose money. Units of the Trusts are not deposits of any bank and
are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.


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, political turbulence 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.

An outbreak of a respiratory disease designated as COVID-19 was first
detected in China in December 2019 and has resulted in a global pandemic
and major disruptions to economies and markets around the world. The
transmission of COVID-19 and efforts to contain its spread have resulted
in international border closings, enhanced health screenings, expanded
healthcare services and expenses, quarantines and other restrictions on
business and personal activities, cancellations, disruptions to supply
chains and consumer activity, as well as general public concern and
uncertainty. Financial markets have experienced extreme volatility and
severe losses, negatively impacting global economic growth prospects. The
duration of the COVID-19 outbreak and its effects cannot be determined
with certainty and may exacerbate other pre-existing political, social and
economic risks.

Governments and central banks, including the Federal Reserve, have taken
extraordinary and unprecedented actions to support local and global
economies and the financial markets. These measures have included, among
other policy responses, a $700 billion quantitative easing program, a
reduction of the Federal funds rate to near-zero, and an economic stimulus
package. The impact of these measures, and whether they will be effective
to mitigate the economic and market disruption, will not be known for some
time.


Dividends. Certain of the Securities held by the Trusts may currently
pay dividends, but there is no guarantee that the issuers of the
Securities will declare dividends in the future or that, if declared, they
will either remain at current levels or increase over time.

Concentration Risk. When at least 25% of a trust's portfolio is invested
in securities issued by companies within a single sector, the trust is
considered to be concentrated in that particular sector. A portfolio
concentrated in one or more sectors may present more risks than a
portfolio broadly diversified over several sectors.


The International Capital Strength Portfolio, Series 49 and the SMid
Capital Strength Portfolio, Series 49 are concentrated in stocks of
the industry or group of industries comprising the information technology
sector.


Information Technology. Technology companies are generally subject to the
risks of rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing; frequent introduction of new or enhanced
products; the loss of patent, copyright and trademark protections;
cyclical market patterns; evolving industry standards; and frequent new
product introductions. Technology companies may be smaller and less

Page 14


experienced companies, with limited product lines, markets or financial
resources. Technology company stocks have experienced extreme price and
volume fluctuations that are often unrelated to their operating
performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.

Asia Pacific Region. A significant percentage of the Securities held by
the International Capital Strength Portfolio, Series 49 are issued by
companies headquartered and/or incorporated in the Asia Pacific region.
The Trust is therefore more susceptible to the economic, market,
regulatory, political, natural disasters and local risks of the Asia
Pacific region. The region has historically been highly dependent on
global trade, with nations taking strong roles in both the importing and
exporting of goods; such a relationship creates a risk with this
dependency on global growth. The respective stock markets tend to have a
larger prevalence of smaller companies that are inherently more volatile
and less liquid than larger companies. Varying levels of accounting and
disclosure standards, restrictions on foreign ownership, minority
ownership rights, and corporate governance standards are also common for
the region.

Europe. A significant percentage of the Securities held by the
International Capital Strength Portfolio, Series 49 are issued by
companies headquartered or incorporated in Europe. The Trust is therefore
subject to certain risks associated specifically with Europe. Certain of
the Securities in certain other Trusts are also issued by companies
headquartered or incorporated in Europe. A significant number of countries
in Europe are member states in the European Union, and the member states
no longer control their own monetary policies by directing independent
interest rates for their currencies. In these member states, the authority
to direct monetary policies, including money supply and official interest
rates for the Euro, is exercised by the European Central Bank.
Furthermore, the European sovereign debt crisis and the related austerity
measures in certain countries have had, and continues to have, a
significant negative impact on the economies of certain European countries
and their future economic outlooks. The United Kingdom vote to leave the
E.U. and other recent rapid political and social change throughout Europe
make the extent and nature of future economic development in Europe and
the effect on Securities issued by European issuers difficult to predict.


Foreign Securities. All of the Securities held by the International
Capital Strength Portfolio, Series 49 are issued by foreign entities, and
certain of the Securities held by the SMid Capital Strength Portfolio, Series
49 are issued by foreign entities. Investments in foreign securities
subject a Trust to more risks than if it invested solely in domestic
securities. Risks of foreign securities include higher brokerage costs;
different accounting standards; expropriation, nationalization or other
adverse political or economic developments; currency devaluations,
blockages or transfer restrictions; restrictions on foreign investments
and exchange of securities; inadequate financial information; lack of
liquidity of certain foreign markets; and less government supervision and
regulation of exchanges, brokers, and issuers in foreign countries.
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 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 dividend payments and/or securities
will vary with fluctuations in foreign exchange rates.


American Depositary Receipts/ADRs 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.


Emerging Markets. Certain of the Securities held by the International
Capital Strength Portfolio, Series 49 are issued by companies
headquartered or incorporated in countries considered to be emerging
markets or have significant business operations in emerging markets. Risks

Page 15


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, the rights and
remedies associated with emerging market investment securities may be
different than those available for investments in more developed markets.
Furthermore, 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.


Brexit Risk. A significant percentage of the Securities held by the
International Capital Strength Portfolio, Series 49 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 Securities held
by the International Capital Strength Portfolio, Series 49, and all of the
Securities held by the SMid Capital Strength Portfolio, Series 49 are
issued by small and/or mid capitalization companies. Investing in stocks
of such companies may involve greater risk than investing in larger
companies. For example, such companies may have limited product lines, as
well as shorter operating histories, less experienced management and more
limited financial resources than larger companies. Securities of such
companies generally trade in lower volumes and are generally subject to
greater and less predictable changes in price than securities of larger
companies. In addition, small and mid-cap stocks may not be widely
followed by the investment community, which may result in low demand.

Large Capitalization Companies. Certain of the Securities held by the
International Capital Strength Portfolio, Series 49 are issued by 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.

Cybersecurity Risk. As the use of Internet technology has become more
prevalent in the course of business, the Trusts have 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 a Trust to lose proprietary
information, suffer data corruption or lose operational capacity. Such
events could cause the Sponsor of the Trusts 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
Trusts 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 a Trust's third-party service providers, or
issuers in which the Trusts invest, can also subject the Trusts to many of
the same risks associated with direct cybersecurity breaches. The Sponsor
of, and third-party service provider to, the Trusts 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 Trusts do 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

Page 16


impact on certain companies represented in the Trusts. In addition,
litigation regarding any of the issuers of the Securities, or the
industries represented by such issuers, may negatively impact the value of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the value of
the Securities.

                      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 a 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 each Trust's statement of
net assets, legal fees and the initial fees and expenses of the Trustee)
will be purchased in the same proportionate relationship as all the
Securities contained in a Trust. Securities will be sold to reimburse the
Sponsor for a Trust's organization costs at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period (a significantly shorter time period than the life of a Trust).
During the period ending with the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period, there may be a
decrease in the value of the securities. To the extent the proceeds from
the sale of these Securities are insufficient to repay the Sponsor for
Trust organization costs, the Trustee will sell additional Securities to
allow a Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of a Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth in "Notes to Statements of Net Assets," this will result in a
greater effective cost per Unit to Unit holders for the reimbursement to
the Sponsor. To the extent actual organization costs are less than the
estimated amount, only the actual organization costs will ultimately be
charged to a Trust. When Securities are sold to reimburse the Sponsor for
organization costs, the Trustee will sell Securities, to the extent
practicable, which will maintain the same proportionate relationship among
the Securities contained in a Trust as existed prior to such sale.

Minimum Purchase.

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

Maximum Sales Charge.

The maximum sales charge of 2.75% 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 2.75% of the Public Offering Price and the sum of the maximum
remaining deferred sales charge and creation and development fee
(initially $.275 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.

Page 17


Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charge payments of $.075 per Unit will be deducted from a Trust's assets
on approximately the twentieth day of each month from April 20, 2021
through June 18, 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 2.25% of
the Public Offering Price.

If you purchase Units after the last deferred sales charge payment has
been assessed, your transactional sales charge will consist of a one-time
initial sales charge of 2.25% of the Public Offering Price (equivalent to
2.302% of the net amount invested).

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 for each Trust collected at the end of the
initial offering period. If you buy Units at a price of less than $10.00
per Unit, the dollar amount of the creation and development fee will not
change, but the creation and development fee on a percentage basis will be
more than 0.50% of the Public Offering Price.

Discounts for Certain Persons.

The maximum sales charge is 2.75% per Unit and the maximum dealer
concession is 2.00% per Unit.

If you are purchasing Units for an investment account, the terms of which
provide that your registered investment advisor or registered
broker/dealer (a) charges periodic fees in lieu of commissions; (b)
charges for financial planning, investment advisory or asset management
services; or (c) charges a comprehensive "wrap fee" or similar fee for
these or comparable services ("Fee Accounts"), you will not be assessed
the transactional sales charge described above on such purchases. These
Units will be designated as Fee Account Units and, 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 a Trust. Certain Fee Account Unit holders may be
assessed transaction or other account fees on the purchase and/or
redemption of such Units by their registered investment advisor,
broker/dealer or other processing organizations for providing certain
transaction or account activities. Fee Account Units are not available for
purchase in the secondary market. We reserve the right to limit or deny
purchases of Units not subject to the transactional sales charge by
investors whose frequent trading activity we determine to be detrimental
to the Trusts.

Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, and dealers and their affiliates will
purchase Units at the Public Offering Price less the applicable dealer
concession, subject to the policies of the related selling firm. Immediate
family members include spouses, or the equivalent if recognized under
local law, children or step-children under the age of 21 living in the
same household, parents or step-parents and trustees, custodians or
fiduciaries for the benefit of such persons. Only employees, officers and
directors of companies that allow their employees to participate in this
employee discount program are eligible for the discounts.

You will be charged the deferred sales charge per Unit regardless of 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 a Trust, in addition to the reinvestment Units you
receive you will also be credited additional Units with a dollar value at
the time of reinvestment sufficient to cover the amount of any remaining
deferred sales charge and creation and development fee to be collected on
such reinvestment Units. The dollar value of these additional credited
Units (as with all Units) will fluctuate over time, and may be less on the
dates deferred sales charges or the creation and development fee are
collected than their value at the time they were issued.

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the Trustee
receive orders for purchases, sales or redemptions after that time, or on
a day which is not a business day, they will be held until the next
determination of price. The term "business day" as used in this prospectus

Page 18


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 Trusts 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 Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

The Sponsor compensates intermediaries, such as broker/dealers and banks,
for their activities that are intended to result in sales of Units of the
Trusts. This compensation includes dealer concessions described in the
following section and may include additional concessions and other
compensation and benefits to broker/dealers and other intermediaries.

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of 2.00% of the Public
Offering Price per Unit, subject to reductions set forth in "Public
Offering-Discounts for Certain Persons."

Eligible dealer firms and other selling agents who, during the previous
consecutive 12-month period through the end of the most recent month, sold
primary market units of unit investment trusts sponsored by us in the
dollar amounts shown below will be entitled to up to the following
additional sales concession on primary market sales of units during the
current month of unit investment trusts sponsored by us:

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

Page 19


with information with respect to the representatives who initiated such
transactions. Eligible dealer firms and other selling agents will not
include firms that solely provide clearing services to other broker/dealer
firms or firms who place orders through clearing firms that are eligible
dealers. We reserve the right to change the amount of concessions or
agency commissions from time to time. Certain commercial banks may be
making Units of the Trusts available to their customers on an agency
basis. A portion of the transactional sales charge paid by these customers
is kept by or given to the banks in the amounts shown above.

Other Compensation and Benefits to Broker/Dealers.

The Sponsor, at its own expense and out of its own profits, currently
provides additional compensation and benefits to broker/dealers who sell
Units of these Trusts and other First Trust products. This compensation is
intended to result in additional sales of First Trust products and/or
compensate broker/dealers and financial advisors for past sales. A number
of factors are considered in determining whether to pay these additional
amounts. Such factors may include, but are not limited to, the level or
type of services provided by the intermediary, the level or expected level
of sales of First Trust products by the intermediary or its agents, the
placing of First Trust products on a preferred or recommended product
list, access to an intermediary's personnel, and other factors. The
Sponsor makes these payments for marketing, promotional or related
expenses, including, but not limited to, expenses of entertaining retail
customers and financial 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 these Trusts, over products offered by other sponsors
or fund companies. These arrangements will not change the price you pay
for your Units.

Advertising and Investment Comparisons.

Advertising materials regarding a Trust may discuss several topics,
including: developing a long-term financial plan; working with your
financial professional; the nature and risks of various investment
strategies and unit investment trusts that could help you reach your
financial goals; the importance of discipline; how a Trust operates; how
securities are selected; various unit investment trust features such as
convenience and costs; and options available for certain types of unit
investment trusts. These materials may include descriptions of the
principal businesses of the companies represented in each Trust, research
analysis of why they were selected and information relating to the
qualifications of the persons or entities providing the research analysis.
In addition, they may include research opinions on the economy and
industry sectors included and a list of investment products generally
appropriate for pursuing those recommendations.

From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
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 each Trust differ from other comparative
investments. You should not assume that these performance comparisons will
be representative of a Trust's future performance. We may also, from time
to time, use advertising which classifies trusts or portfolio securities
according to capitalization and/or investment style.

                   The Sponsor's Profits

We will receive a gross sales commission equal to the maximum
transactional sales charge per Unit of a Trust less any reduction as
stated in "Public Offering." We will also receive the amount of any
collected creation and development fee. Also, any difference between our
cost to purchase the Securities and the price at which we sell them to a
Trust is considered a profit or loss (see Note 2 of "Notes to Schedules of
Investments"). During the initial offering period, dealers and others may

Page 20


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 each Trust are listed under "Fee Table."
If actual expenses of a Trust exceed the estimate, that Trust will bear
the excess. The Trustee will pay operating expenses of each Trust from the
Income Account of such Trust if funds are available, and then from the
Capital Account. The Income and Capital Accounts are non-interest-bearing
to Unit holders, so the Trustee may earn interest on these funds, thus
benefiting from their use.

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio
Supervisor and Evaluator and will be compensated for providing portfolio
supervisory services and evaluation services as well as bookkeeping and
other administrative services to the Trusts. In providing portfolio
supervisory services, the Portfolio Supervisor may purchase research
services from a number of sources, which may include underwriters or
dealers of the Trusts. As Sponsor, we will receive brokerage fees when the
Trusts use us (or an affiliate of ours) as agent in buying or selling
Securities. As authorized by the Indenture, the Trustee may employ a
subsidiary or affiliate of the Trustee to act as broker to execute certain
transactions for a Trust. A 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 a Trust outstanding at any time
during the calendar year, except during the initial offering period, in
which case these fees are calculated based on the largest number of Units
outstanding during the period for which compensation is paid. These fees
may be adjusted for inflation without Unit holders' approval, but in no
case will the annual 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 each Trust for creating and
developing the Trusts, including determining each Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The "creation and development fee" is a charge of
$.050 per Unit outstanding at the end of the initial offering period. The
Trustee will deduct this amount from a Trust's assets as of the close of
the initial offering period. We do not use this fee to pay distribution
expenses or as compensation for sales efforts. This fee will not be
deducted from your proceeds if you sell or redeem your Units before the
end of the initial offering period.

In addition to a Trust's operating expenses and those fees described
above, each 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 a 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 a Trust;

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

- Foreign custodial and transaction fees (which may include compensation
paid to the Trustee or its subsidiaries or affiliates), if any; and/or

- All taxes and other government charges imposed upon the Securities or
any part of a Trust.

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

Page 21


Capital Account of a Trust, the Trustee has the power to sell Securities
from such Trust 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 a 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 Trusts. 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.

Each Trust intends to qualify as a "regulated investment company,"
commonly known as a "RIC," under the federal tax laws. If a Trust
qualifies as a RIC and distributes its income as required by the tax law,
such 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 a Trust.

Income from the Trust.

Trust distributions are generally taxable. After the end of each year, you
will receive a tax statement that separates a Trust's distributions into
ordinary income dividends, capital gain dividends and return of capital.
Income reported is generally net of expenses (but see "Treatment of Trust
Expenses" below). Ordinary income dividends are generally taxed at your
ordinary income tax rate, however, certain dividends received from a Trust
may be taxed at the capital gains tax rates. Generally, all capital gain
dividends are treated as long-term capital gains regardless of how long
you have owned your Units. In addition, a 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 a Trust may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than
your ordinary income and short-term capital gain income. The distributions
from a 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 a Trust, including capital gains, 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 Trusts 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 a 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, each Trust will provide a tax
statement to its Unit holders reporting the amount of any distribution

Page 22


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 a Trust
from certain corporations.

Sale of Units.

If you sell your Units (whether to a third party or to a 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.

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 a Trust will generally not be treated as
income taxable to you. In some cases, however, you may be required to
treat your portion of these Trust expenses as income. 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 a
Trust holds an equity interest in PFICs, such 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 such Trust Unit holders. A 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. A Trust may be
able to make an election that could limit the tax imposed on such Trust.
In this case, a Trust 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, a Trust 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 a 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 and
short-term capital gains dividends, 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 currently applies to the gross proceeds from the
disposition of securities that produce U.S. source interest or dividends.
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.

Page 23


Foreign Tax Credit.

If a Trust directly or indirectly invests in non-U.S. stocks, the tax
statement that you receive may include an item showing foreign taxes such
Trust paid to other countries. You may be able to deduct or receive a tax
credit for your share of these taxes. A 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 a Trust's 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.

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

                     Retirement Plans

You may purchase Units of the Trusts for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received in
each of the above plans is deferred until you receive distributions. These
distributions are generally treated as ordinary income but may, in some
cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review the
tax laws regarding these plans and consult your attorney or tax advisor.
Brokerage firms and other financial institutions offer these plans with
varying fees and charges.

                  Rights of Unit Holders

Unit Ownership.

Ownership of Units will not be evidenced by certificates. If you purchase
or hold Units through a broker/dealer or bank, your ownership of Units
will be recorded in book-entry form at the Depository Trust Company
("DTC") and credited on its records to your broker/dealer's or bank's DTC
account. 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 Trusts for the year;

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

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

- Amounts of income and capital distributed during the year.

It is the responsibility of the entity through which you hold your Units
to distribute these statements to you. In addition, you may also request
from the Trustee copies of the evaluations of the Securities as prepared
by the Evaluator to enable you to comply with applicable federal and state
tax reporting requirements.

             Income and Capital Distributions

You will begin receiving distributions on your Units only after you become
a Record Owner. The Trustee will credit dividends received on a Trust's
Securities to the Income Account of such Trust. All other receipts, such
as return of capital or capital gain dividends, are credited to the
Capital Account of such Trust. Dividends received on foreign Securities,
if any, are converted into U.S. dollars at the applicable exchange rate.

The Trustee will distribute money from the Income and Capital Accounts, as
determined at the semi-annual Record Date, semi-annually on the twenty-
fifth day of each June and December to Unit holders of record on the tenth
day of such months. However, the Trustee will only distribute money in the
Capital Account if the amount available for distribution from that account
equals at least $1.00 per 100 Units. In any case, the Trustee will
distribute any funds in the Capital Account in December of each year and
as part of the final liquidation distribution. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of a

Page 24


Trust exceed amounts in the Income Account on the Distribution Dates.
Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. If the
Trustee does not have your taxpayer identification number ("TIN"), it is
required to withhold a certain percentage of your distribution and deliver
such amount to the IRS. You may recover this amount by giving your TIN to
the Trustee, or when you file a tax return. However, you should check your
statements to make sure the Trustee has your TIN to avoid this "back-up
withholding."

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

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

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

Distribution Reinvestment Option. You may elect to have each distribution
of income and/or capital reinvested into additional Units of a Trust by
notifying your broker/dealer or bank 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 Trusts 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 2,500 Units of a Trust, 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 a Trust's Mandatory Termination Date will be honored. Where
possible, the Trustee will make an In-Kind Distribution by distributing
each of the Securities in book-entry form to your bank's or

Page 25


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 a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.

Your right to redeem Units (and therefore, your right to receive payment)
may be delayed:

- If the NYSE is closed (other than customary weekend and holiday closings);

- If the SEC determines that trading on the NYSE is restricted or that an
emergency exists making sale or evaluation of the Securities not
reasonably practical; or

- For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;

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

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

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

4. cash held for distribution to Unit holders of record of a 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 a Trust; and

dividing

1. the result by the number of outstanding Units of a 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."

             Removing Securities from a Trust

The portfolios of the Trusts are not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:

- The issuer of the Security defaults in the payment of a declared dividend;

- Any action or proceeding prevents the payment of dividends;

- There is any legal question or impediment affecting the Security;

- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;

- The issuer has defaulted on the payment of any other of its outstanding
obligations;

- There has been a public tender offer made for a Security or a merger or
acquisition is announced affecting a Security, and that in our opinion the
sale or tender of the Security is in the best interest of Unit holders;

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

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

- As a result of the ownership of the Security, a Trust or its Unit
holders would be a direct or indirect shareholder of a passive foreign
investment company; or

- The sale of the Security is necessary for a Trust to comply with such
federal and/or state securities laws, regulations and/or regulatory
actions and interpretations which may be in effect from time to time.

Page 26


Except for instances in which a Trust acquires Replacement Securities, as
described in "The FT Series," the Trusts will generally not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts and at the direction of the Sponsor, will vote for or
against any offer for new or exchanged securities or property in exchange
for a Security, such as those acquired in a merger or other transaction.
If such exchanged securities or property are acquired by a Trust, at our
instruction, they will either be sold or held in such Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account of such 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 a Trust to facilitate
selling Securities, exchanged securities or property from such 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 Trusts, which may include broker/dealers who sell Units of the
Trusts. We do not consider sales of Units of the Trusts 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. Each Trust will pay for these
brokerage services at standard commission rates.

The Trustee may sell Securities designated by us or, absent our direction,
at its own discretion, in order to meet redemption requests or pay
expenses. In designating Securities to be sold, we will try to maintain
the proportionate relationship among the Securities. If this is not
possible, the composition and diversification of a Trust may be changed.

           Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without
your consent:

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

- To make any amendment required by any governmental agency; or

- To make other changes determined not to be adverse to your best
interests (as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trusts may be terminated earlier:

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

- If the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total value
of Securities deposited in such Trust during the initial offering period
("Discretionary Liquidation Amount"); or

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

If a Trust is terminated due to this last reason, we will refund your
entire sales charge; however, termination of a Trust before the Mandatory
Termination Date for any other stated reason will result in all remaining
unpaid deferred sales charges on your Units being deducted from your
termination proceeds. For various reasons, a Trust may be reduced below
the Discretionary Liquidation Amount and could therefore be terminated
before the Mandatory Termination Date.

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

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 such Trust is terminated. The Trustee will
deduct from the Trusts any accrued costs, expenses, advances or
indemnities provided for by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

Page 27


    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 Trusts or to any series
of the Trusts or to any other dealer. We are including this information
only to inform you of our financial responsibility and our ability to
carry out our contractual obligations. We will provide more detailed
financial information on request.

Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics
requiring the Sponsor's employees who have access to information on Trust
transactions to report personal securities transactions. The purpose of
the code is to avoid potential conflicts of interest and to prevent fraud,
deception or misconduct with respect to the Trusts.

The Trustee.

The Trustee is The Bank of New York Mellon, a trust company organized
under the laws of New York. The Bank of New York Mellon has its unit
investment trust division offices at 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
Trusts; 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 present or future law of the United States or of any other
taxing authority with jurisdiction. Also, the Indenture states other
provisions regarding the liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not able
to act or become bankrupt, or if our affairs are taken over by public
authorities, then the Trustee may:

- Appoint a successor sponsor, paying them a reasonable rate not more than
that stated by the SEC;

- Terminate the Indenture and liquidate the Trusts; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 120 East Liberty Drive, Wheaton, Illinois 60187.

The Trustee, Sponsor 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.

Page 28


                     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 Trusts' statements of net assets, including the schedules of
investments, as of the opening of business on the Initial Date of Deposit
included in this prospectus, have been audited by Deloitte & Touche LLP,
an independent registered public accounting firm, as stated in their
report appearing herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Sponsor, you will receive free of charge
supplemental information about this Series, which has been filed with the
SEC and to which we have referred throughout. This information states more
specific details concerning the nature, structure and risks of this product.

Page 29


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Page 31



                                 First Trust(R)

              International Capital Strength Portfolio, Series 49
                   SMid Capital Strength Portfolio, Series 49
                                    FT 9061

                                    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 each Trust's
                                 Product Code.
                            ________________________

    When Units of the Trusts are no longer available, this prospectus may be
                        used as a preliminary prospectus
       for a future series, in which case you should note the following:

    THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
   MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL
    THAT SERIES HAS BECOME EFFECTIVE WITH THE 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 trusts, but does not contain all of the information about this
    investment company as filed with the SEC in Washington, D.C. under the:


               - Securities Act of 1933 (file no. 333-249843) and


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

     Information about the Trusts, including their Codes of Ethics, can be
   reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
   Information regarding the operation of the SEC's Public Reference Room may
                be obtained by calling the SEC at 202-942-8090.

     Information about the Trusts is available on the EDGAR Database on the
                      SEC's Internet site at 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


                             December 23, 2020


            PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 32


                              First Trust(R)

                               The FT Series

                          Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trusts contained in
FT 9061 not found in the prospectus for the Trusts. This Information
Supplement is not a prospectus and does not include all of the information
you should consider before investing in a 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 December 23, 2020. Capitalized terms
have been defined in the prospectus.


                             Table of Contents

Risk Factors
   Securities                                                   1
   Dividends                                                    1
   Foreign Issuers                                              1
   Emerging Markets                                             2
   Small and/or Mid Capitalization Companies                    3
Concentration
   Concentration Risk                                           3
   Information Technology                                       3
Portfolios
   International Capital Strength Portfolio, Series 49          4
   SMid Capital Strength Portfolio, Series 49                   7

Risk Factors

Securities. An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including the risk
that the financial condition of the issuers of the Securities or the
general condition of the relevant stock market may worsen, and the value
of the Securities and therefore the value of the Units may decline. Common
stocks are especially susceptible to general stock market movements and to
volatile increases and decreases of value, as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors, including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates,
economic expansion or contraction, and global or regional political,
economic or banking crises.

Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate to
those of creditors of, or holders of debt obligations or preferred stocks
of, such issuers. Shareholders of common stocks 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.

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

Page 1


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.

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

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

Emerging Markets. An investment in Units of International Capital Strength
Portfolio, Series 49 should be made with an understanding of the risks
inherent with investing in certain smaller and emerging markets. Compared
to more mature markets, some emerging markets may have a low level of
regulation, enforcement of regulations and monitoring of investors'
activities. Those activities may include practices such as trading on
material non-public information. The securities markets of developing
countries are not as large as the more established securities markets and
have substantially less trading volume, resulting in a lack of liquidity
and high price volatility. There may be a high concentration of market
capitalization and trading volume in a small number of issuers
representing a limited number of industries as well as a high
concentration of investors and financial intermediaries. These factors may
adversely affect the timing and pricing of the acquisition or disposal of
securities.

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

Page 2


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 a 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 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 prices.

Concentration

Concentration Risk. When at least 25% of a trust's portfolio is invested
in securities issued by companies within a single sector, the trust is
considered to be concentrated in that particular sector. A portfolio
concentrated in one or more sectors may present more risks than a
portfolio broadly diversified over several sectors.


The International Capital Strength Portfolio, Series 49 and the SMid
Capital Strength Portfolio, Series 49 are concentrated in stocks of the
industry or group of industries comprising the information technology
sector.


Information Technology. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers and
peripherals, software and services, data networking/communications
equipment, Internet access/information providers, semiconductors and
semiconductor equipment and other related products, systems and services.
The market for these products, especially those specifically related to
the Internet, is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry
standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or
more of the technologies affecting an issuer's products or in the market
for products based on a particular technology could have a material
adverse effect on an issuer's operating results. Furthermore, there can be
no assurance that the issuers of the Securities will be able to respond in
a timely manner to compete in the rapidly developing marketplace.

Page 3


Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of
the industry have caused and are likely to cause the market price of high-
technology common stocks to fluctuate substantially. In addition,
technology company stocks have experienced extreme price and volume
fluctuations that often have been unrelated to the operating performance
of such companies. This market volatility may adversely affect the market
price of the Securities and therefore the ability of a Unit holder to
redeem Units at a price equal to or greater than the original price paid
for such Units.

Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an issuer's
operating results and customer relationships could be adversely affected
by either an increase in price for, or an interruption or reduction in
supply of, any key components. Additionally, many technology issuers are
characterized by a highly concentrated customer base consisting of a
limited number of large customers who may require product vendors to
comply with rigorous industry standards. Any failure to comply with such
standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated
into other related products, such companies are often highly dependent on
the performance of the personal computer, electronics and
telecommunications industries. There can be no assurance that these
customers will place additional orders, or that an issuer of Securities
will obtain orders of similar magnitude as past orders from other
customers. Similarly, the success of certain technology companies is tied
to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to protect
their proprietary rights will be adequate to prevent misappropriation of
their technology or that competitors will not independently develop
technologies that are substantially equivalent or superior to such
issuers' technology. In addition, due to the increasing public use of the
Internet, it is possible that other laws and regulations may be adopted to
address issues such as privacy, pricing, characteristics, and quality of
Internet products and services. The adoption of any such laws could have a
material adverse impact on the Securities in the Trust.

Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and a
shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products such
as personal computers and networking and communications equipment; excess
productive capacity and the resultant effect on pricing; and the rate of
growth in the market for low-priced personal computers.

The social media industry is also highly competitive and subject to the
risks involved with information technology companies, namely, short
product life cycles, evolving industry standards, loss of patent
protections, rapidly changing technologies and frequent new product
introductions.  Additional risks generally applicable to social media
companies include, without limitation: disruption of services due to
internal or external technical issues; security breaches of private,
proprietary and confidential information; and evolving laws and
regulations, foreign or domestic, that could negatively affect operations.
Furthermore, the sustainability of the business models employed by social
media companies remain largely unproven.

Portfolios

Securities Selected for International Capital Strength Portfolio, Series 49


Australia
_________

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.

Page 4


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.

Canada
______

Canadian National Railway Company, headquartered in Montreal, Canada, is
the only railroad which crosses the North American continent east-west and
north-south, serving ports on the Atlantic, Pacific and Gulf coasts while
linking customers to all three NAFTA nations.

China
_____

Alibaba Group Holding Limited (ADR), incorporated in the Cayman Islands
and headquartered in Hangzhou, China, through its subsidiaries, operates a
holding company. The company provides internet infrastructure, online
financial, e-commerce and internet content services worldwide.

JD.com, Inc. (ADR), incorporated in the Cayman Islands and headquartered
in Beijing, China, is an online direct sales company. The company offers a
wide selection of products including electronics, home appliances and
general merchandise.

NetEase, Inc. (ADR), incorporated in the Cayman Islands and headquartered
in Beijing, China, through its subsidiaries, operates an online community
in China. The company operates in three segments: Online Game Services,
Advertising Services and Wireless Value-added Services and others.

Tencent Holdings Limited (ADR), incorporated in the Cayman Islands and
headquartered in Shenzhen, China, primarily provides Internet services.
Other activities of the company include mobile and telecommunications
services, online advertising and e-commerce transactions. The company
operates in China and internationally.

Denmark
_______

Genmab A/S (ADR), headquartered in Copenhagen, Denmark, is a biotechnology
company. The company researches and develops antibody therapeutics for
cancer treatments.

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.

France
______

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.

India
_____

Infosys Limited (ADR), headquartered in Bangalore, India, provides
consulting and information technology services primarily in North America,
Europe, and the Asia-Pacific region. The company targets businesses
specializing in the insurance, banking, telecommunication and
manufacturing sectors.

Ireland
_______

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.

AON Plc, headquartered in London, England, through its subsidiaries,
provides insurance and risk management, consulting, and insurance
underwriting solutions worldwide.

Aptiv Plc, headquartered in Dublin, Ireland, together with its
subsidiaries, manufactures vehicle components and provides electrical and
electronic, powertrain, safety, and thermal technology solutions for the
automotive and commercial vehicle markets worldwide.

Experian Plc (ADR), headquartered in Dublin, Ireland, offers credit and
marketing services. The company manages large databases that enable credit
granting and monitoring, and help minimize fraud and credit risk. The
company also offers specialist analytical solutions for risk management,
credit scoring and processing applications, in addition to processing
checks and credit cards, and offering credit reports and scores to
consumers.

Page 5


ICON Plc, headquartered in Dublin, Ireland, provides clinical research and
development services worldwide to the pharmaceutical, biotechnology, and
medical device industries.

Trane Technologies Plc, headquartered in Swords, Ireland, engages in the
design, manufacture, sale and service of a portfolio of industrial and
commercial products in the United States and internationally.

Israel
______

Check Point Software Technologies Ltd., headquartered in Tel Aviv, Israel,
develops, sells and supports secure enterprise networking solutions. The
company's integrated architecture includes network security, network
traffic control and Internet protocol address management.

Japan
_____

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.

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.

The Netherlands
_______________

ASML Holding N.V., headquartered in Veldhoven, the Netherlands, together
with its subsidiaries, is a microelectronics company. The company
develops, makes, sells and services advanced photolithography projection
systems, including wafer steppers and step-and-scan systems, that are
essential to the fabrication of modern integrated circuits.

Sweden
______

Telefonaktiebolaget LM Ericsson (ADR), headquartered in Stockholm, Sweden,
develops, produces and markets telecommunications equipment and services
to mobile and fixed networks worldwide. The company also provides products
and services for radio access solutions, business support systems,
television and media management services, and modems for handset and
tablet manufacturers.

Switzerland
___________

Garmin Ltd., headquartered in Schaffhausen, Switzerland, designs,
develops, manufactures and markets navigation, communications and
information devices, most of which are enabled by Global Positioning
System (GPS) technology.

Logitech International S.A., headquartered in Lausanne, Switzerland,
engages in the design, manufacture and marketing of personal interface
products for personal computers and other digital platforms. The company's
products enable or enhance digital navigation, music and video
entertainment, social networking, audio and video communication over the
Internet and home entertainment control.

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.

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.

Taiwan
______

Taiwan Semiconductor Manufacturing Company Ltd. (ADR), headquartered in
Hsinchu, Taiwan, manufactures integrated circuits based on its proprietary
designs. The company offers a comprehensive set of integrated circuit
fabrication processes to manufacture CMOS logic, mixed-mode, volatile and
non-volatile memory and BiCMOS chips.

Page 6


United Kingdom
______________

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.

Unilever Plc (ADR), headquartered in London, England, is engaged in the
business of supplying fast-moving consumer goods internationally. The
company provides branded products in four segments: foods, personal care,
refreshments and home care.


Securities Selected for SMid Capital Strength Portfolio, Series 49


Consumer Discretionary
______________________

Brunswick Corporation, headquartered in Mettawa, Illinois, is a global
designer, manufacturer and marketer of recreation products. The company's
products include marine engines, boats, fitness equipment and active
recreation products.

Deckers Outdoor Corporation, headquartered in Goleta, California, engages
in the design, production, and brand management of footwear for outdoor
activities and casual lifestyle use.

Gentex Corporation, headquartered in Zeeland, Michigan, designs,
manufactures and markets products developed with electro-optic technology.
Products include automatic dimming rearview mirrors and fire safety
products. The company markets its products globally.

Helen of Troy Limited, incorporated in Bermuda and headquartered in El
Paso, Texas, designs, develops and markets a variety of products for the
housewares, healthcare, nutrition and personal care sectors. The company's
products include food preparation equipment and storage containers,
bathroom products and accessories, baby and toddler care products, water
filtration systems, thermometers and blood pressure monitors, health
supplements and hair and body products.

Installed Building Products, Inc., headquartered in Columbus, Ohio, is a
residential insulation installer in the United States. The company also
installs complementary building products, including garage doors, rain
gutters, shower doors, closet shelving and mirrors.

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.

TopBuild Corp., headquartered in Daytona Beach, Florida, is an insulation
products company. The company installs and distributes insulation and
other building products, including fireplaces, gutters and roofing
materials.

YETI Holdings, Inc., headquartered in Austin, Texas, designs and
distributes products for the outdoor and recreation markets. The company
offers coolers, storage and outdoor living accessories.

Consumer Staples
________________

Casey's General Stores, Inc., headquartered in Ankeny, Iowa, operates
convenience stores in small towns in the Midwest. The stores offer food,
beverages and non-food products such as health and beauty aids, tobacco
products, automotive products and gasoline by company stores and from the
wholesale sale of merchandise items and gasoline to franchised stores.

Medifast, Inc., headquartered in Baltimore, Maryland, is a health care
company. Through its subsidiaries, the company manufactures and
distributes healthy living products and programs in United States and
internationally.

Energy
______

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.

Financials
__________

Evercore Inc., headquartered in New York, New York, is an investment
banking boutique. The company provides advisory services on mergers,
acquisitions, divestitures, restructurings and other corporate
transactions to multinational corporations. The company also manages
private equity funds for institutional investors.

FactSet Research Systems Inc., headquartered in Norwalk, Connecticut, is a
provider of online integrated database services to the global financial
community.

Page 7


Health Care
___________

Amedisys, Inc., headquartered in Baton Rouge, Louisiana, is a provider of
home-health and hospice care services in the southern United States.
Facilities and services include home health care nursing, home infusion
therapy and ambulatory surgery centers.

Bio-Techne Corporation, headquartered in Minneapolis, Minnesota, is a
biotechnology company. The company develops, manufactures and sells
biotechnology products and clinical diagnostic controls worldwide.

Charles River Laboratories International, Inc., headquartered in
Wilmington, Massachusetts, is a provider of critical research tools and
integrated support services that enable drug discovery and development.
The company serves biotechnology and pharmaceutical companies, government
agencies, hospitals and academic institutions worldwide.

Masimo Corporation, headquartered in Irvine, California, is a medical
technology company. The company designs, develops and licenses noninvasive
medical signal processing and sensor technologies. The company markets its
products worldwide.

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.

PRA Health Sciences, Inc., headquartered in Raleigh, North Carolina, is a
contract research organization providing various product development
services for pharmaceutical and biotechnology companies worldwide. The
company offers integrated services, such as data management, statistical
analysis and clinical trial management.

United Therapeutics Corporation, headquartered in Silver Spring, Maryland,
engages in the development and commercialization of therapeutic products
for patients with chronic and life-threatening diseases. The company's
products are primarily focused in the therapeutic areas of cardiovascular,
cancer and infectious diseases.

Industrials
___________

Generac Holdings Inc., headquartered in Waukesha, Wisconsin, designs,
manufactures and markets a range of generators and other engine powered
products for the residential, light commercial, industrial and
construction markets in the United States and Canada.

Hubbell Incorporated, headquartered in Shelton, Connecticut, makes
electrical and electronic products for commercial, industrial and
telecommunications applications. The company's products include
connectors, receptacles, plugs, lighting fixtures and voice and data
signal processing components. The company operates in the United States
and internationally.

Lincoln Electric Holdings, Inc., headquartered in Cleveland, Ohio, through
its subsidiaries, engages in the manufacture and resale of welding and
cutting products worldwide.

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.

Nordson Corporation, headquartered in Westlake, Ohio, engineers and
manufactures equipment used for precision dispensing and processing of
adhesives, coatings, sealants and polymers. The company's equipment is
also used in testing, quality inspection and curing.

The Timken Company, headquartered in Canton, Ohio, is a global
manufacturer of highly engineered bearings, alloy and specialty steel and
related components. The company operates through two segments: Mobile
Industries and Process Industries.

The Toro Company, headquartered in Bloomington, Minnesota, designs,
manufactures and markets professional turf maintenance equipment,
irrigation systems, landscaping equipment, agricultural irrigation systems
and residential yard products.

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.

Page 8


Information Technology
______________________

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.

Ciena Corporation, headquartered in Hanover, Maryland, is a technology
company. The company provides network hardware, software and services that
support the transport, switching, aggregation, service delivery and
management of video, data, and voice traffic on communications networks.

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.

EVERTEC, Inc., headquartered in San Juan, Puerto Rico, is a full-service
transaction processing business in Latin America. The company provides a
broad range of merchant acquiring, payment processing and business process
management services.

Fair Isaac Corporation, headquartered in San Jose, California, develops
analytic, software and data management solutions that enable businesses to
enhance their performance.

NIC Inc., headquartered in Olathe, Kansas, provides eGovernment services
that enable governments to use the Internet to provide various services to
businesses and citizens in the United States. The technology helps
governments reduce internal costs and increase efficiencies.

Qualys, Inc., headquartered in Foster City, California, is a provider of
cloud security, compliance and related services for small and medium-sized
businesses, large corporations and government entities. The company offers
vulnerability management solutions as applications through the web.

SolarEdge Technologies, Inc., incorporated in the United States and
headquartered in Herziliya Pituach, Israel, develops, manufactures and
sells direct current optimized inverter systems for solar photovoltaic
installations internationally. The company's products are used in many
solar market segments, including residential, commercial and small utility
solar installations.

Synaptics Incorporated, headquartered in San Jose, California, is a
developer of custom-designed user interface solutions that enable people
to interact with a variety of mobile computing and communications devices.

Trimble Inc., headquartered in Sunnyvale, California, develops,
manufactures and distributes products enabled by Global Positioning System
(GPS), optical, laser and wireless communications technology.

Materials
_________

Boise Cascade Company, headquartered in Boise, Idaho, is a building
products company. The company manufactures wood products and is a
wholesale distributor of building materials.

RPM International Inc., headquartered in Medina, Ohio, manufactures and
markets protective coatings used in waterproofing, general maintenance,
flooring systems and coating, corrosion control, and other applications.


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

Page 9






Undertaking

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

 

CONTENTS OF REGISTRATION STATEMENT

A.Bonding Arrangements of Depositor:

First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the total amount of $2,000,000, the insurer being National Union Fire Insurance Company of Pittsburgh.

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

 

The facing sheet

 

The Prospectus

 

The signatures

 

Exhibits

 

 

S-1

 

SIGNATURES

The Registrant, FT 9061, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040 and FT 9042 for purposes of the representations required by Rule 487 and represents the following:

(1)       that the portfolio securities deposited in the series with respect to which this Registration Statement is being filed do not differ materially in type or quality from those deposited in such previous series;

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

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

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 9061, 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 December 23, 2020.

 

FT 9061

 

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**
)    December 23, 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

 

1.1Standard 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).

 

1.1.1Trust Agreement for FT 9061 and certain subsequent Series, effective December 23, 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.

 

1.2Certificate 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).

 

1.3Amended 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).

 

1.4Articles 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).

 

1.5By-Laws of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).

 

1.6Underwriter Agreement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 33-42755] filed on behalf of The First Trust Special Situations Trust, Series 19).

 

2.2Code 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

 

 

 

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

 

4.1Consent of First Trust Advisors L.P.

 

4.2Consent of Independent Registered Public Accounting Firm.

 

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

 

7.1Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-240230] filed on behalf of FT 8880).

 

 

 

 

S-6