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

 

Registration No. 333-250060

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 9062

 

B.       Name of depositor:

 

FIRST TRUST PORTFOLIOS L.P.

 

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

 

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

 

D.       Name and complete address of agents for service:

 

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

 

E.       Title and Amount of Securities Being Registered:

 

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

 

F.       Approximate date of proposed sale to public:

 

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

 

| | Check box if it is proposed that this filing will become effective on December 30, 2020 at 2:00 p.m. pursuant to Rule 487.

________________________________





                FT Equity Allocation ETF Model Portfolio, 1Q '21

                                    FT 9062

FT 9062 is a series of a unit investment trust, the FT Series. FT 9062
consists of a single portfolio known as FT Equity Allocation ETF Model
Portfolio, 1Q '21 (the "Trust"). The Trust invests in a diversified
portfolio of shares ("Securities") issued by exchange-traded funds ("ETFs"
or "Funds") advised by First Trust Advisors L.P., an affiliate of the
Trust's Sponsor, First Trust Portfolios L.P. An investment can be made in
the underlying ETFs directly rather than through the Trust. These direct
investments can be made without paying the sales charge, operating
expenses and organizational costs of the Trust. The Trust seeks above-
average 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 30, 2020


Page 1


                               Table of Contents

Summary of Essential Information                                         3
Fee Table                                                                4
Report of Independent Registered Public Accounting Firm                  5
Statement of Net Assets                                                  6
Schedule of Investments                                                  7
The FT Series                                                            8
Portfolio                                                                9
Risk Factors                                                             9
Public Offering                                                         15
Distribution of Units                                                   18
The Sponsor's Profits                                                   19
The Secondary Market                                                    19
How We Purchase Units                                                   19
Expenses and Charges                                                    20
Tax Status                                                              20
Retirement Plans                                                        23
Rights of Unit Holders                                                  23
Income and Capital Distributions                                        23
Redeeming Your Units                                                    24
Investing in a New Trust                                                25
Removing Securities from the Trust                                      26
Amending or Terminating the Indenture                                   26
Information on the Sponsor, Trustee and Evaluator                       27
Other Information                                                       28

Page 2


                  Summary of Essential Information (Unaudited)

                FT Equity Allocation ETF Model Portfolio, 1Q '21
                                    FT 9062


  At the Opening of Business on the Initial Date of Deposit-December 30, 2020


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


Initial Number of Units (1)                                                                                          17,880
Fractional Undivided Interest in the Trust per Unit (1)                                                            1/17,880
Public Offering Price:
Public Offering Price per Unit (2)                                                                               $   10.000
   Less Initial Sales Charge per Unit (3)                                                                             (.000)
                                                                                                                 __________
Aggregate Offering Price Evaluation of Securities per Unit (4)                                                       10.000
   Less Deferred Sales Charge per Unit (3)                                                                            (.140)
                                                                                                                 __________
                                                                                                                      9.860
   Less Creation and Development Fee per Unit (3) (5)                                                                 (.010)
   Less Organization Costs per Unit (5)                                                                               (.037)
                                                                                                                 __________
Net Asset Value per Unit                                                                                         $    9.813
                                                                                                                 ==========
Cash CUSIP Number                                                                                                30316Q 546
Reinvestment CUSIP Number                                                                                        30316Q 553
Fee Account Cash CUSIP Number                                                                                    30316Q 561
Fee Account Reinvestment CUSIP Number                                                                            30316Q 579
Pricing Line Product Code                                                                                            133662
Ticker Symbol                                                                                                        FNVAXX

First Settlement Date                                         January 4, 2021
Mandatory Termination Date (6)                                April 7, 2022
Income Distribution Record Date                               Tenth day of each month, commencing January 10, 2021.
Income Distribution Date (7)                                  Twenty-fifth day of each month, commencing January 25, 2021.

______________

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

(2) The Public Offering Price shown above reflects the value of the
Securities on the business 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 1.50% of the Public Offering
Price per Unit (equivalent to 1.50% of the net amount invested) which
consists of an initial sales charge, a deferred sales charge and a
creation and development fee. The sales charges are described in the "Fee
Table."

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

(5) The creation and development fee and the estimated organization costs
per Unit will be deducted from the assets of the Trust at the end of the
initial offering period. If Units are redeemed prior to the close of the
initial offering period, these fees will not be deducted from the
redemption proceeds. See "Redeeming Your Units."

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

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

Page 3


                             Fee Table (Unaudited)

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public
Offering" and "Expenses and Charges." Although the Trust has a term of
approximately 15 months and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees.


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

Maximum Sales Charge
  Initial sales charge                                                                               0.00%(a)      $.000
  Deferred sales charge                                                                              1.40%(b)      $.140
  Creation and development fee                                                                       0.10%(c)      $.010
                                                                                                     _____         _____
  Maximum sales charge (including creation and development fee)                                      1.50%         $.150
                                                                                                     =====         =====

Organization Costs (as a percentage of public offering price)
  Estimated organization costs                                                                       .370%(d)      $.0370
                                                                                                     =====         ======

Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
  Portfolio supervision, bookkeeping, administrative and evaluation fees                             .079%         $.0080
  Trustee's fee and other operating expenses                                                         .137%(f)      $.0138
  Acquired Fund fees and expenses                                                                    .659%(g)      $.0666
                                                                                                     _____         ______
     Total                                                                                           .875%         $.0884
                                                                                                     ====          ======

                                  Example

This example is intended to help you compare the cost of investing in the
Trust with the cost of investing in other investment products. The example
assumes that you invest $10,000 in the Trust and the principal amount and
distributions are rolled every 15 months into a New Trust. The example
also assumes a 5% return on your investment each year and that your
Trust's, and each New Trust's, sales charges and expenses stay the same.
The example does not take into consideration transaction fees which may be
charged by certain broker/dealers for processing redemption requests.
Although your actual costs may vary, based on these assumptions your
costs, assuming you roll your proceeds from one trust to the next for the
periods shown, would be:

             1 Year       3 Years      5 Years      10 Years
             ______       _______      _______      ________
             $275         $845         $1,236       $2,642

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

_____________

(a) The combination of the initial and deferred sales charge comprises what
we refer to as the "transactional sales charge." The initial sales charge
is actually equal to the difference between the maximum sales charge of
1.50% 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 $.140 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 Trust. The creation and development fee is a charge of
$.010 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 0.10%; if the price you pay
for your Units is less than $10 per Unit, the creation and development fee
will exceed 0.10%. If you purchase Units after the initial offering
period, you will not be assessed the creation and development fee.

(d) Estimated organization costs will be deducted from the assets of the
Trust at the end of the initial offering period. Estimated organization
costs are assessed on a fixed dollar amount per Unit basis which, as a
percentage of average net assets, will vary over time.

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

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

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

Page 4


                             Report of Independent
                       Registered Public Accounting Firm



To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 9062

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 9062,
comprising FT Equity Allocation ETF Model Portfolio, 1Q '21 (the "Trust"),
one of the series constituting the FT Series, including the schedule of
investments, as of the opening of business on December 30, 2020 (Initial
Date of Deposit), and the related notes. In our opinion, the statement of
net assets presents fairly, in all material respects, the financial
position of the Trust as of the opening of business on December 30, 2020
(Initial Date of Deposit), in conformity with accounting principles
generally accepted in the United States of America.

Basis for Opinion

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

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

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the statement of net assets. Our audit also
included evaluating the accounting principles used and significant
estimates made by the Trust's Sponsor, as well as evaluating the overall
presentation of the statement of net assets. Our procedures included
confirmation of the irrevocable letter of credit held by The Bank of New
York Mellon, the Trustee, and deposited in the Trust for the purchase of
securities, as shown in the statement of net assets, as of the opening of
business on December 30, 2020, by correspondence with the Trustee. We
believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
December 30, 2020

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


Page 5


                            Statement of Net Assets

                FT Equity Allocation ETF Model Portfolio, 1Q '21
                                    FT 9062


  At the Opening of Business on the Initial Date of Deposit-December 30, 2020



                                   NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)                                            $178,800
Less liability for reimbursement to Sponsor for organization costs (3)                                            (662)
Less liability for deferred sales charge (4)                                                                    (2,503)
Less liability for creation and development fee (5)                                                               (179)
                                                                                                              ________
Net assets                                                                                                    $175,456
                                                                                                              ========
Units outstanding                                                                                               17,880
Net asset value per Unit (6)                                                                                  $  9.813
                             ANALYSIS OF NET ASSETS
Cost to investors (7)                                                                                         $178,800
Less maximum sales charge (7)                                                                                   (2,682)
Less estimated reimbursement to Sponsor for organization costs (3)                                                (662)
                                                                                                              ________
Net assets                                                                                                    $175,456
                                                                                                              ========

_____________


                        NOTES TO STATEMENT OF NET ASSETS

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

(1) The Trust invests in a diversified portfolio of ETFs. Aggregate cost
of the Securities listed under "Schedule of Investments" for the Trust is
based on their aggregate underlying value. The Trust has a Mandatory
Termination Date of April 7, 2022.

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

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0370 per
Unit. A payment will be made at the end of the initial offering period to
an account maintained by the Trustee from which the obligation of the
investors to the Sponsor will be satisfied. To the extent that actual
organization costs of the Trust are greater than the estimated amount,
only the estimated organization costs added to the Public Offering Price
will be reimbursed to the Sponsor and deducted from the assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge distributions
of $.140 per Unit, payable to the Sponsor in three approximately 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
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 ($.010 per Unit) is payable by the
Trust on behalf of Unit holders out of assets of the Trust at the end of
the initial offering period. If Units are redeemed prior to the close of
the initial offering period, the fee will not be deducted from the proceeds.

(6) Net asset value per Unit is calculated by dividing the Trust's net
assets by the number of Units outstanding. This figure includes
organization costs and the creation and development fee, which will only
be assessed to Units outstanding at the close of the initial offering
period.

(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge and the
creation and development fee) computed at the rate of 1.50% of the Public
Offering Price (equivalent to 1.50% of the net amount invested, exclusive
of the deferred sales charge and the creation and development fee),
assuming no reduction of the maximum sales charge as set forth under
"Public Offering."

Page 6


                            Schedule of Investments

                FT Equity Allocation ETF Model Portfolio, 1Q '21
                                    FT 9062


  At the Opening of Business on the Initial Date of Deposit-December 30, 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)
___________________________________                                            ______________  _________ _________  _____________
EXCHANGE-TRADED FUNDS (100.00%):
FTCS     First Trust Capital Strength ETF                                           9.02%         241     $  66.92    $  16,128
FDT      First Trust Developed Markets ex-US AlphaDEX(R) Fund                       2.98%          94        56.72        5,332
FEM      First Trust Emerging Markets AlphaDEX(R) Fund                              9.95%         715        24.88       17,789
FEP      First Trust Europe AlphaDEX(R) Fund                                        9.45%         436        38.77       16,904
FPXI     First Trust International Equity Opportunities ETF                         3.99%         105        67.94        7,134
FTC      First Trust Large Cap Growth AlphaDEX(R) Fund                             12.03%         224        96.01       21,506
FTA      First Trust Large Cap Value AlphaDEX(R) Fund                              12.51%         414        54.01       22,360
FNY      First Trust Mid Cap Growth AlphaDEX(R) Fund                                4.02%         110        65.26        7,179
FTXO     First Trust Nasdaq Bank ETF                                                3.00%         230        23.31        5,360
QTEC     First Trust NASDAQ-100-Technology Sector Index Fund                       10.01%         131       136.65       17,901
FBT      First Trust NYSE Arca Biotechnology Index Fund *                           5.01%          53       168.90        8,952
AIRR     First Trust RBA American Industrial Renaissance(R) ETF                     5.01%         268        33.45        8,964
FXL      First Trust Technology AlphaDEX(R) Fund                                    6.01%          97       110.86       10,753
FVD      First Trust Value Line(R) Dividend Index Fund                              7.01%         361        34.73       12,538
                                                                                  _______                              ________
               Total Investments                                                  100.00%                              $178,800
                                                                                  =======                              ========
_____________

(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 29, 2020. Such purchase contracts are
expected to settle within two business days.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the ask
prices of over-the-counter traded Securities at the Evaluation Time on the
business day prior to the Initial Date of Deposit). The cost of Securities
to the Trust may not compute due to rounding the market value per share.
The valuation of the Securities has been determined by the Evaluator, an
affiliate of the Sponsor. In accordance with Financial Accounting
Standards Board Accounting Standards Codification 820, "Fair Value
Measurement," the Trust's investments are classified as Level 1, which
refers to securities traded in an active market. The cost of the
Securities to the Sponsor and the Sponsor's loss (which is the difference
between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust) are $178,918 and $118, respectively.

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

* This Security represents a non-income producing security.

Page 7

                        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 9062, consists of a
single portfolio known as FT Equity Allocation ETF Model Portfolio, 1Q '21.

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

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

How We Created the Trust.

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

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

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

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

We cannot guarantee that the Trust will keep its present size and composition
for any length of time. Securities may be periodically sold under certain
circumstances to satisfy Trust obligations, to meet redemption requests and,
as described in "Removing Securities from the Trust," to maintain the sound
investment character of the Trust, and the proceeds received by the Trust will
be used to meet Trust obligations or distributed to Unit holders, but will not
be reinvested. However, Securities will not be sold to take advantage of
market fluctuations or changes in anticipated rates of appreciation or
depreciation, or if they no longer meet the criteria by which they were
selected. You will not be able to dispose of or vote any of the Securities in
the Trust. As the holder of the Securities, the Trustee will vote the
Securities and, except as described in "Removing Securities from the Trust,"
will endeavor to vote the Securities such that the Securities are voted as
closely as possible in the same manner and the same general proportion as are
the Securities held by owners other than such Trust.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the Securities
initially deposited in the Trust fails, unless we can purchase substitute
Securities ("Replacement Securities"), we will refund to you that portion of
the purchase price and transactional sales charge resulting from the failed
contract on the next Income Distribution Date. Any Replacement Security the
Trust acquires will be identical to those from the failed contract.

Page 8


                          Portfolio

Objective.

The Trust seeks above-average capital appreciation by investing in a
diversified portfolio of equity ETFs advised by First Trust Advisors L.P., an
affiliate of the Trust's Sponsor. Under normal circumstances, the Trust will
invest at least 80% of its assets in ETFs which invest at least 80% of their
assets in equity securities.

Portfolio Selection Process.


The Trust is a unit investment trust which seeks to provide broad equity
diversification by investing approximately 75% in First Trust(R) ETFs that
invest in common stocks across all market capitalizations, across all MSCI
GICS(R) sectors, and in U.S. and non-U.S. companies. The remaining
approximately 25% of the portfolio invests in narrowly focused First Trust(R)
ETFs that invest in common stocks of companies in the information technology,
industrials and financials sectors, which we believe will outperform the
overall market over the life of the Trust. The ETFs included in the portfolio
are selected by the First Trust Advisors Investment Committee through a
dynamic approach based on the following factors: the size and liquidity of the
ETF (requiring a minimum market capitalization of $50,000,000 and at least 6
months of trading history), the quality and character of the securities held
by the ETF, and the expense ratio of the ETF, while attempting to limit the
overlap of the securities held by the ETFs.


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

Additional Portfolio Contents.

In addition to the investments described above, the Trust has exposure to the
following investments through the Funds held by the Trust: foreign securities
(including American Depository Receipts and emerging market companies).

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

                        Risk Factors

Principal Risks.

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

Price Volatility. The Trust invests in ETFs. The value of the Trust's Units
will fluctuate with changes in the value of these Securities. The value of a
security fluctuates for several reasons including changes in investors'
perceptions of the financial condition of an issuer or the general condition
of the relevant stock market, such as market volatility, or when political or
economic events affecting the issuers occur.

Because the Trust is not managed, the Trustee will not sell Securities in
response to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of the Trust will be positive over any period of time, especially the
relatively short 15-month life of the Trust, or that you won't lose money.
Units of the Trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.


Market Risk. Market risk is the risk that a particular security, or Units of
the Trust in general, may fall in value. Securities are subject to market
fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Units of the Trust could decline in value or underperform
other investments. In addition, local, regional or global events such as war,
acts of terrorism, spread of infectious diseases or other public health
issues, recessions, 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

Page 9


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.


Distributions. As stated under "Summary of Essential Information," the Trust
will generally make monthly distributions of income. The Funds held by the
Trust make distributions on a monthly or quarterly basis. As a result of
changing interest rates, refundings, sales or defaults on the underlying
securities held by the Funds, and other factors, there is no guarantee that
distributions will either remain at current levels or increase over time.

Exchange-Traded Funds. The Trust invests in shares of ETFs. The Trust is
subject to substantially the same risks as those associated with the direct
ownership of the securities represented by the underlying ETFs in which it
invests. In addition, the Trust may be affected by losses of the ETFs and the
level of risk arising from the investment practices of the ETFs (such as the
use of leverage by the ETFs). The Trust has no control over the investments
and related risks taken by the ETFs in which it invests. The Trust and the
underlying funds have management and operating expenses. You will bear not
only your share of your Trust's expenses, but also the expenses of the
underlying funds. By investing in other funds, the Trust incurs greater
expenses than you would incur if you invested directly in the funds.

Shares of ETFs may trade at a discount from their net asset value in the
secondary market. This risk is separate and distinct from the risk that the
net asset value of the ETF shares may decrease. The amount of such discount
from net asset value is subject to change from time to time in response to
various factors.

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

Index Correlation Risk. Index correlation risk is the risk that the
performance of an index-based ETF will vary from the actual performance of the
fund's target index, known as "tracking error." This can happen due to
transaction costs, market impact, corporate actions (such as mergers and spin-
offs) and timing variances. Some index-based ETFs use a technique called
"representative sampling," which means that the ETF invests in a
representative sample of securities in its target index rather than all of the
index securities. This could increase the risk of a tracking error.

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

Value Investing Risk. Certain of the Funds held by the Trust hold common
stocks issued by companies which, based upon their lower than average
price/book ratios, are believed to be undervalued or inexpensive relative to
other companies in the same industry or the economy as a whole. These common

Page 10


stocks were generally selected on the basis of an issuer's business and
economic fundamentals or the securities' current and projected credit
profiles, relative to current market price. Such securities are subject to the
risk of misestimating certain fundamental factors and will generally
underperform during periods when value style investments are "out of favor."

Common Stocks. All of the Funds held by the Trust invest in common stocks.
Common stocks represent a proportional share of ownership in a company. Common
stock prices fluctuate for several reasons including changes in investors'
perceptions of the financial condition of an issuer or the general condition
of the relevant stock market, such as market volatility, or when political or
economic events affecting the issuers occur. Common stock prices may also be
particularly sensitive to rising interest rates, as the cost of capital rises
and borrowing costs increase, negatively impacting issuers.


Financials. Certain of the Funds held by the Trust invest in financial
companies. Financial companies, such as retail and commercial banks, insurance
companies and financial services companies, are subject to extensive
governmental regulation and intervention, which may adversely affect the scope
of their activities, the prices they can charge, the amount and types of
capital they must maintain and, potentially, their size. Governmental
regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation.
The impact of more stringent capital requirements, or recent or future
regulation in various countries, on any individual financial company or on
financial companies as a whole cannot be predicted. Certain risks may impact
the value of investments in financial companies more severely than those of
investments in other issuers, including the risks associated with companies
that operate with substantial financial leverage. Financial companies may also
be adversely affected by volatility in interest rates, decreases in the
availability of money or asset valuations, credit rating downgrades and
adverse conditions in other related markets. Insurance companies in particular
may be subject to severe price competition and/or rate regulation, which may
have an adverse impact on their profitability. Financial companies are also a
target for cyber-attacks and may experience technology malfunctions and
disruptions as a result.

In addition, general economic conditions are important to the operations of
financial companies. Credit losses resulting from financial difficulties of
borrowers and financial losses associated with investment activities may have
an adverse effect on the profitability of financial companies. While financial
companies such as banks tend to increase reserves in anticipation of economic
stress, there can be no assurance that such reserves will be sufficient to
cover rising default rates. Financial companies may be highly dependent upon
access to capital markets, and any impediments to such access, such as adverse
overall economic conditions or a negative perception in the capital markets of
a company's financial condition or prospects, could adversely affect its
business. Some financial companies may also be required to accept or borrow
significant amounts of capital from government sources. There is no guarantee
that governments will provide any such relief in the future. These actions may
cause the securities of many companies in the financials sector to decline in
value.

Industrials. Certain of the Funds held by the Trust invest in industrial
companies. General risks of industrial companies include the general state of
the economy, intense competition, consolidation, domestic and international
politics, excess capacity and consumer spending trends. In addition, they may
also be significantly affected by overall capital spending levels, economic
cycles, technical obsolescence, delays in modernization, labor relations,
government regulations and e-commerce initiatives.

Industrial companies may also be affected by factors more specific to their
individual industries. Industrial machinery manufacturers may be subject to
declines in consumer demand and the need for modernization. Aerospace and
defense companies may be influenced by decreased demand for new equipment,
aircraft order cancellations, changes in aircraft-leasing contracts and
cutbacks in profitable business travel. Agricultural equipment businesses may
be influenced by fluctuations in farm income, farm commodity prices,
government subsidies and weather conditions. The number of housing starts,
levels of public and non-residential construction including weakening demand
for new office and retail space, and overall construction spending may
adversely affect construction equipment manufacturers, while overproduction,
consolidation and weakening global economies may lead to deteriorating sales
for auto and truck makers and their suppliers.

Information Technology. Certain of the Funds held by the Trust invest in
technology companies. Technology companies are generally subject to the risks
of rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing; frequent introduction of new or enhanced
products; the loss of patent, copyright and trademark protections; cyclical

Page 11


market patterns; evolving industry standards; and frequent new product
introductions. Technology companies may be smaller and less experienced
companies, with limited product lines, markets or financial resources.
Technology company stocks have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance. Also,
the stocks of many Internet companies have exceptionally high price-to-
earnings ratios with little or no earnings histories.


Foreign Securities. Certain of the Funds held by the Trust invest in foreign
entities, which makes the Trust subject to more risks than if it only invested
in Funds which invest 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 interest
and/or dividends in foreign currencies and may be principally traded in
foreign currencies. Therefore, there is a risk that the U.S. dollar value of
these interest and/or dividend payments and/or securities will vary with
fluctuations in foreign exchange rates. Investments in debt securities of
foreign governments present special risks, including the fact that issuers may
be unable or unwilling to repay principal and/or interest when due in
accordance with the terms of such debt, or may be unable to make such
repayments when due in the currency required under the terms of the debt.
Political, economic and social events also may have a greater impact on the
price of debt securities issued by foreign governments than on the price of
U.S. securities.

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

Emerging Markets. Certain of the Funds held by the Trust invest in companies
headquartered or incorporated in countries considered to be emerging markets.
Risks of investing in developing or emerging countries are even greater than
the risks associated with foreign investments in general. These increased
risks include, among other risks, the possibility of investment and trading
limitations, greater liquidity concerns, higher price volatility, greater
delays and disruptions in settlement transactions, greater political
uncertainties and greater dependence on international trade or development
assistance. In addition, less information about emerging market companies is
publicly available due to differences in regulatory, accounting, audit and
financial recordkeeping standards and information that is available may be
unreliable or outdated. Moreover, 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. Certain of the Funds held by the Trust are subject to Brexit
risk. On January 31, 2020, the United Kingdom officially departed the European
Union (commonly referred to as "Brexit"). The United Kingdom is expected to
continue to follow European Union law during an 11-month transition period set
to terminate on December 31, 2020. The effects of Brexit will depend, in part,
on agreements the United Kingdom negotiates to retain access to markets in the
European Union during the transitional period, including current trade and
finance agreements. Brexit has led to volatility in global financial markets,
in particular those of the United Kingdom and across Europe, and may also lead
to weakening in political, regulatory, consumer, corporate and financial
confidence in the United Kingdom and Europe. Given the size and importance of
the United Kingdom's economy, uncertainty or unpredictability about its legal,
political and/or economic relationships with Europe has been, and may continue
to be, a source of instability and could lead to significant currency
fluctuations and other adverse effects on international markets and
international trade.

It is not currently possible to determine the extent of the impact Brexit may
have on the Trust's investments. The continued uncertainty following the

Page 12


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

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

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

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

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

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

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

Cybersecurity Risk. As the use of Internet technology has become more
prevalent in the course of business, the Trust has become more susceptible to
potential operational risks through breaches in cybersecurity. A breach in

Page 13


cybersecurity refers to both intentional and unintentional events that may
cause the Trust to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Sponsor of the Trust to
incur regulatory penalties, reputational damage, additional compliance costs
associated with corrective measures and/or financial loss. Cybersecurity
breaches may involve unauthorized access to digital information systems
utilized by the Trust through "hacking" or malicious software coding, but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cybersecurity breaches of the Trust's third-party service providers, or
issuers in which the Trust invests, can also subject the Trust to many of the
same risks associated with direct cybersecurity breaches. The Sponsor of, and
third-party service provider to, the Trust have established risk management
systems designed to reduce the risks associated with cybersecurity. However,
there is no guarantee that such efforts will succeed, especially because the
Trust does not directly control the cybersecurity systems of issuers or third-
party service providers.

Legislation/Litigation. From time to time, various legislative initiatives are
proposed in the United States and abroad which may have a negative impact on
certain of the Trust's investments. In addition, litigation regarding any of
the issuers of the Securities, or the industries represented by these issuers,
may negatively impact the value of these Securities. We cannot predict what
impact any pending or proposed legislation or pending or threatened litigation
will have on the value of the Trust's investments.

Additional Risks.

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


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

Credit Risk. Credit risk is the risk that a security's issuer is unable or
unwilling to make dividend, interest or principal payments when due and the
related risk that the value of a security may decline because of concerns
about the issuer's ability or willingness to make such payments.

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

Interest Rate Risk. Interest rate risk is the risk that the value of the
securities held by the Funds held by the Trust will fall if interest rates
increase. Securities typically fall in value when interest rates rise and rise
in value when interest rates fall. Securities with longer periods before
maturity are often more sensitive to interest rate changes. Due to the current
period of historically low rates, the securities held by the Funds may be
subject to a greater risk of rising interest rates than would normally be the
case.

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

Money Market Securities. Certain of the Funds held by the Trust invest in
money market or similar securities as a defensive measure when the Fund's
investment advisor anticipates unusual market or other conditions. If market
conditions improve while a Fund has temporarily invested some or all of its
assets in high quality money market securities, the potential gain from the
market upswing may be reduced, thus limiting the Fund's opportunity to achieve
its investment objective.

Preferred Securities. Certain of the Funds held by the Trust invest in
preferred stocks. Preferred stocks are unique securities that combine some of
the characteristics of both common stocks and bonds. Preferred stocks
generally pay a fixed rate of return and are sold on the basis of current
yield, like bonds. However, because they are equity securities, preferred

Page 14


stocks provide equity ownership of a company and the income is paid in the
form of dividends. Preferred stocks typically have a yield advantage over
common stocks as well as comparably-rated fixed income investments. Preferred
stocks are typically subordinated to bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater credit risk than those debt instruments.

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

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


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


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


                       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.

Page 15


Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration statement,
the Indenture and other closing documents, registering Units with the SEC and
states, the initial audit of the Trust's statement of net assets, legal fees
and the initial fees and expenses of the Trustee) will be purchased in the
same proportionate relationship as all the Securities contained in the Trust.
Securities will be sold to reimburse the Sponsor for the Trust's organization
costs at the end of the initial offering period (a significantly shorter time
period than the life of the Trust). During the initial offering period, there
may be a decrease in the value of the Securities. To the extent the proceeds
from the sale of these Securities are insufficient to repay the Sponsor for
Trust organization costs, the Trustee will sell additional Securities to allow
the Trust to fully reimburse the Sponsor. In that event, the net asset value
per Unit of the Trust will be reduced by the amount of additional Securities
sold. Although the dollar amount of the reimbursement due to the Sponsor will
remain fixed and will never exceed the per Unit amount set forth for the Trust
in "Notes to Statement of Net Assets," this will result in a greater effective
cost per Unit to Unit holders for the reimbursement to the Sponsor. To the
extent actual organization costs are less than the estimated amount, only the
actual organization costs will ultimately be charged to the Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will maintain
the same proportionate relationship among the Securities contained in the
Trust as existed prior to such sale.

Minimum Purchase.

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

Maximum Sales Charge.

The maximum sales charge of 1.50% per Unit is comprised of a transactional
sales charge and a creation and development fee. After the initial offering
period the maximum sales charge will be reduced by 0.50%, to reflect the
amount of the previously charged creation and development fee.

Transactional Sales Charge.

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

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
1.50% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.150 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of approximately $.0467 per Unit will be deducted from the 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 1.40% of the
Public Offering Price.

Creation and Development Fee.

As Sponsor, we will also receive, and the Unit holders will pay, a creation
and development fee. See "Expenses and Charges" for a description of the
services provided for this fee. The creation and development fee is a charge
of $.010 per Unit collected at the end of the initial offering period. If you
buy Units at a price of less than $10.00 per Unit, the dollar amount of the
creation and development fee will not change, but the creation and development
fee on a percentage basis will be more than 0.10% of the Public Offering Price.

Discounts for Certain Persons.

The maximum sales charge is 1.50% per Unit and the maximum dealer concession
is 1.25% per Unit.

If you are purchasing Units for an investment account, the terms of which
provide that your registered investment advisor or registered broker/dealer
(a) charges periodic fees in lieu of commissions; (b) charges for financial
planning, investment advisory or asset management services; or (c) charges a
comprehensive "wrap fee" or similar fee for these or comparable services ("Fee
Accounts"), you will not be assessed the transactional sales charge described
above on such purchases. These Units will be designated as Fee Account Units
and, depending upon the purchase instructions we receive, assigned either a
Fee Account Cash CUSIP Number, if you elect to have distributions paid to you,
or a Fee Account Reinvestment CUSIP Number, if you elect to have distributions
reinvested into additional Units of the Trust. Certain Fee Account Unit

Page 16


holders may be assessed transaction or other account fees on the purchase
and/or redemption of such Units by their registered investment advisor,
broker/dealer or other processing organizations for providing certain
transaction or account activities. Fee Account Units are not available for
purchase in the secondary market. We reserve the right to limit or deny
purchases of Units not subject to the transactional sales charge by investors
whose frequent trading activity we determine to be detrimental to the Trust.

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

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

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the Securities
in the Trust as of the Evaluation Time on each business day and will adjust
the Public Offering Price of the Units according to this valuation. This
Public Offering Price will be effective for all orders received before the
Evaluation Time on each such day. If we or the Trustee receive orders for
purchases, sales or redemptions after that time, or on a day which is not a
business day, they will be held until the next determination of price. The
term "business day" as used in this prospectus shall mean any day on which the
NYSE is open. For purposes of Securities and Unit settlement, the term
business day does not include days on which U.S. financial institutions are
closed.

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

Page 17


the market, or (c) any combination of the above. If such prices are in a
currency other than U.S. dollars, the value of such Security shall be
converted to U.S. dollars based on current exchange rates (unless the
Evaluator deems such prices inappropriate as a basis for evaluation). If the
Evaluator deems a price determined as set forth above to be inappropriate as
the basis for evaluation, the Evaluator shall use such other information
available to the Evaluator which it deems appropriate as the basis for
determining the value of a Security.

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

                    Distribution of Units

We intend to qualify Units of the Trust for sale in a number of states. All
Units will be sold at the then current Public Offering Price.

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

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which represent
a concession or agency commission of 1.25% of the Public Offering Price per
Unit, subject to reductions set forth in "Public Offering-Discounts for
Certain Persons."

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

Total sales                                 Additional
(in millions)                               Concession
______________________________________________________
$25 but less than $100                          0.035%
$100 but less than $150                         0.050%
$150 but less than $250                         0.075%
$250 but less than $1,000                       0.100%
$1,000 but less than $5,000                     0.125%
$5,000 but less than $7,500                     0.150%
$7,500 or more                                  0.175%

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

Other Compensation and Benefits to Broker/Dealers.

The Sponsor, at its own expense and out of its own profits, currently provides
additional compensation and benefits to broker/dealers who sell Units of this
Trust and other First Trust products. This compensation is intended to result
in additional sales of First Trust products and/or compensate broker/dealers
and financial advisors for past sales. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
but are not limited to, the level or type of services provided by the
intermediary, the level or expected level of sales of First Trust products by
the intermediary or its agents, the placing of First Trust products on a
preferred or recommended product list, access to an intermediary's personnel,
and other factors. The Sponsor makes these payments for marketing, promotional
or related expenses, including, but not limited to, expenses of entertaining
retail customers and financial advisors, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor makes such payments to a substantial majority
of intermediaries that sell First Trust products. The Sponsor may also make

Page 18


certain payments to, or on behalf of, intermediaries to defray a portion of
their costs incurred for the purpose of facilitating Unit sales, such as the
costs of developing or purchasing trading systems to process Unit trades.
Payments of such additional compensation described in this and the preceding
paragraph, some of which may be characterized as "revenue sharing," create a
conflict of interest by influencing financial intermediaries and their agents
to sell or recommend a First Trust product, including the Trust, over products
offered by other sponsors or fund companies. These arrangements will not
change the price you pay for your Units.

Advertising and Investment Comparisons.

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

From time to time we may compare the estimated returns of the Trust (which may
show performance net of the expenses and charges the Trust would have
incurred) and returns over specified periods of other similar trusts we
sponsor in our advertising and sales materials, with (1) returns on other
taxable investments such as the common stocks comprising various market
indexes, corporate or U.S. Government bonds, bank CDs and money market
accounts or funds, (2) performance data from Morningstar, Inc. or (3)
information from publications such as Money, The New York Times, U.S. News and
World Report, Bloomberg Businessweek, Forbes or Fortune. The investment
characteristics of the Trust differ from other comparative investments. You
should not assume that these performance comparisons will be representative of
the Trust's future performance. We may also, from time to time, use
advertising which classifies trusts or portfolio securities according to
capitalization and/or investment style.

                    The Sponsor's Profits

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

In maintaining a market for the Units, any difference between the price at
which we purchase Units and the price at which we sell or redeem them will be
a profit or loss to us.

                    The Secondary Market

Although not obligated, we may maintain a market for the Units after the
initial offering period and continuously offer to purchase Units at prices
based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the Evaluator
fees and Trustee costs to transfer and record the ownership of Units. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF YOUR
UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE MAKING A TENDER
FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem your Units before you
have paid the total deferred sales charge on your Units, you will have to pay
the remainder at that time.

                    How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units that we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,

Page 19


the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

                    Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table." If
actual expenses of the Trust exceed the estimate, the Trust will bear the
excess. The Trustee will pay operating expenses of the Trust from the Income
Account if funds are available, and then from the Capital Account. The Income
and Capital Accounts are non-interest-bearing to Unit holders, so the Trustee
may earn interest on these funds, thus benefiting from their use. In addition,
investors will also indirectly pay a portion of the expenses of the underlying
Funds. The Bank of New York Mellon may act as custodian, fund accountant
and/or transfer agent for the underlying Funds and may receive compensation
for such services.

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio Supervisor
and Evaluator and will be compensated for providing portfolio supervisory
services and evaluation services as well as bookkeeping and other
administrative services to the Trust. In providing portfolio supervisory
services, the Portfolio Supervisor may purchase research services from a
number of sources, which may include underwriters or dealers of the Trust. As
Sponsor, we will receive brokerage fees when the Trust uses us (or an
affiliate of ours) as agent in buying or selling Securities. As authorized by
the Indenture, the Trustee may employ a subsidiary or affiliate of the Trustee
to act as broker to execute certain transactions for the Trust. The Trust will
pay for such services at standard commission rates.

The fees payable to First Trust Advisors L.P. and the Trustee are based on the
largest aggregate number of Units of the Trust outstanding at any time during
the calendar year, except during the initial offering period, in which case
these fees are calculated based on the largest number of Units outstanding
during the period for which compensation is paid. These fees may be adjusted
for inflation without Unit holders' approval, but in no case will the annual
fees paid to us or our affiliates for providing services to all unit
investment trusts be more than the actual cost of providing such services in
such year.

As Sponsor, we will receive a fee from the Trust for creating and developing
the Trust, including determining the Trust's objectives, policies, composition
and size, selecting service providers and information services and for
providing other similar administrative and ministerial functions. The
"creation and development fee" is a charge of $.010 per Unit outstanding at
the end of the initial offering period. The Trustee will deduct this amount
from the Trust's assets as of the close of the initial offering period. We do
not use this fee to pay distribution expenses or as compensation for sales
efforts. This fee will not be deducted from your proceeds if you sell or
redeem your Units before the end of the initial offering period.

In addition to the Trust's operating expenses and those fees described above,
the Trust may also incur the following charges:

- All legal expenses of the Trustee according to its responsibilities under
the Indenture;

- The expenses and costs incurred by the Trustee to protect the Trust and your
rights and interests (i.e., participating in litigation concerning a portfolio
security) and the costs of indemnifying the Trustee;

- Fees for any extraordinary services the Trustee performed under the Indenture;

- Payment for any loss, liability or expense the Trustee incurred without
negligence, bad faith or willful misconduct on its part, in connection with
its acceptance or administration of the Trust;

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

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

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

The above expenses and the Trustee's annual fee are secured by a lien on the
Trust. In addition, if there is not enough cash in the Income or Capital
Account, the Trustee has the power to sell Securities to make cash available
to pay these charges which may result in capital gains or losses to you. See
"Tax Status."

                         Tax Status

Federal Tax Matters.

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

Page 20


with special circumstances. In addition, this section may not describe your
state, local or non-U.S. tax consequences.

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

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

Trust Status.

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

The Trust intends to qualify as a "regulated investment company," commonly
known as a "RIC," under the federal tax laws. If the Trust qualifies as a RIC
and distributes its income as required by the tax law, the Trust generally
will not pay federal income taxes. For federal income tax purposes, you are
treated as the owner of the Trust Units and not of the assets held by the
Trust.

Income from the Trust.

Trust distributions are generally taxable. After the end of each year, you
will receive a tax statement that separates the Trust's distributions into
ordinary income dividends, capital gain dividends, exempt-interest dividends
and return of capital. Income reported is generally net of expenses (but see
"Treatment of Trust Expenses" below). Ordinary income dividends are generally
taxed at your ordinary income tax rate, however, certain dividends received
from the Trust may be taxed at the capital gains tax rates. Generally, all
capital gain dividends are treated as long-term capital gains regardless of
how long you have owned your Units. Exempt-interest dividends generally are
excluded from your gross income for federal income tax purposes. Some or all
of the exempt-interest dividends may be taken into account for alternative
minimum tax purposes and may have other tax consequences. In addition, the
Trust may make distributions that represent a return of capital for tax
purposes and will generally not be currently taxable to you, although they
generally reduce your tax basis in your Units and thus increase your taxable
gain or decrease your loss when you dispose of your Units. The tax laws may
require you to treat distributions made to you in January as if you had
received them on December 31 of the previous year.

Some distributions from the Trust may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than your
ordinary income and short-term capital gain income. The distributions from the
Trust that you must take into account for federal income tax purposes are not
reduced by the amount used to pay a deferred sales charge, if any.
Distributions from the Trust, including capital gains but not exempt-interest
dividends, may also be subject to a "Medicare tax" if your adjusted gross
income exceeds certain threshold amounts.

Certain Stock Dividends.

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

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

Sale of Units.

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

The tax statement you receive in regard to the sale or redemption of your
Units may contain information about your basis in the Units and whether any
gain or loss recognized by you should be considered long-term or short-term
capital gain. The information reported to you is based upon rules that do not

Page 21


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 the Trust will generally not be treated as
income taxable to you. In some cases, however, you may be required to treat
your portion of these Trust expenses as income. You may not be able to take a
deduction for some or all of these expenses even if the cash you receive is
reduced by such expenses.

Investments in Certain Non-U.S. Corporations.

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

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

Non-U.S. Investors.

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


Separately, the United States, pursuant to the Foreign Account Tax Compliance
Act ("FATCA") imposes a 30% tax on certain non-U.S. entities that receive U.S.
source interest or dividends if the non-U.S. entity does not comply with
certain U.S. disclosure and reporting requirements. This FATCA tax also
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.

Foreign Tax Credit.

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

In-Kind Distributions.

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

Rollovers.

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

Page 22


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

                      Retirement Plans

You may purchase Units of the Trust for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

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

                   Rights of Unit Holders

Unit Ownership.

Ownership of Units will not be evidenced by certificates. If you purchase or
hold Units through a broker/dealer or bank, your ownership of Units will be
recorded in book-entry form at the Depository Trust Company ("DTC") and
credited on its records to your broker/dealer's or bank's DTC account.
Transfer of Units will be accomplished by book entries made by DTC and its
participants if the Units are registered to DTC or its nominee, Cede & Co. DTC
will forward all notices and credit all payments received in respect of the
Units held by the DTC participants. You will receive written confirmation of
your purchases and sales of Units from the broker/dealer or bank through which
you made the transaction. You may transfer your Units by contacting the
broker/dealer or bank through which you hold your Units.

Unit Holder Reports.

The Trustee will prepare a statement detailing the per Unit amounts (if any)
distributed from the Income Account and Capital Account in connection with
each distribution. In addition, at the end of each calendar year, the Trustee
will prepare a statement which contains the following information:

- A summary of transactions in the Trust for the year;

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

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

- 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 the Trust's
Securities to the Income Account of the Trust. All other receipts, such as
return of capital or capital gain dividends, are credited to the Capital
Account of the Trust. Dividends received on foreign Securities, if any, are
converted into U.S. dollars at the applicable exchange rate.

The Trustee will make distributions on or near the Income Distribution Dates
to Unit holders of record on the preceding Income Distribution Record Date.
Distributions will consist of an amount substantially equal to the Unit
holder's pro rata share of the balance of the Income Account calculated on the
basis of one-twelfth of the estimated annual dividend distributions (reset on
a quarterly basis) in the Income Account after deducting estimated expenses.
See "Summary of Essential Information." The amount of the initial distribution
from the Income Account will be prorated based on the number of days in the
first payment period. No income distribution will be paid if accrued expenses
of the Trust exceed amounts in the Income Account on the Distribution Dates.
Distribution amounts will vary with changes in the Trust's fees and expenses,
in dividends received and with the sale of Securities. The Trustee will
distribute amounts in the Capital Account, net of amounts designated to meet
redemptions, pay the deferred sales charge and creation and development fee or
pay expenses on the twenty-fifth day of each month to Unit holders of record
on the tenth day of each month provided the amount equals at least $1.00 per
100 Units. In any case, the Trustee will distribute any funds in the Capital
Account in December of each year and as part of the final liquidation
distribution. If the Trustee does not have your taxpayer identification number

Page 23


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

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

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

                    Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending a request
for redemption to your broker/dealer or bank through which you hold your
Units. No redemption fee will be charged, but you are responsible for any
governmental charges that apply. Certain broker/dealers may charge a
transaction fee for processing redemption requests. Two business days after
the day you tender your Units (the "Date of Tender") you will receive cash in
an amount for each Unit equal to the Redemption Price per Unit calculated at
the Evaluation Time on the Date of Tender.

The Date of Tender is considered to be the date on which your redemption
request is received by the Trustee from the broker/dealer or bank through
which you hold your Units (if such day is a day the NYSE is open for trading).
However, if the redemption request is received after 4:00 p.m. Eastern time
(or after any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next day the
NYSE is open for trading.

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

If you tender for redemption at least 2,500 Units, or such larger amount as
required by your broker/dealer or bank, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the Redemption
Price per Unit by making this request to your broker/dealer or bank at the
time of tender. However, to be eligible to participate in the In-Kind
Distribution option at redemption, Unit holders must hold their Units through
the end of the initial offering period. No In-Kind Distribution requests
submitted during the 10 business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make an In-
Kind Distribution by distributing each of the Securities in book-entry form to
your bank's or broker/dealer's account at DTC. The Trustee will subtract any
customary transfer and registration charges from your In-Kind Distribution. As

Page 24


a tendering Unit holder, you will receive your pro rata number of whole shares
of Securities that make up the portfolio, and cash from the Capital Account
equal to the fractional shares to which you are entitled.

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

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

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

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

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

- For any other period permitted by SEC order.

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

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

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

6. other liabilities incurred by the Trust; and

dividing

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

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

                  Investing in a New Trust

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

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

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

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

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

Page 25


             Removing Securities from the Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

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

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

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

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

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

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

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

Except for instances in which the Trust acquires Replacement Securities, as
described in "The FT Series," the Trust will generally not acquire any
securities or other property other than the Securities. The Trustee, on behalf
of the Trust and at the direction of the Sponsor, will vote for or against any
offer for new or exchanged securities or property in exchange for a Security,
such as those acquired in a merger or other transaction. If such exchanged
securities or property are acquired by the Trust, at our instruction, they
will either be sold or held in the Trust. In making the determination as to
whether to sell or hold the exchanged securities or property we may get advice
from the Portfolio Supervisor. Any proceeds received from the sale of
Securities, exchanged securities or property will be credited to the Capital
Account of the Trust for distribution to Unit holders or to meet redemption
requests. The Trustee may retain and pay us or an affiliate of ours to act as
agent for the Trust to facilitate selling Securities, exchanged securities or
property from the Trust. If we or our affiliate act in this capacity, we will
be held subject to the restrictions under the 1940 Act. When acting in an
agency capacity, we may select various broker/dealers to execute securities
transactions on behalf of the Trust, which may include broker/dealers who sell
Units of the Trust. We do not consider sales of Units of the Trust or any
other products sponsored by First Trust as a factor in selecting such
broker/dealers. As authorized by the Indenture, the Trustee may also employ a
subsidiary or affiliate of the Trustee to act as broker in selling such
Securities or property. The Trust will pay for these brokerage services at
standard commission rates.

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

            Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

Page 26


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

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

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

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

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

If you do not elect to participate in the rollover option, you will receive a
cash distribution from the sale of the remaining Securities, along with your
interest in the Income and Capital Accounts, within a reasonable time after
the Trust is terminated. The Trustee will deduct from the Trust any accrued
costs, expenses, advances or indemnities provided for by the Indenture,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to pay any taxes or other governmental
charges.

      Information on the Sponsor, Trustee and Evaluator

The Sponsor.

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

- The First Trust Combined Series

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

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $460 billion in First Trust
unit investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of FINRA and SIPC. Our principal offices are at 120 East
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As of
December 31, 2019, the total partners' capital of First Trust Portfolios L.P.
was $49,108,615.

This information refers only to us and not to the Trust or to any series of
the Trust or to any other dealer. We are including this information only to
inform you of our financial responsibility and our ability to carry out our
contractual obligations. We will provide more detailed financial information
on request.

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

The Trustee.

The Trustee is The Bank of New York Mellon, a trust company organized under
the laws of New York. The Bank of New York Mellon has its unit investment
trust division offices at 240 Greenwich Street, New York, New York 10286,
telephone 800-813-3074. If you have questions regarding your account or your
Trust, please contact the Trustee at its unit investment trust division
offices or your financial advisor. The Sponsor does not have access to
individual account information. The Bank of New York Mellon is subject to
supervision and examination by the Superintendent of the New York State
Department of Financial Services and the Board of Governors of the Federal
Reserve System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.

Page 27


The Trustee has not participated in selecting the Securities for the Trust; it
only provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for not
taking any action in good faith according to the Indenture. We will also not
be accountable for errors in judgment. We will only be liable for our own
willful misfeasance, bad faith, gross negligence (ordinary negligence in the
Trustee's case) or reckless disregard of our obligations and duties. The
Trustee is not liable for any loss or depreciation when the Securities are
sold. If we fail to act under the Indenture, the Trustee may do so, and the
Trustee will not be liable for any action it takes in good faith under the
Indenture.

The Trustee will not be liable for any taxes or other governmental charges or
interest on the Securities which the Trustee may be required to pay under any
present or future law of the United States or of any other taxing authority
with jurisdiction. Also, the Indenture states other provisions regarding the
liability of the Trustee.

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

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

- Terminate the Indenture and liquidate the Trust; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

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

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make determinations
in good faith based upon the best available information, but will not be
liable to the Trustee, Sponsor or Unit holders for errors in judgment.

                      Other Information

Legal Opinions.

Our counsel is Chapman and Cutler LLP, 111 W. Monroe St., Chicago, Illinois
60603. They have passed upon the legality of the Units offered hereby and
certain matters relating to federal tax law. Carter Ledyard & Milburn LLP acts
as the Trustee's counsel.

Experts.

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

Supplemental Information.

If you write or call the Sponsor, you will receive free of charge supplemental
information about this Series, which has been filed with the SEC and to which
we have referred throughout. This information states more specific details
concerning the nature, structure and risks of this product. You should be
aware that the Trust and the underlying Funds do not necessarily have exposure
to all of the various asset classes described in the Information Supplement.
In addition, the underlying Funds' exposure to the investments described in
the Information Supplement is not fixed and may change over time.

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Page 31


                                First Trust(R)

               FT Equity Allocation ETF Model Portfolio, 1Q '21
                                    FT 9062

                                   Sponsor:

                          First Trust Portfolios L.P.

                          Member SIPC o Member FINRA
                            120 East Liberty Drive
                            Wheaton, Illinois 60187
                                 800-621-1675

                                   Trustee:

                          The Bank of New York Mellon

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

                            ________________________

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

  THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
  NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL THAT
   SERIES HAS BECOME EFFECTIVE WITH THE SEC. NO SECURITIES CAN BE SOLD IN ANY
                      STATE WHERE A SALE WOULD BE ILLEGAL.

                            ________________________

   This prospectus contains information relating to the above-mentioned unit
    investment trust, but does not contain all of the information about this
    investment company as filed with the SEC in Washington, D.C. under the:


             - Securities Act of 1933 (file no. 333-250060) and

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

  Information about the Trust, including its 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 Trust is available on the EDGAR Database on the SEC's
                         Internet site at www.sec.gov.

                    To obtain copies at prescribed rates -

                   Write: Public Reference Section of the SEC
                          100 F Street, N.E.
                          Washington, D.C. 20549
          e-mail address: publicinfo@sec.gov


                               December 30, 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 trust contained in
FT 9062 not found in the prospectus for the Trust. However, you should be
aware that the Trust and the underlying Funds do not necessarily have
exposure to all of the various asset classes described in this Information
Supplement. In addition, the underlying Funds' exposure to the investments
described below is not fixed and may change over time. This Information
Supplement is not a prospectus and does not include all of the information
you should consider before investing in the Trust. This Information
Supplement should be read in conjunction with the prospectus for the Trust
in which you are considering investing.


This Information Supplement is dated December 30, 2020. Capitalized terms
have been defined in the prospectus.


                             Table of Contents

Risk Factors
   Securities                                                   1
   Common Stocks                                                1
   Financials                                                   2
   Industrials                                                  3
   Information Technology                                       3
   Preferred Stocks                                             4
   Trust Preferred Securities                                   4
   REITs                                                        5
   ETFs                                                         6
   Closed-End Funds                                             7
   Business Development Companies                               7
   Convertible Securities                                       8
   Fixed-Income Securities                                     10
   High-Yield Securities                                       11
   Senior Loans                                                12
   Subprime Residential Mortgage Loans                         13
   TIPS                                                        13
   Foreign Issuers                                             13
   Emerging Markets                                            14
   Small and/or Mid Capitalization Companies                   15

Risk Factors

Securities. An investment in Units of the Trust should be made with an
understanding of the risks involved in the Trust's exposure to the
following types of securities, either directly or indirectly through the
Funds held by the Trust: common stocks ("Common Stocks"), preferred stock
("Preferred Stocks"), trust preferred securities ("Trust Preferred
Securities"), real estate investment trusts ("REITs"), exchange-traded
funds ("ETFs"), closed-end funds ("Closed-End Funds") and/or business
development companies.

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

Page 1


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.


Financials. Companies in the financials sector include regional and money
center banks, securities brokerage firms, asset management companies,
savings banks and thrift institutions, specialty finance companies (e.g.,
credit card, mortgage providers), insurance and insurance brokerage firms,
consumer finance firms, financial conglomerates, foreign banking and
financial companies.

Financial companies are subject to extensive governmental regulation which
limits their activities and may affect their ability to earn a profit from
a given line of business. Government regulation may change frequently and
may have significant adverse consequences for companies in the financials
sector, including effects not intended by the regulation. New legislation
and regulatory changes could cause business disruptions, result in
significant loss of revenue, limit financial firms' ability to pursue
business opportunities, impact the value of business assets and impose
additional costs that may adversely affect business. There can be no
assurance as to the actual impact these laws and their implementing
regulations, or any other governmental program, will have on any
individual financial company or on the financial markets as a whole.
Companies in the financials sector may also be the targets of hacking and
potential theft of proprietary or customer information or disruptions in
service, which could have a material adverse effect on their businesses.

In addition, general economic conditions are important to the operations
of these companies, and financial difficulties of borrowers may have an
adverse effect on the profitability of financial companies. Financial
companies can be highly dependent upon access to capital markets, and any
impediments to such access, such as adverse overall economic conditions or
a negative perception in the capital markets of a financial company's
financial condition or prospects, could adversely affect its business.
Deterioration of credit markets can have an adverse impact on a broad
range of financial markets, causing certain financial companies to incur
large losses. In these conditions, companies in the financials sector may
experience significant declines in the valuation of their assets, take
actions to raise capital and even cease operations. Some financial
companies may also be required to accept or borrow significant amounts of
capital from government sources and may face future government-imposed
restrictions on their businesses or increased government intervention.
However, there is no guarantee that governments will provide any such
relief in the future. These actions may cause the securities of many
companies in the financials sector to decline in value.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets, in commercial and residential real
estate loans or any particular segment or industry; and competition from
new entrants in their fields of business. Banks, thrifts and their holding
companies are subject to extensive federal regulation and, when such
institutions are state-chartered, to state regulation as well. Such
regulations impose strict capital requirements and limitations on the
nature and extent of business activities that banks and thrifts may
pursue. Regulatory actions, such as increases in the minimum capital
requirements applicable to banks and thrifts and increases in deposit
insurance premiums required to be paid by banks and thrifts to the FDIC,
can negatively impact earnings and the ability of a company to pay
dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks or
their holding companies, or insures against any risk of investment in the
securities issued by such institutions.

Interest rate levels, general economic conditions and price and marketing
competition also affect insurance company profits. Companies involved in
the insurance industry are engaged in underwriting, reinsuring, selling,
distributing or placing of property and casualty, life or health

Page 2


insurance. Property and casualty insurance profits may also be affected by
weather catastrophes and other disasters. Life and health insurance
profits may be affected by mortality and morbidity rates. Individual
companies may be exposed to material risks including reserve inadequacy
and the inability to collect from reinsurance carriers. Insurance
companies are subject to extensive governmental regulation, including the
imposition of maximum rate levels, which may not be adequate for some
lines of business. Proposed or potential tax law changes may also
adversely affect insurance companies' policy sales, tax obligations, and
profitability. In addition to the foregoing, profit margins of these
companies continue to shrink due to the commoditization of traditional
businesses, new competitors, capital expenditures on new technology and
the pressures to compete globally. All insurance companies are subject to
state laws and regulations that require diversification of their
investment portfolios and limit the amount of investments in certain
investment categories. Failure to comply with these laws and regulations
would cause non-conforming investments to be treated as non-admitted
assets for purposes of measuring statutory surplus and, in some instances,
would require divestiture associations.

Industrials. The profitability of industrial companies will be affected by
various factors including the general state of the economy, intense
competition, domestic and international politics, excess capacity and
spending trends. The Internet may also influence the industrial market.
Customers' desire for better pricing and convenience, as well as
manufacturers' desire to boost profitability by finding new avenues of
sales growth and productivity gains, may drive many industrial
manufacturers to invest heavily in Internet hardware and software. Because
the Internet allows manufacturers to take orders directly from customers,
thus eliminating the middlemen from both supply chains and distributors,
industrial makers may no longer need traditional third-party outfits to
distribute their products. In addition, the Internet may also allow
industrial manufacturers to cut inventory levels, by enabling customers to
tailor their orders to their specific needs.

Industrial companies may also be affected by factors more specific to
their individual industries. Industrial machinery manufacturers may be
subject to declines in consumer demand and the need for modernization.
Agricultural equipment businesses may be influenced by fluctuations in
farm income, farm commodity prices, government subsidies and weather
conditions. The number of housing starts, levels of public and non-
residential construction including weakening demand for new office and
retail space, and overall construction spending may adversely affect
construction equipment manufacturers, while overproduction, consolidation
and weakening global economies may lead to deteriorating sales for truck
makers.

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

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

Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an issuer's
operating results and customer relationships could be adversely affected
by either an increase in price for, or an interruption or reduction in
supply of, any key components. Additionally, many technology issuers are

Page 3


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.


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

Trust Preferred Securities. An investment in trust preferred securities
should be made with an understanding of the risks which such an investment
entails. Holders of trust preferred securities incur risks in addition to
or slightly different than the typical risks of holding preferred stocks.
Trust preferred securities are limited-life preferred securities that are
typically issued by corporations, generally in the form of interest-

Page 4


bearing notes or preferred securities, or by an affiliated business trust
of a corporation, generally in the form of beneficial interests in
subordinated debentures issued by the corporation, or similarly structured
securities. The maturity and dividend rate of the trust preferred
securities are structured to match the maturity and coupon interest rate
of the interest-bearing notes, preferred securities or subordinated
debentures. Trust preferred securities usually mature on the stated
maturity date of the interest-bearing notes, preferred securities or
subordinated debentures and may be redeemed or liquidated prior to the
stated maturity date of such instruments for any reason on or after their
stated call date or upon the occurrence of certain extraordinary
circumstances at any time. Trust preferred securities generally have a
yield advantage over traditional preferred stocks, but unlike preferred
stocks, distributions on the trust preferred securities are treated as
interest rather than dividends for Federal income tax purposes. Unlike
most preferred stocks, distributions received from trust preferred
securities are not eligible for the dividends-received deduction. Certain
of the risks unique to trust preferred securities include: (i)
distributions on trust preferred securities will be made only if interest
payments on the interest-bearing notes, preferred securities or
subordinated debentures are made; (ii) a corporation issuing the interest-
bearing notes, preferred securities or subordinated debentures may defer
interest payments on these instruments for up to 20 consecutive quarters
and if such election is made, distributions will not be made on the trust
preferred securities during the deferral period; (iii) certain tax or
regulatory events may trigger the redemption of the interest-bearing
notes, preferred securities or subordinated debentures by the issuing
corporation and result in prepayment of the trust preferred securities
prior to their stated maturity date; (iv) future legislation may be
proposed or enacted that may prohibit the corporation from deducting its
interest payments on the interest-bearing notes, preferred securities or
subordinated debentures for tax purposes, making redemption of these
instruments likely; (v) a corporation may redeem the interest-bearing
notes, preferred securities or subordinated debentures in whole at any
time or in part from time to time on or after a stated call date; (vi)
trust preferred securities holders have very limited voting rights; and
(vii) payment of interest on the interest-bearing notes, preferred
securities or subordinated debentures, and therefore distributions on the
trust preferred securities, is dependent on the financial condition of the
issuing corporation.

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

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

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

The underlying value of REITs and their ability to pay dividends may be
adversely affected by changes in national economic conditions, changes in
local market conditions due to changes in general or local economic
conditions and neighborhood characteristics, increased competition from

Page 5


other properties, obsolescence of property, changes in the availability,
cost and terms of mortgage funds, the impact of present or future
environmental legislation and compliance with environmental laws, the
ongoing need for capital improvements, particularly in older properties,
changes in real estate tax rates and other operating expenses, regulatory
and economic impediments to raising rents, adverse changes in governmental
rules and fiscal policies, dependency on management skill, civil unrest,
acts of God, including earthquakes, fires and other natural disasters
(which may result in uninsured losses), acts of war, adverse changes in
zoning laws, and other factors which are beyond the control of the issuers
of REITs. The value of REITs may at times be particularly sensitive to
devaluation in the event of rising interest rates.

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

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

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

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

Page 6


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

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

Shares of ETFs frequently trade at a discount from their net asset value
in the secondary market. This risk is separate and distinct from the risk
that the net asset value of the ETF shares may decrease. The amount of
such discount from net asset value is subject to change from time to time
in response to various factors.

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

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

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

Business Development Companies. An investment in business development
companies should be made with an understanding of the risks which such an
investment entails. Business development companies' portfolios are managed
and their shares are generally listed on a securities exchange. Business
development companies are closed-end funds which have elected to be
treated as business development companies. The net asset value of business
development company shares will fluctuate with changes in the value of the
underlying securities which the business development company fund owns. In
addition, for various reasons business development company shares
frequently trade at a discount from their net asset value in the secondary
market. The amount of such discount from net asset value is subject to
change from time to time in response to various factors. Business
development companies' articles of incorporation may contain certain anti-

Page 7


takeover provisions that may have the effect of inhibiting a fund's
possible conversion to open-end status and limiting the ability of other
persons to acquire control of a fund. In certain circumstances, these
provisions might also inhibit the ability of stockholders (including the
Trust) to sell their shares at a premium over prevailing market prices.
This characteristic is a risk separate and distinct from the risk that a
fund's net asset value will decrease. In particular, this characteristic
would increase the loss or reduce the return on the sale of those business
development company shares which were purchased by the Trust at a premium.
In the unlikely event that a business development company converts to open-
end status at a time when its shares are trading at a premium there would
be an immediate loss in value to a Trust since shares of open-end funds
trade at net asset value. Certain business development companies may have
in place or may put in place in the future plans pursuant to which the
fund may repurchase its own shares in the marketplace. Typically, these
plans are put in place in an attempt by a fund's board of directors to
reduce a discount on its share price. To the extent such a plan was
implemented and shares owned by the Trust are repurchased by a fund, the
Trust's position in that fund would be reduced and the cash would be
distributed.

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

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

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

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

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

When the conversion price of the convertible security is significantly
above the price of the issuer's common stock, a convertible security takes
on the risk characteristics of a bond. At such times, the price of a

Page 8


convertible security will vary inversely with changes in the level of
interest rates. In other words, when interest rates rise, prices of
convertible securities will generally fall; conversely, when interest
rates fall, prices of convertible securities will generally rise. This
interest rate risk is in part offset by the income paid by the convertible
securities.

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

For these reasons Unit holders must be willing to accept the market risks
of both bonds and common stocks. However, because convertible securities
have characteristics of both common stocks and bonds, they tend to be less
sensitive to interest rate changes than bonds of comparable maturity and
quality, and less sensitive to stock market changes than fully invested
common stock portfolios. Because of these factors and the hybrid nature of
convertible securities, Unit holders should recognize that convertible
securities are likely to perform quite differently than broadly-based
measures of the stock and bond markets.

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

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

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

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

Convertible Bonds are typically subordinated debentures and, therefore,
the claims of senior creditors must be settled in full before any payment
will be made to holders of Convertible Bonds in the event of insolvency or
bankruptcy. Senior creditors typically include all other long-term debt

Page 9


issuers and bank loans. Convertible Bonds do, however, have a priority
over common and preferred stock. Investors in Convertible Bonds pay for
the conversion privilege by accepting a significantly lower yield-to-
maturity than that concurrently offered by non-convertible bonds of
equivalent quality.

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

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

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

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

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

Fixed-income securities may have been acquired at a market premium from
par value at maturity. The coupon interest rates on the premium securities
at the time they were purchased were higher than the current market
interest rates for newly issued securities of comparable rating and type.

Page 10


If such interest rates for newly issued and otherwise comparable
securities decrease, the market premium of previously issued securities
will be increased, and if such interest rates for newly issued comparable
securities increase, the market premium of previously issued securities
will be reduced, other things being equal. The current returns of
securities trading at a market premium are initially higher than the
current returns of comparable securities of a similar type issued at
currently prevailing interest rates because premium securities tend to
decrease in market value as they approach maturity when the face amount
becomes payable. Because part of the purchase price is thus returned not
at maturity but through current income payments, early redemption of a
premium security at par or early prepayments of principal will result in a
reduction in yield. Redemption pursuant to call provisions generally will,
and redemption pursuant to sinking fund provisions may, occur at times
when the redeemed securities have an offering side valuation which
represents a premium over par or for original issue discount securities a
premium over the accreted value. To the extent that the securities were
purchased at a price higher than the price at which they are redeemed,
this will represent a loss of capital.

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

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

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

Page 11


Not all dealers maintain markets in all high-yield securities. Therefore,
since there are fewer traders in these securities than there are in
"investment grade" securities, the bid-offer spread is usually greater for
high-yield securities than it is for investment grade securities.

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the
issuers of lower-rated securities may not be as strong as that of other
issuers. Moreover, if a fixed-income security is recharacterized as equity
by the Internal Revenue Service for federal income tax purposes, the
issuer's interest deduction with respect to the security will be
disallowed and this disallowance may adversely affect the issuer's credit
rating. Because investors generally perceive that there are greater risks
associated with lower-rated securities, the yields and prices of these
securities tend to fluctuate more than higher-rated securities with
changes in the perceived quality of the credit of their issuers. In
addition, the market value of high-yield, high-risk, fixed-income
securities may fluctuate more than the market value of higher-rated
securities since high-yield, high-risk, fixed-income securities tend to
reflect short-term credit development to a greater extent than higher-
rated securities. Lower-rated securities generally involve greater risks
of loss of income and principal than higher-rated securities. Issuers of
lower-rated securities may possess fewer creditworthiness characteristics
than issuers of higher-rated securities and, especially in the case of
issuers whose obligations or credit standing have recently been
downgraded, may be subject to claims by debtholders, owners of property
leased to the issuer or others which, if sustained, would make it more
difficult for the issuers to meet their payment obligations. High-yield,
high-risk securities are also affected by variables such as interest
rates, inflation rates and real growth in the economy. Therefore,
investors should consider carefully the relative risks associated with
investment in securities which carry lower ratings.

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

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

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

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

Page 12


are generally not listed on any securities exchange. In addition, the
amount of public information available on senior loans is generally less
extensive than that available for other types of assets.

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

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

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

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

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trust are subject to exchange
control restrictions under existing law which would materially interfere

Page 13


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

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

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

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

Another risk common to most developing countries is that the economy is
heavily export oriented and, accordingly, is dependent upon international
trade. The existence of overburdened infrastructures and obsolete

Page 14


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.

Page 15









Undertakings

1.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.
2.Insofar as indemnification for liability arising under the Securities Act of 1933 (the Securities Act) may be permitted to directors, officers and controlling persons of the registrant pursuant to Rule 484 under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

CONTENTS OF REGISTRATION STATEMENT

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

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 9062, 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 30, 2020.

 

FT 9062

 

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 30, 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 9062 and certain subsequent Series, effective December 30, 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).

 

 

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

 

4.1Consent of First Trust Advisors L.P.

 

4.2Consent of Independent Registered Public Accounting Firm.

 

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

 

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

  

  

 

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