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

Registration No. 333-264661

1940 Act No. 811-05903

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to Form S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A.Exact name of trust:

FT 10166

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	320 South Canal Street
Suite 400	27th Floor
Wheaton, Illinois 60187	Chicago, Illinois 60606

E.Title and Amount of Securities Being Registered:

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

F.Approximate date of proposed sale to public:

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

|X|

Check box if it is proposed that this filing will become effective on July 8, 2022 at 2:00 p.m. pursuant to Rule 487.

________________________________

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23

FT 10166

FT 10166 is a series of a unit investment trust, the FT Series. FT 10166
consists of a single portfolio known as Diversified Equity Strategic
Allocation Port. 3Q '22 - Term 10/16/23 (the "Trust"). The Trust invests in a
portfolio of common stocks diversified across various market capitalizations,
growth and value styles, sectors and countries (the "Securities"). The
Securities are selected by applying a disciplined investment strategy which
adheres to pre-determined screens and factors. The Trust seeks above-average
total return.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FIRST TRUST(R)

800-621-1675

The date of this prospectus is July 8, 2022

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 13
Portfolio 14
Risk Factors 15
Backtested Hypothetical Performance Information 18
Public Offering 19
Distribution of Units 21
The Sponsor's Profits 22
The Secondary Market 23
How We Purchase Units 23
Expenses and Charges 23
Tax Status 24
Retirement Plans 26
Rights of Unit Holders 26
Income and Capital Distributions 27
Redeeming Your Units 27
Investing in a New Trust 28
Removing Securities from the Trust 29
Amending or Terminating the Indenture 30
Information on the Sponsor, Trustee and Evaluator 30
Other Information 31

Page 2

Summary of Essential Information (Unaudited)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

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

Initial Number of Units (1) 239,833
Fractional Undivided Interest in the Trust per Unit (1) 1/239,833
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.000)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 10.000
Less Deferred Sales Charge per Unit (3) (.135)
__________
Redemption Price per Unit (5) 9.865
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.012)
__________
Net Asset Value per Unit $ 9.803
==========
Cash CUSIP Number 30326Y 562
Reinvestment CUSIP Number 30326Y 570
Fee Account Cash CUSIP Number 30326Y 588
Fee Account Reinvestment CUSIP Number 30326Y 596
Pricing Line Product Code 142349
Ticker Symbol FUUYTX

First Settlement Date July 12, 2022
Mandatory Termination Date (6) October 16, 2023
Income Distribution Record Date Tenth day of each June and December, commencing December 10, 2022.
Income Distribution Date (7) Twenty-fifth day of each June and December, commencing December 25, 2022.
_____________

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

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

(5) The creation and development fee and 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 Income and Capital Accounts, as
determined at the semi-annual Record Date, semi-annually on the twenty-fifth
day of each June and December to Unit holders of record on the tenth day of
such months. However, the Trustee will only distribute money in the Capital
Account if the amount available for distribution from that account equals at
least $1.00 per 100 Units. In any case, the Trustee will distribute any funds
in the Capital Account in December of each year and as part of the final
liquidation distribution. See "Income and Capital Distributions."

Page 3

Fee Table (Unaudited)

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

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

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000
Deferred sales charge 1.35%(b) $.135
Creation and development fee 0.50%(c) $.050
_____ _____
Maximum sales charge (including creation and development fee) 1.85% $.185
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .120%(d) $.0120
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .059% $.0060
Trustee's fee and other operating expenses .126%(f) $.0127
_____ ______
Total .185% $.0187
===== ======

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
______ _______ _______ ________
$216 $666 $921 $2,001

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

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

(b) The deferred sales charge is a fixed dollar amount equal to $.135 per Unit
which, as a percentage of the Public Offering Price, will vary over time. The
deferred sales charge will be deducted in three monthly installments
commencing October 20, 2022.

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

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

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

Page 4

Report of Independent
Registered Public Accounting Firm

To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 10166

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 10166,
comprising Diversified Equity Strategic Allocation Port. 3Q '22 - Term
10/16/23 (the "Trust"), one of the series constituting the FT Series,
including the schedule of investments, as of the opening of business on July
8, 2022 (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 July 8, 2022
(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 July 8, 2022, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
July 8, 2022

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

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

NET ASSETS
Investment in Securities represented by purchase contracts (1)(2) $2,398,325
Less liability for reimbursement to Sponsor for organization costs (3) (2,878)
Less liability for deferred sales charge (4) (32,377)
Less liability for creation and development fee (5) (11,992)
__________
Net assets $2,351,078
==========
Units outstanding 239,833
Net asset value per Unit (6) $9.803

ANALYSIS OF NET ASSETS
Cost to investors (7) $2,398,325
Less maximum sales charge (7) (44,369)
Less estimated reimbursement to Sponsor for organization costs (3) (2,878)
__________
Net assets $2,351,078
==========
______________

NOTES TO STATEMENT OF NET ASSETS

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

(1) The Trust invests in a diversified portfolio of common stocks. 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 October 16, 2023.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $3,000,000 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 $.0120 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
$.135 per Unit, payable to the Sponsor in three equal monthly installments
beginning on October 20, 2022 and on the twentieth day of each month
thereafter (or if such date is not a business day, on the preceding business
day) through December 20, 2022. If Unit holders redeem Units before December
20, 2022, they will have to pay the remaining amount of the deferred sales
charge applicable to such Units when they redeem them.

(5) The creation and development fee ($.050 per Unit) is payable by the Trust
on behalf of Unit holders out of assets of the Trust at the end of the initial
offering period. If Units are redeemed prior to the close of the initial
offering period, the fee will not be deducted from the proceeds.

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

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

Page 6

Schedule of Investments

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3) Offering Price Shares per Share the Trust (2)
___________________________________ ______________ _______ _________ _____________
COMMON STOCKS (100.00%):
Communication Services (4.80%):
GOOGL Alphabet Inc. (Class A) * 0.79% 8 $ 2,375.66 $ 19,005
DTEGY Deutsche Telekom AG (ADR) + 0.67% 815 19.62 15,990
KDDIY KDDI Corporation (ADR) + 0.67% 1,002 15.95 15,982
NTDOY Nintendo Co., Ltd. (ADR) + 0.67% 296 54.07 16,005
NTTYY Nippon Telegraph and Telephone Corporation (ADR) + 0.67% 563 28.39 15,981
SIRI Sirius XM Holdings Inc. 0.83% 3,198 6.25 19,987
USM United States Cellular Corporation * 0.17% 140 28.64 4,010
WWE World Wrestling Entertainment, Inc. 0.33% 123 65.07 8,004
Consumer Discretionary (15.03%):
GOLF Acushnet Holdings Corp. 0.17% 90 44.64 4,018
AZO AutoZone, Inc. * 0.81% 9 2,168.60 19,517
BMWYY Bayerische Motoren Werke AG (ADR) + 0.67% 629 25.40 15,977
CMG Chipotle Mexican Grill, Inc. * 0.84% 15 1,351.24 20,269
DHI D.R. Horton, Inc. 0.83% 275 72.79 20,017
DDS Dillard's, Inc. (Class A) 0.17% 19 212.66 4,041
DG Dollar General Corporation 0.83% 78 254.86 19,879
DORM Dorman Products, Inc. * 0.17% 36 111.28 4,006
FRCOY Fast Retailing Co., Ltd. (ADR) + 0.67% 318 50.34 16,008
FL Foot Locker, Inc. 0.17% 158 25.26 3,991
GM General Motors Company * 0.83% 612 32.66 19,988
GHC Graham Holdings Company 0.17% 7 568.26 3,978
LOPE Grand Canyon Education, Inc. * 0.17% 44 90.33 3,975
IDEXY Industria de Diseno Textil, S.A. (ADR) + 0.67% 1,357 11.78 15,985
KBH KB Home 0.17% 133 30.17 4,013
LEN Lennar Corporation 0.33% 103 77.70 8,003
MDC M.D.C. Holdings, Inc. 0.17% 115 34.79 4,001
MAT Mattel, Inc. * 0.33% 347 23.04 7,995
MTH Meritage Homes Corporation * 0.16% 50 79.24 3,962
MHK Mohawk Industries, Inc. * 0.33% 65 123.29 8,014
MUSA Murphy USA Inc. 0.33% 32 250.40 8,013
NVR NVR, Inc. * 0.36% 2 4,366.93 8,734
ORLY O'Reilly Automotive, Inc. * 0.83% 30 661.62 19,849
PAG Penske Automotive Group, Inc. 0.33% 73 109.51 7,994
PHM PulteGroup, Inc. 0.33% 183 43.58 7,975
SKX Skechers U.S.A., Inc. * 0.33% 216 37.00 7,992
SKY Skyline Champion Corporation * 0.17% 74 53.83 3,983
SONY Sony Group Corp. (ADR) + 0.67% 192 83.51 16,034
SHOO Steven Madden, Ltd. 0.17% 118 34.01 4,013
TOL Toll Brothers, Inc. 0.33% 169 47.35 8,002
TM Toyota Motor Corporation + 0.67% 102 157.15 16,029
TSCO Tractor Supply Company 0.33% 39 203.44 7,934
TPH Tri Pointe Homes, Inc. * 0.17% 217 18.42 3,997

Page 7

Schedule of Investments (cont'd.)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3) Offering Price Shares per Share the Trust (2)
___________________________________ ______________ ______ _________ _____________
Consumer Discretionary (cont'd.):
ULTA Ulta Beauty, Inc. * 0.34% 21 $ 383.64 $ 8,056
VWAGY Volkswagen AG (ADR) + 0.67% 876 18.24 15,978
WSM Williams-Sonoma, Inc. 0.34% 63 127.96 8,061
Consumer Staples (12.96%):
ADM Archer-Daniels-Midland Company 0.83% 269 74.40 20,014
BJ BJ's Wholesale Club Holdings, Inc. * 0.33% 119 66.96 7,968
BTI British American Tobacco Plc (ADR) + 0.67% 394 40.55 15,977
CALM Cal-Maine Foods, Inc. 0.17% 76 52.38 3,981
CPB Campbell Soup Company 0.33% 165 48.57 8,014
CASY Casey's General Stores, Inc. 0.33% 41 193.25 7,923
COKE Coca-Cola Consolidated Inc. 0.34% 14 577.00 8,078
COST Costco Wholesale Corporation 0.83% 40 494.95 19,798
FLO Flowers Foods, Inc. 0.33% 296 27.00 7,992
GIS General Mills, Inc. 0.83% 265 75.51 20,010
HSY The Hershey Company 0.83% 91 219.93 20,014
JJSF J & J Snack Foods Corp. 0.17% 29 138.97 4,030
K Kellogg Company 0.83% 274 72.84 19,958
TAP Molson Coors Beverage Company 0.33% 146 54.63 7,976
MDLZ Mondelez International, Inc. 0.83% 320 62.37 19,958
FIZZ National Beverage Corp. 0.33% 158 50.75 8,018
NSRGY Nestle S.A. (ADR) + 0.67% 136 117.64 15,999
PEP PepsiCo, Inc. 0.83% 117 170.36 19,932
PG The Procter & Gamble Company 0.83% 137 146.00 20,002
SEB Seaboard Corporation 0.32% 2 3,899.01 7,798
SFM Sprouts Farmers Market, Inc. * 0.17% 148 27.09 4,009
TSN Tyson Foods, Inc. (Class A) 0.83% 232 86.07 19,968
WBA Walgreens Boots Alliance, Inc. 0.83% 523 38.21 19,984
WMK Weis Markets, Inc. 0.17% 53 75.18 3,985
Energy (6.67%):
CVX Chevron Corporation 0.83% 139 143.52 19,949
CIVI Civitas Resources Inc. 0.17% 79 50.51 3,990
CRK Comstock Resources, Inc. * 0.17% 328 12.20 4,002
COP ConocoPhillips 0.83% 231 86.35 19,947
CTRA Coterra Energy Inc. 0.33% 303 26.38 7,993
EQNR Equinor ASA + 0.67% 468 34.16 15,987
XOM Exxon Mobil Corporation 0.83% 233 85.94 20,024
PXD Pioneer Natural Resources Company 0.83% 92 216.67 19,934
SHEL Shell Plc (ADR) + 0.67% 327 48.95 16,007
SU Suncor Energy Inc. + 0.67% 479 33.35 15,975
TTE TotalEnergies SE (ADR) + 0.67% 318 50.28 15,989
Financials (10.33%):
ALL The Allstate Corporation 0.83% 152 131.20 19,942
AEL American Equity Investment Life Holding Company 0.17% 108 37.01 3,997
BANR Banner Corporation 0.17% 69 57.55 3,971

Page 8

Schedule of Investments (cont'd.)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3) Offering Price Shares per Share the Trust (2)
___________________________________ ______________ ______ _________ _____________
Financials (cont'd.):
BRK/B Berkshire Hathaway Inc. (Class B) * 0.84% 72 $ 279.28 $ 20,108
CB Chubb Limited + 0.66% 82 194.62 15,959
COLB Columbia Banking System, Inc. 0.17% 135 29.52 3,985
EVR Evercore Inc. 0.17% 43 93.57 4,024
FAF First American Financial Corporation 0.33% 147 54.36 7,991
BEN Franklin Resources, Inc. 0.33% 329 24.29 7,991
GNW Genworth Financial, Inc. * 0.17% 1,116 3.58 3,995
THG The Hanover Insurance Group, Inc. 0.33% 54 148.00 7,992
HTH Hilltop Holdings Inc. 0.17% 146 27.33 3,990
HLI Houlihan Lokey, Inc. 0.33% 98 81.68 8,005
MMC Marsh & McLennan Companies, Inc. 0.83% 128 156.49 20,031
MC Moelis & Company (Class A) 0.17% 99 40.56 4,015
ORI Old Republic International Corporation 0.33% 352 22.70 7,990
PB Prosperity Bancshares, Inc. 0.33% 115 69.50 7,993
PFS Provident Financial Services, Inc. 0.17% 178 22.41 3,989
SPGI S&P Global Inc. 0.84% 57 351.83 20,054
SEIC SEI Investments Company 0.33% 147 54.56 8,020
SIGI Selective Insurance Group, Inc. 0.33% 91 87.82 7,992
TROW T. Rowe Price Group, Inc. 0.83% 168 118.92 19,979
TRV The Travelers Companies, Inc. 0.83% 118 169.63 20,016
ZURVY Zurich Insurance Group AG (ADR) + 0.67% 375 42.65 15,994
Health Care (16.84%):
ABT Abbott Laboratories 0.83% 183 109.49 20,037
AMN AMN Healthcare Services, Inc. * 0.33% 72 110.81 7,978
BMY Bristol-Myers Squibb Company 0.83% 266 75.14 19,987
CI Cigna Corporation 0.84% 73 275.78 20,132
CORT Corcept Therapeutics Incorporated * 0.17% 148 27.11 4,012
CRVL CorVel Corporation * 0.16% 26 152.50 3,965
CSLLY CSL Limited (ADR) + 0.67% 162 98.93 16,027
ELV Elevance Health Inc. 0.84% 42 478.83 20,111
ENSG The Ensign Group, Inc. 0.17% 53 75.10 3,980
FLGT Fulgent Genetics, Inc. * 0.17% 68 58.64 3,988
HUM Humana Inc. 0.83% 42 476.35 20,007
INCY Incyte Corporation * 0.33% 99 80.78 7,997
JNJ Johnson & Johnson 0.83% 112 178.50 19,992
MEDP Medpace Holdings, Inc. * 0.34% 51 158.00 8,058
MRK Merck & Co., Inc. 0.83% 215 93.01 19,997
MRNA Moderna, Inc. * 0.83% 116 172.40 19,998
NVS Novartis AG (ADR) + 0.66% 189 84.40 15,952
NVO Novo Nordisk A/S (ADR) + 0.66% 145 109.94 15,941
PFE Pfizer Inc. 0.83% 374 53.42 19,979
PINC Premier, Inc. (Class A) 0.17% 107 37.48 4,010
DGX Quest Diagnostics Incorporated 0.33% 59 135.76 8,010

Page 9

Schedule of Investments (cont'd.)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3) Offering Price Shares per Share the Trust (2)
___________________________________ ______________ ______ _________ _____________
Health Care (cont'd.):
QDEL QuidelOrtho Corporation * 0.33% 74 $ 107.63 $ 7,965
REGN Regeneron Pharmaceuticals, Inc. * 0.84% 33 607.45 20,046
RMD ResMed Inc. 0.84% 91 220.28 20,045
RHHBY Roche Holding AG (ADR) + 0.67% 382 41.81 15,971
SNY Sanofi (ADR) + 0.67% 318 50.22 15,970
TAK Takeda Pharmaceutical Company Limited (ADR) + 0.67% 1,104 14.48 15,986
UTHR United Therapeutics Corporation * 0.33% 33 240.20 7,927
UNH UnitedHealth Group Incorporated 0.84% 39 514.38 20,061
Industrials (13.88%):
ARCB ArcBest Corporation 0.17% 52 76.77 3,992
CHRW C.H. Robinson Worldwide, Inc. 0.33% 80 100.26 8,021
FIX Comfort Systems USA, Inc. 0.17% 46 87.25 4,014
CMI Cummins Inc. 0.83% 99 201.28 19,927
DE Deere & Company 0.84% 66 303.97 20,062
WIRE Encore Wire Corporation 0.17% 38 105.48 4,008
EXPD Expeditors International of Washington, Inc. 0.33% 81 98.40 7,970
FWRD Forward Air Corporation 0.17% 43 92.72 3,987
FELE Franklin Electric Co., Inc. 0.17% 53 75.61 4,007
FCN FTI Consulting, Inc. * 0.34% 43 187.64 8,069
HTHIY Hitachi, Ltd. (ADR) + 0.67% 168 95.44 16,034
HUBG Hub Group, Inc. * 0.17% 56 70.96 3,974
KNX Knight-Swift Transportation Holdings Inc. 0.33% 167 47.91 8,001
KFY Korn Ferry 0.17% 65 61.17 3,976
LHX L3Harris Technologies Inc. 0.84% 84 238.57 20,040
LSTR Landstar System, Inc. 0.34% 55 146.59 8,062
LDOS Leidos Holdings, Inc. 0.33% 79 101.52 8,020
LMT Lockheed Martin Corporation 0.83% 47 422.19 19,843
MATX Matson, Inc. 0.17% 55 72.46 3,985
MDU MDU Resources Group, Inc. 0.33% 298 26.80 7,986
MLI Mueller Industries, Inc. 0.17% 75 53.66 4,025
NOC Northrop Grumman Corporation 0.84% 42 479.38 20,134
ODFL Old Dominion Freight Line, Inc. 0.83% 73 273.69 19,979
PCAR PACCAR Inc 0.83% 243 82.24 19,984
SNDR Schneider National, Inc. (Class B) 0.17% 175 22.89 4,006
SNA Snap-on Incorporated 0.34% 40 201.34 8,054
TRI Thomson Reuters Corporation + 0.67% 151 105.89 15,989
UFPI UFP Industries Inc. 0.17% 57 70.58 4,023
UPS United Parcel Service, Inc. (Class B) 0.83% 107 186.19 19,922
GWW W.W. Grainger, Inc. 0.83% 42 473.82 19,900
WSO Watsco, Inc. 0.33% 32 248.06 7,938
WERN Werner Enterprises, Inc. 0.17% 101 39.74 4,014
Information Technology (8.68%):
AKAM Akamai Technologies, Inc. * 0.33% 86 92.90 7,989
AMKR Amkor Technology, Inc. 0.17% 244 16.39 3,999

Page 10

Schedule of Investments (cont'd.)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3) Offering Price Shares per Share the Trust (2)
___________________________________ ______________ ______ _________ _____________
Information Technology (cont'd.):
AMAT Applied Materials, Inc. 0.83% 220 $ 90.75 $ 19,965
ARW Arrow Electronics, Inc. * 0.33% 72 110.68 7,969
AVT Avnet, Inc. 0.17% 93 42.88 3,988
BMI Badger Meter, Inc. 0.17% 49 81.86 4,011
CRUS Cirrus Logic, Inc. * 0.17% 56 71.93 4,028
CVLT Commvault Systems, Inc. * 0.17% 60 66.89 4,013
DIOD Diodes Incorporated * 0.17% 63 63.49 4,000
EXLS ExlService Holdings, Inc. * 0.33% 52 153.11 7,962
NSIT Insight Enterprises, Inc. * 0.17% 46 86.57 3,982
INTC Intel Corporation 0.83% 524 38.14 19,985
KEYS Keysight Technologies, Inc. * 0.83% 140 142.99 20,019
MSFT Microsoft Corporation 0.84% 75 268.40 20,130
NTCT NetScout Systems, Inc. * 0.17% 121 33.06 4,000
POWI Power Integrations, Inc. 0.17% 54 74.33 4,014
QCOM QUALCOMM Incorporated 0.83% 149 134.40 20,026
QLYS Qualys, Inc. * 0.33% 60 133.51 8,011
SANM Sanmina Corporation * 0.17% 99 40.40 4,000
SMCI Super Micro Computer, Inc. * 0.17% 99 40.38 3,998
TXN Texas Instruments Incorporated 0.83% 129 154.69 19,955
VSH Vishay Intertechnology, Inc. 0.17% 225 17.80 4,005
WDC Western Digital Corporation * 0.33% 178 44.86 7,985
Materials (5.83%):
BHP BHP Group Ltd (ADR) + 0.67% 295 54.14 15,971
CBT Cabot Corporation 0.17% 61 65.71 4,008
CF CF Industries Holdings, Inc. 0.33% 95 84.63 8,040
CMC Commercial Metals Company 0.17% 116 34.46 3,997
CTVA Corteva Inc. 0.83% 378 52.85 19,977
HUN Huntsman Corporation 0.33% 274 29.20 8,001
LPX Louisiana-Pacific Corporation 0.33% 141 56.65 7,988
NUE Nucor Corporation 0.83% 181 110.49 19,999
PKG Packaging Corporation of America 0.33% 56 141.59 7,929
RS Reliance Steel & Aluminum Co. 0.33% 46 174.32 8,019
RIO Rio Tinto Plc (ADR) + 0.67% 269 59.49 16,003
SHECY Shin-Etsu Chemical Co., Ltd. (ADR) + 0.67% 540 29.60 15,984
WOR Worthington Industries, Inc. 0.17% 91 43.98 4,002
Real Estate (0.83%):
WY Weyerhaeuser Company (4) 0.83% 580 34.48 19,998
Utilities (4.15%):
AEP American Electric Power Company, Inc. 0.83% 211 94.52 19,944
AGR Avangrid, Inc. 0.33% 174 46.03 8,009
EVRG Evergy, Inc. 0.33% 124 64.44 7,991
IBDRY Iberdrola S.A. (ADR) + 0.67% 383 41.76 15,994
NFG National Fuel Gas Company 0.33% 123 64.96 7,990

Page 11

Schedule of Investments (cont'd.)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

At the Opening of Business on the Initial Date of Deposit-July 8, 2022

(1) All Securities are represented by regular way contracts to purchase such
Securities which are backed by an irrevocable letter of credit deposited with
the Trustee. The Sponsor entered into purchase contracts for the Securities on
July 8, 2022. 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 profit (which is the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust) are $2,397,333 and $992, respectively.

(3) Common stocks of companies headquartered or incorporated outside the
United States comprise approximately 20.07% of the investments of the Trust
(consisting of Australia, 1.34%; Canada, 1.34%; Denmark, 0.66%; France, 1.34%;
Germany, 2.01%; Japan, 6.03%; Norway, 0.67%; Spain, 1.34%; Switzerland, 3.33%
and United Kingdom, 2.01%).

(4) This Security represents the common stock of a real estate investment
trust ("REIT"). REITs which invest in mortgage loans and mortgage-backed
securities are included in the Financials sector whereas REITs which directly
hold real estate properties are included in the Real Estate sector. REITs
comprise approximately 0.83% of the investments of the Trust.

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

* This Security represents a non-income producing security.

Page 12

The FT Series

The FT Series Defined.

We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have named the
FT Series. The series to which this prospectus relates, FT 10166, consists of
a single portfolio known as Diversified Equity Strategic Allocation Port. 3Q
'22 - Term 10/16/23.

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

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

How We Created the Trust.

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

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

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

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

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

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

Page 13

Portfolio

Objective.

The Trust seeks above-average total return by investing in a portfolio of
common stocks diversified across various market capitalizations, growth and
value styles, sectors and countries. Under normal circumstances, the Trust
will invest at least 80% of its assets in equity securities.

Portfolio Selection Process.

1. Identify the universe of eligible stocks.

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

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

Number of Eligible Stocks in Each Selection Universe:

Domestic Domestic Domestic
Large-Cap Mid-Cap Small-Cap International
_________ ________ _________ _____________
Growth 150 300 250 100
Value 150 300 250

2. Apply the rules-based stock selection models.

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

Stock Selection Factors.

Risk Model:

- Debt to equity

- Beta

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

Value & International Model:

- Price to book

- Price to cash flow

- Return on assets (for the trailing 12 months)

- 3-month price appreciation

Growth Model:

- Price to sales

- Price to cash flow

- Change in return on assets

- 6-month price appreciation

3. Select the highest scoring stocks.

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

Large-Cap Growth 25%
Large-Cap Value 25%
Mid-Cap Growth 10%
Mid-Cap Value 10%
Small-Cap Growth 5%
Small-Cap Value 5%
International 20%

Stocks are approximately equally weighted within their style, taking into
consideration that only whole shares will be purchased.

Please note that we applied the strategy which makes up the portfolio for the
Trust at a particular time. If we create additional Units of the Trust after
the Initial Date of Deposit, we will deposit the Securities originally
selected by applying the strategy on the Initial Date of Deposit. This is true
even if a later application of the strategy would have resulted in the
selection of different securities. In addition, companies which, based on

Page 14

publicly available information as of the date the Securities were selected,
are the subject of an announced business combination which we expect will
happen within 12 months of the date of this prospectus are not eligible for
inclusion in the Trust's portfolio.

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

Additional Portfolio Contents.

In addition to the investments described above, the Trust invests in: dividend-
paying securities and REITs.

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

The publisher of the S&P Composite 1500(R) Index is not affiliated with us
and has not participated in creating the Trust or selecting the Securities for
the Trust. Except as noted herein, the index publisher has not approved of any
of the information in this prospectus.

Risk Factors

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

Because the Trust is not managed, the Trustee will not sell stocks in response
to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of 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.

In February 2022, Russia commenced a military attack on Ukraine. In response,
various countries, including the United States, issued broad-ranging sanctions
on Russia and certain Russian companies and individuals. The hostilities
between the two countries may escalate and any existing or future sanctions
could have a severe adverse effect on Russia's economy, currency, companies
and region as well as negatively impact other regional and global economic
markets of the world, companies in such countries and various sectors,
industries and markets for securities and commodities globally, such as oil
and natural gas, and may have a negative effect on a Trust's investments and
performance beyond any direct exposure to Russian issuers or those of
adjoining geographic regions. Russia may also take retaliatory actions or
countermeasures, such as cyberattacks and espionage, which may negatively
impact the countries and companies in which the Trust may invest. The extent
and duration of the military action or future escalation of such hostilities;
the extent and impact of existing and any future sanctions, market disruptions
and volatility; and the result of any diplomatic negotiations cannot be
predicted. These and any related events could have a significant negative
impact on certain of the Trust's investments as well as the Trust's
performance, and the value or liquidity of certain Securities held by the
Trust may decline significantly.

An outbreak of a respiratory disease designated as COVID-19 was first detected
in China in December 2019 and has resulted in a global pandemic and major
disruptions to economies and markets around the world. The transmission of
COVID-19 and efforts to contain its spread have resulted in international
border closings, enhanced health screenings, expanded healthcare services and

Page 15

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 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 numerous economic stimulus packages. The
impact of these and additional measures taken in the future, and whether they
will be effective in mitigating economic and market disruptions, including
upward pressure on prices, will not be known for some time. As a means to
fight inflation, the Federal Reserve has raised interest rates and expects to
continue to do so and has announced that it intends to reverse previously
implemented quantitative easing.

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

REITs. One of the Securities held by the Trust is issued by a REIT. 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.

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

Growth Investing Risk. Certain of the Securities held by the Trust are issued
by companies which, based upon their higher than average price/book ratios, we
believe will 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 Securities held by the Trust are issued
by companies which, based upon their lower than average price/book ratios, we
believe to be undervalued or inexpensive relative to other companies in the
same industry or the economy as a whole. These Securities 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."

Foreign Securities. Certain of the Securities held by the Trust are issued by
foreign entities, which makes the Trust subject to more risks than if it
invested solely in domestic securities. Risks of foreign securities include
higher brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments; currency

Page 16

devaluations, blockages or transfer restrictions; restrictions on foreign
investments and exchange of securities; inadequate financial information; lack
of liquidity of certain foreign markets; and less government supervision and
regulation of exchanges, brokers, and issuers in foreign countries. Certain
foreign markets have experienced heightened volatility due to recent negative
political or economic developments or natural disasters. Securities issued by
non-U.S. issuers may pay dividends in foreign currencies and may be
principally traded in foreign currencies. Therefore, there is a risk that the
U.S. dollar value of these dividend payments and/or securities will vary with
fluctuations in foreign exchange rates.

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

Investment Style. Although the Securities contained in the Trust meet the
stated style, capitalization, and investment objective of the Trust as of two
business days prior to the date of this prospectus, market fluctuations after
this date may change a particular Security's classification. Securities will
not generally be removed from the Trust as a result of market fluctuations.

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

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

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

Legislation/Litigation. From time to time, various legislative initiatives are
proposed in the United States and abroad which may have a negative impact on
certain of the companies represented in the Trust. 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 Securities.

Page 17

Backtested Hypothetical Performance Information

The following table compares the hypothetical performance information for the
identical strategy which comprises the Trust ("Diversified Equity Strategy")
and the actual performance of the Standard & Poor's Composite 1500 Index(R) in
each of the full years listed below (and as of the most recent month). The
Trust did not achieve the performance shown.

These hypothetical returns should not be used to predict or guarantee future
performance of the Trust. Returns from the Trust will differ from the
Diversified Equity Strategy for several reasons, including the following:

- Total Return figures shown do not reflect commissions paid by the Trust on
the purchase of Securities or taxes incurred by you.

- Strategy returns are for calendar years (and through the most recent month),
while the Trust begins and ends on various dates.

- The Trust has a maturity longer than one year.

- The Trust may not be fully invested at all times or equally weighted in all
stocks comprising the Diversified Equity Strategy.

- Extraordinary market events that are not expected to be repeated and which
may have affected performance.

- Securities are often purchased or sold at prices different from the closing
prices used in buying and selling Units.

- Cash flows (receipt/investment of).

- Currency exchange rates may differ.

You should note that the Trust is not designed to parallel movements in any
index, and it is not expected that it will do so. In fact, the Diversified
Equity Strategy underperformed the S&P Composite 1500(R) Index in certain
years, and we cannot guarantee that the Trust will outperform the S&P
Composite 1500(R) Index over the life of the Trust or over consecutive
rollover periods, if available. The performance information for the S&P
Composite 1500(R) Index has been included for comparison purposes only.

S&P Composite 1500(R) Index. The S&P Composite 1500(R) Index is a broad-
based capitalization-weighted index of 1500 U.S. companies, covering
approximately 85% of the U.S. equities market. The S&P Composite 1500(R)
Index is a combination of the S&P 500(R) Index, the S&P MidCap 400(R) and
the S&P SmallCap 600(R).

The index is unmanaged, not subject to fees and not available for direct
investment.

COMPARISON OF HYPOTHETICAL
TOTAL RETURN(2)
(Strategy figures reflect the deduction of sales charges
and expenses but not brokerage commissions or taxes.)

Hypothetical
Strategy Total Index Total
Returns(1)(3) Returns(3)
__________________ _____________________

Diversified Equity S&P Composite 1500(R)
Year Strategy Index
____ ________ _____
1996 15.81% 22.30%
1997 27.75% 32.93%
1998 14.36% 26.32%
1999 21.52% 20.24%
2000 4.33% -6.96%
2001 -0.67% -10.63%
2002 -11.22% -21.30%
2003 29.25% 29.55%
2004 18.71% 11.76%
2005 13.93% 5.65%
2006 11.86% 15.31%
2007 11.46% 5.53%
2008 -32.44% -36.72%
2009 24.03% 27.24%
2010 13.53% 16.39%
2011 2.55% 1.72%
2012 8.12% 16.13%
2013 31.87% 32.77%
2014 13.12% 13.05%
2015 1.75% 1.01%
2016 10.12% 12.99%
2017 18.13% 21.10%
2018 -9.52% -4.97%
2019 22.62% 30.87%
2020 8.62% 17.91%
2021 22.98% 28.41%
2022 -16.71% -19.92%
(thru 6/30)
____________

(1) The Diversified Equity Strategy stocks for a given year consist of the
common stocks selected by applying the Diversified Equity Strategy as of the
beginning of the period (and not the date the Trust actually sells Units).

(2) Hypothetical Total Return represents the sum of the change in market value
of each group of stocks between the first and last trading day of a period
plus the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the first
trading day of a period. Hypothetical Total Return figures assume that all
dividends are reinvested semi-annually for strategy returns and monthly for
Index returns and all returns are stated in terms of U.S. dollars.
Hypothetical Strategy figures reflect the deduction of sales charges and
expenses as listed in the "Fee Table," but have not been reduced by estimated
brokerage commissions paid by the Trust in acquiring Securities or any taxes
incurred by investors. If a security which is selected by the Strategy is
merged out of existence, delisted or suffers a similar fate during the period
in which the hypothetical Strategy performance is being measured, such
security will not be replaced by another security during that period and the
return of such security will not be annualized in the calculation of the
hypothetical returns. Based on the year-by-year hypothetical returns contained
in the table, over the full years listed above, the Diversified Equity
Strategy would have hypothetically achieved an average annual total return of
10.28%, compared to the S&P Composite 1500(R) Index, which was 10.37%.

Simulated returns are hypothetical, meaning that they do not represent actual
trading, and, thus, may not reflect material economic and market factors, such
as liquidity constraints, that may have had an impact on actual decision
making. The hypothetical performance is the retroactive application of the
Strategy designed with the full benefit of hindsight.

Page 18

(3) Source of Index Total Returns: Bloomberg L.P.
Source of Hypothetical Strategy Total Returns: CapIQ and Compustat, as
confirmed by Bloomberg L.P. and FactSet.

HYPOTHETICAL COMPARISON OF
ANNUAL RETURN FOR PERIODS
ENDING DECEMBER 31, 2021

Hypothetical Strategy S&P Composite
Average 1500(R) Index
Period Annual Return Average Annual Return
______ _____________ _____________________
1 Year 22.98% 28.41%
5 Year 11.85% 17.93%
10 Year 12.21% 16.33%

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

Public Offering

The Public Offering Price.

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

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

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

The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities and changes in the value of the
Income and/or Capital Accounts.

Although you are not required to pay for your Units until two business days
following your order (the "date of settlement"), you may pay before then. You
will become the owner of Units ("Record Owner") on the date of settlement if
payment has been received. If you pay for your Units before the date of
settlement, we may use your payment during this time and it may be considered
a benefit to us, subject to the limitations of the Securities Exchange Act of
1934, as amended.

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

Minimum Purchase.

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

Maximum Sales Charge.

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

Transactional Sales Charge.

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

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

Page 19

you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of $.045 per Unit will be deducted from the Trust's assets on
approximately the twentieth day of each month from October 20, 2022 through
December 20, 2022. If you buy Units at a price of less than $10.00 per Unit,
the dollar amount of the deferred sales charge will not change, but the
deferred sales charge on a percentage basis will be more than 1.35% of the
Public Offering Price.

Creation and Development Fee.

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

Discounts for Certain Persons.

The maximum sales charge is 1.85% per Unit and the maximum dealer concession
is 1.25% per Unit.

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

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

Page 20

business day does not include days on which U.S. financial institutions are
closed.

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

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

Distribution of Units

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

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

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which reflect a
concession or agency commission of 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

Page 21

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 advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor makes such payments to a substantial majority
of intermediaries that sell First Trust products. The Sponsor may also make
certain 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 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.

Page 22

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

The Secondary Market

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

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

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units that we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

Expenses and Charges

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

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

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

As Sponsor, we will receive a fee from the Trust for creating and developing
the Trust, including determining the Trust's objectives, policies, composition
and size, selecting service providers and information services and for
providing other similar administrative and ministerial functions. The
"creation and development fee" is a charge of $.050 per Unit outstanding at
the end of the initial offering period. The Trustee will deduct this amount
from the Trust's assets as of the close of the initial offering period. We do
not use this fee to pay distribution expenses or as compensation for sales
efforts. This fee will not be deducted from your proceeds if you sell or
redeem your Units before the end of the initial offering period.

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

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

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

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

Page 23

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

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

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

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

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

Tax Status

Federal Tax Matters.

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

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

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

Trust Status.

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

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

Income from the Trust.

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

Some distributions from the Trust may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than your
ordinary income and short-term capital gain income. However, capital gain
received from assets held for more than one year that is considered
"unrecaptured section 1250 gain" (which may be the case, for example, with
some capital gains attributable to equity interests in REITs) is taxed at a
higher rate. The distributions from the Trust that you must take into account
for federal income tax purposes are not reduced by the amount used to pay a
deferred sales charge, if any. Distributions from the Trust, including capital
gains, 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

Page 24

end of the tax year, the Trust will provide a tax statement to its Unit
holders reporting the amount of any distribution which may be taken into
account as a dividend which is eligible for the capital gains tax rates.

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

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

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

Sale of Units.

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

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

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. 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. The Trust may be able to make an election that
could limit the tax imposed on the Trust. In this case, the Trust would
recognize as ordinary income any increase in the value of such PFIC shares,
and as ordinary loss any decrease in such value to the extent it did not
exceed prior increases included in income.

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

Non-U.S. Investors.

If you are a non-U.S. investor, distributions from 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 and short-
term capital gains dividends, may not be subject to U.S. withholding taxes. In
addition, some non-U.S. investors may be eligible for a reduction or
elimination of U.S. withholding taxes under a treaty. However, the
qualification for those exclusions may not be known at the time of the
distribution.

Page 25

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.

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.

By February 15th yearly, the Annual Reports are posted to the Sponsor's
website (www.ftportfolios.com) in the UIT Tax Center and retrievable by CUSIP.
You may also request one be sent to you by calling the Sponsor at 800-621-
1675, dept. code 2. In addition, you may also request from the Trustee copies
of the evaluations of the Securities as prepared by the Evaluator to enable
you to comply with applicable federal and state tax reporting requirements.

Page 26

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 distribute money from the Income and Capital Accounts, as
determined at the semi-annual Record Date, semi-annually on the twenty-fifth
day of each June and December to Unit holders of record on the tenth day of
such months. However, the Trustee will only distribute money in the Capital
Account if the amount available for distribution from that account equals at
least $1.00 per 100 Units. In any case, the Trustee will distribute any funds
in the Capital Account in December of each year and as part of the final
liquidation distribution. See "Summary of Essential Information." No income
distribution will be paid if accrued expenses of the Trust exceed amounts in
the Income Account on the Distribution Dates. Distribution amounts will vary
with changes in the Trust's fees and expenses, in dividends received and with
the sale of Securities. If the Trustee does not have your taxpayer
identification number ("TIN"), it is required to withhold a certain percentage
of your distribution and deliver such amount to the IRS. You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has your
TIN to avoid this "back-up withholding."

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

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.

Page 27

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

If you tender for redemption at least 5,000 Units, or such larger amount as
required by your broker/dealer or bank, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the Redemption
Price per Unit by making this request to your broker/dealer or bank at the
time of tender. However, to be eligible to participate in the In-Kind
Distribution option at redemption, Unit holders must hold their Units through
the end of the initial offering period. No In-Kind Distribution requests
submitted during the 10 business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make an In-
Kind Distribution by distributing each of the Securities in book-entry form to
your bank's or broker/dealer's account at DTC. The Trustee will subtract any
customary transfer and registration charges from your In-Kind Distribution. As
a tendering Unit holder, you will receive your pro rata number of whole shares
of Securities that make up the portfolio, and cash from the Capital Account
equal to the fractional shares to which you are entitled.

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

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

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

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

Page 28

to several days. Units purchased with rollover proceeds will generally be
purchased subject to the sales charge set forth in the prospectus for such
trust.

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

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

Removing Securities from the Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

- 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 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.

Page 29

Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

If the Trust is terminated due to this last reason, we will refund your entire
sales charge; however, termination of the Trust before the Mandatory
Termination Date for any other stated reason will result in all remaining
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 $545 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, 2021, the total partners' capital of First Trust Portfolios L.P.
was $125,276,503.

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.

Page 30

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 adviser. The Sponsor does not have access to
individual account information. The Bank of New York Mellon is subject to
supervision and examination by the Superintendent of the New York State
Department of Financial Services and the Board of Governors of the Federal
Reserve System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.

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

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, 320 S. Canal St., Chicago, Illinois
60606. They have passed upon the legality of the Units offered hereby and
certain matters relating to federal tax law. Carter Ledyard & Milburn LLP acts
as the Trustee's counsel.

Experts.

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

Supplemental Information.

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

Page 31

FIRST TRUST(R)

Diversified Equity Strategic Allocation Port. 3Q '22 - Term 10/16/23
FT 10166

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. 333-264661) and

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

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

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

To obtain copies at prescribed rates -

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

July 8, 2022

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
10166 not found in the prospectus for the Trust. This Information Supplement
is not a prospectus and does not include all of the information you should
consider before investing in the Trust. This Information Supplement should be
read in conjunction with the prospectus for the Trust in which you are
considering investing.

This Information Supplement is dated July 8, 2022. Capitalized terms have been
defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1
REITs 2
Foreign Issuers 3
Small and/or Mid Capitalization Companies 4
Securities
Large-Cap Growth Strategy Stocks 4
Large-Cap Value Strategy Stocks 6
Mid-Cap Growth Strategy Stocks 8
Mid-Cap Value Strategy Stocks 10
Small-Cap Growth Strategy Stocks 12
Small-Cap Value Strategy Stocks 13
International Strategy Stocks 15

Risk Factors

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

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

Page 1

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

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

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

The underlying value of the Securities and the Trust's ability to make
distributions to Unit holders may be adversely affected by changes in national
economic conditions, changes in local market conditions due to changes in
general or local economic conditions and neighborhood characteristics,
increased competition from other properties, obsolescence of property, changes
in the availability, cost and terms of mortgage funds, the impact of present
or future environmental legislation and compliance with environmental laws,
the ongoing need for capital improvements, particularly in older properties,
changes in real estate tax rates and other operating expenses, regulatory and
economic impediments to raising rents, adverse changes in governmental rules
and fiscal policies, dependency on management skill, civil unrest, acts of
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

Page 2

conditions may be limited and may adversely affect the value of the Units.
There can be no assurance that any REIT will be able to dispose of its
underlying real estate assets when advantageous or necessary.

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

Under various environmental laws, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of
hazardous or toxic substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator caused or knew of the
presence of such hazardous or toxic substances and whether or not the storage
of such substances was in violation of a tenant's lease. In addition, the
presence of hazardous or toxic substances, or the failure to remediate such
property properly, may adversely affect the owner's ability to borrow using
such real property as collateral. No assurance can be given that REITs may not
be presently liable or potentially liable for any such costs in connection
with real estate assets they presently own or subsequently acquire. 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.

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

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

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

Page 3

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.

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.

Securities

The following information describes the Securities selected through the
application of the Strategy which comprises a portion of the Trust as
described in the prospectus.

Large-Cap Growth Strategy Stocks

Abbott Laboratories, headquartered in Abbott Park, Illinois, discovers,
develops, manufactures and sells a wide range of health care products and
services worldwide. The company specializes in nutritional, vascular,
diagnostics and pharmaceutical products.

Alphabet Inc. (Class A), headquartered in Mountain View, California, operates
as a holding company. The company, through its subsidiaries, provides web-
based search, maps, advertisements, software applications, mobile operating
systems, consumer content, enterprise solutions, commerce and hardware
products. The company was created in 2015 as the parent company of Google Inc.
and several other companies that were owned by or tied to Google Inc.

Applied Materials, Inc., headquartered in Santa Clara, California, is an
information technology company. The company develops, manufactures, sells and
services semiconductor wafer fabrication equipment and related spare parts for
the worldwide semiconductor industry.

AutoZone, Inc., headquartered in Memphis, Tennessee, is a specialty retailer
of automotive parts, chemicals and accessories, targeting the do-it-yourself
customers. The company offers a variety of products, including new and
remanufactured automotive hard parts, maintenance items and accessories.

Bristol-Myers Squibb Company, headquartered in New York, New York, through
divisions and subsidiaries, produces and distributes biopharmaceutical
products globally. The company focuses on producing drugs to treat serious
diseases.

Chipotle Mexican Grill, Inc., headquartered in Newport Beach, California,
develops and operates fast-casual, fresh Mexican food restaurants in the
United States and Canada.

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

Page 4

Deere & Company, headquartered in Moline, Illinois, manufactures and
distributes farm equipment and machines used in construction, earthmoving and
forestry.

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

General Mills, Inc., headquartered in Minneapolis, Minnesota, produces a
variety of consumer food products, including ready-to-eat cereals, desserts,
flour and baking mixes, dinner and side dish products, snack products,
beverages and yogurt products. The company manufactures and markets its
products internationally.

The Hershey Company, headquartered in Hershey, Pennsylvania, is a consumer
products company. The company manufactures, distributes and sells chocolate
and non-chocolate, confectionery and grocery products in the United States and
internationally.

Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and sells
health care products, medical devices and pharmaceuticals globally. The
company provides research and other related support and services for the
consumer, pharmaceutical and medical diagnostic markets.

Kellogg Company, headquartered in Battle Creek, Michigan, is the world's
leading producer of ready-to-eat cereal products and has expanded its
operations to include other grain-based convenience food products, such as
"Pop-Tarts," "Eggo," "Nutri-Grain" and "Rice Krispies Treats." The company
also markets "Keebler" food products as well as other private label
convenience food products.

Keysight Technologies, Inc., headquartered in Santa Rosa, California, is an
electronics testing and measurement company. The company works with clients in
the telecommunications, aerospace/defense, and computer industries to create
instruments, software, and related tools for use in the design, development,
manufacture, installation and operation of electronics equipment.

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

Marsh & McLennan Companies, Inc., headquartered in New York, New York, through
subsidiaries and affiliates, provides insurance and reinsurance services
worldwide as broker, agent or consultant for clients; and designs, distributes
and administers a wide range of insurance and financial products and services.
The company also provides consulting, securities investment advisory and
management services.

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

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

Northrop Grumman Corporation, headquartered in Falls Church, Virginia, is a
security company providing advanced technology in aerospace systems,
electronic systems and information systems. The company's products include but
are not limited to aircraft, laser systems, microelectronics, satellite
communications, as well as various military defense systems supporting
national intelligence.

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

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

PepsiCo, Inc., headquartered in Purchase, New York, markets and distributes
beverages internationally, including "Pepsi," "Gatorade," "Mountain Dew,"
"Sierra Mist," "Tropicana" and "Aquafina" brands. In North America, the
company's Frito-Lay segment offers a variety of chips, snacks and dips,
including "Doritos," "Ruffles" and "Cheetos."

Page 5

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

QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications systems
and products based on proprietary digital wireless technology. The company's
products include "CDMA" integrated circuits, wireless phones, infrastructure
products, transportation management information systems and ground stations.

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

Sirius XM Holdings Inc., headquartered in New York, New York, offers satellite
radio services in the United States. The company provides commercial-free
music channels comprising pop, rock, country, hip hop, r&b/urban,
dance/electronic, jazz/standards, classical, and latin and world; and channels
of sports, news, talk, entertainment, traffic and weather programs.

Texas Instruments Incorporated, headquartered in Dallas, Texas, provides
semiconductor products and designs and supplies digital signal processing and
analog technologies. The company has worldwide manufacturing and sales
operations.

United Parcel Service, Inc. (Class B), headquartered in Atlanta, Georgia,
delivers packages and documents both domestically and internationally. In
addition, the company provides management of supply chains and logistic
services for major corporations worldwide.

UnitedHealth Group Incorporated, headquartered in Minnetonka, Minnesota, is a
diversified health and well-being company that provides services in the United
States and internationally. The company provides benefit plans and services
for employers of all sizes and for individuals, pharmacy services and
programs, claims processing and patient support programs.

W.W. Grainger, Inc., headquartered in Lake Forest, Illinois, is a distributor
of maintenance, repair and operating supplies, services and related
information. The company provides its services to commercial, industrial,
contractor and institutional markets globally.

Large-Cap Value Strategy Stocks

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

American Electric Power Company, Inc., headquartered in Columbus, Ohio, is a
public utility holding company engaged in the generation, transmission and
distribution of electric power. The company's service area covers portions of
Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee,
Texas, Virginia and West Virginia.

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

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

Chevron Corporation, headquartered in San Ramon, California, is an integrated
energy company. The company explores, develops and produces crude oil and
natural gas and refines it into industrial petroleum products.

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

ConocoPhillips, headquartered in Houston, Texas, explores for and produces
crude oil and natural gas worldwide, markets refined products and manufactures
chemicals. The company's chemicals segment manufactures and markets
petrochemicals and plastics on a worldwide basis.

Page 6

Corteva Inc., headquartered in Wilmington, Delaware, is an agriculture
production company. The company provides products for corn, soybean and
sunflower production, as well as weed and pest control products.

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

D.R. Horton, Inc., headquartered in Arlington, Texas, is one of the most
geographically diversified homebuilders in the United States, with operating
divisions in more than 25 states. The company positions itself between large-
volume and local custom homebuilders and sells its single-family homes to the
entry-level and move-up market segments.

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

Exxon Mobil Corporation, headquartered in Irving, Texas, explores for,
produces, transports and sells crude oil and natural gas petroleum products.
The company also explores for and mines coal and other mineral properties,
makes and sells petrochemicals and owns interests in electrical power
generation facilities.

General Motors Company, headquartered in Detroit, Michigan, is an automotive
company. The company designs, manufactures and markets cars, crossovers,
trucks and automobile parts worldwide.

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

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

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

Moderna, Inc., headquartered in Cambridge, Massachusetts, is a biotechnology
company. The company focuses on discovering, developing and improving vaccines
and therapeutic treatments using messenger RNA.

Mondelez International, Inc., headquartered in Chicago, Illinois,
manufactures, markets and sells food products worldwide. The company's
products include beverages, cookies, crackers, snacks, chocolate, gum and candy.

Nucor Corporation, headquartered in Charlotte, North Carolina, and its
subsidiaries, are engaged in the manufacture and sale of steel products
internationally. The company's products include hot-rolled, cold-rolled and
galvanized sheet, cold finished steel, bar steel and more.

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

Pfizer Inc., headquartered in New York, New York, is a research-based
pharmaceutical company. The company develops, manufactures and sells
medicines, vaccines, medical devices and consumer health care products
worldwide.

Pioneer Natural Resources Company, headquartered in Irving, Texas, together
with its subsidiaries, is an oil and gas exploration and production company
with ownership interests in oil and gas properties located primarily in the
United States. The company produces and markets oil, natural gas liquids and
gas.

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

S&P Global Inc., headquartered in New York, New York, is a financial
intelligence company. The company provides clients with information regarding
credit ratings, benchmarks, and analytics to capital and commodity markets
worldwide.

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

Page 7

The Travelers Companies, Inc., headquartered in New York, New York, through
its subsidiaries, provides various commercial and personal property and
casualty insurance products and services to businesses, government units,
associations and individuals, primarily in the United States.

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

Walgreens Boots Alliance, Inc., headquartered in Deerfield, Illinois, with its
subsidiaries, operates a global network of pharmacies with a presence in more
than 25 countries. The company provides consumer goods and services, health
and wellness services, prescription and non-prescription drugs, general
merchandise, household items, personal care, photofinishing, candy and beauty
care, as well as specialty pharmacy services for chronic health issues.

Weyerhaeuser Company, headquartered in Seattle, Washington, is a real estate
investment trust that is principally engaged in the growing and harvesting of
timber and the manufacture, distribution and sale of forest products. The
company is also engaged in real estate development, construction and other
real estate-related activities.

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

Mid-Cap Growth Strategy Stocks

Akamai Technologies, Inc., headquartered in Cambridge, Massachusetts, is a
global content delivery network. The company provides cloud services for
delivering, optimizing, and securing content and business applications over
the Internet.

AMN Healthcare Services, Inc., headquartered in Dallas, Texas, provides health
care workforce solutions and staffing services across the United States. The
company provides managed services programs, temporary nursing and allied
health care staffing, and physician placement services.

BJ's Wholesale Club Holdings, Inc., headquartered in Westborough,
Massachusetts, is a warehouse club store located in the eastern United States.
The company sells grocery products, electronics, home products, health and
beauty products, jewelry and other general merchandise.

C.H. Robinson Worldwide, Inc., headquartered in Eden Prairie, Minnesota,
offers multimodal transportation services and a variety of logistics
solutions, including fresh produce sourcing and freight consolidation. The
company operates a network of offices in the United States and internationally.

Campbell Soup Company, headquartered in Camden, New Jersey, operates with its
consolidated subsidiaries as a manufacturer and marketer of soups and a
manufacturer of juice beverages, sauces, biscuits and confectionery products.
The company distributes its products globally.

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

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, engages in
the manufacture and distribution of nitrogen and phosphate fertilizer products
in North America. The company has developed a process to extract uranium from
its production of phosphate fertilizer products for use in nuclear reactors.

Coca-Cola Consolidated Inc., headquartered in Charlotte, North Carolina,
bottles, cans and markets carbonated soft drinks, primarily products of The
Coca-Cola Company. The company also has agreements to market and distribute
such products as "POWERade" and "Dasani" as well as "Monster" energy products.

ExlService Holdings, Inc., headquartered in New York, New York, together with
its subsidiaries, provides business process solutions to help clients achieve
a better business model. The company serves clients in the United States and
internationally. The company's outsourcing solutions include claims
processing, benefit administration, policy servicing, billing and collection,
among others.

Page 8

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

Flowers Foods, Inc., headquartered in Thomasville, Georgia, is one of the
largest producers and marketers of frozen and non-frozen bakery and dessert
products in the United States.

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

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

Incyte Corporation, headquartered in Wilmington, Delaware, is a
biopharmaceutical company. The company discovers, develops and commercializes
drugs for use in the treatment of cancer and inflammation.

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

Leidos Holdings, Inc., headquartered in Reston, Virginia, provides scientific,
engineering, systems integration and technical services and solutions to
infrastructure, health, and national security markets. The company services
various branches of the U.S. military, agencies of the U.S. Department of
Defense, the intelligence community, the U.S. Department of Homeland Security,
other U.S. Government civil agencies, state and local government agencies,
foreign governments and customers in selected commercial markets.

Mattel, Inc., headquartered in El Segundo, California, designs and
manufactures a variety of children's toy products. The company sells its
products worldwide through retailers and directly to consumers.

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

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

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

National Fuel Gas Company, headquartered in Williamsville, New York, is a
diversified energy company with operations in six segments: Utility, Pipeline
and Storage, Exploration and Production, International, Energy Marketing and
Timber.

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

Packaging Corporation of America, headquartered in Lake Forest, Illinois,
engages in the manufacture and sale of container board and corrugated
packaging products in the United States. The company produces multi-color
boxes as well as wax-coated boxes for agricultural products.

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

SEI Investments Company, headquartered in Oaks, Pennsylvania, provides global
investment solutions to institutions and individuals and business solutions to
investment advisors and other financial intermediaries.

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

Ulta Beauty, Inc., headquartered in Bolingbrook, Illinois, is a beauty
retailer. The company offers cosmetics, fragrance, skin, haircare products and
salon services.

Page 9

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

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

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

Mid-Cap Value Strategy Stocks

Arrow Electronics, Inc., headquartered in Centennial, Colorado, is a
technology company. The company provides electronic components and enterprise
computing solutions to industrial and commercial customers through a global
distribution network.

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

Coterra Energy Inc., headquartered in Houston, Texas, produces and markets
natural gas in the United States. The company holds interests in the Gulf
Coast, the West and the East. The company conducts operations in Texas,
Oklahoma, Wyoming, the Louisiana Gulf Coast, southwest Kansas and the
Appalachian basin.

Evergy, Inc., headquartered in Kansas City, Missouri, is a public utility
holding company. The company, through its subsidiaries, provides electricity
to Kansas and Missouri.

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

Franklin Resources, Inc., headquartered in San Mateo, California, provides
individual and institutional investors worldwide with a broad range of
investment products and services designed to meet varying investment
objectives. The company provides services to high net worth individuals as
well as investors in retirement and mutual funds.

The Hanover Insurance Group, Inc., headquartered in Worcester, Massachusetts,
is a holding company. Through its subsidiaries, the company provides
investment management services, financial products, commercial and personal
property insurance, and casualty insurance.

Huntsman Corporation, headquartered in The Woodlands, Texas, through its
subsidiaries, engages in the manufacture and marketing of differentiated
chemical and inorganic chemical products used in adhesives, automotive and
aerospace products and construction and consumer products. The company markets
their products globally to industrial and consumer customers.

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

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

Louisiana-Pacific Corporation, headquartered in Nashville, Tennessee, together
with its subsidiaries, is principally engaged in the manufacture and
distribution of building products used primarily in new home construction,
repair and remodeling and manufactured housing. The company sells its products
to distributors and wholesalers in the United States and internationally.

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

Mohawk Industries, Inc., headquartered in Calhoun, Georgia, is a flooring
manufacturer. The company develops carpet, ceramic tile, laminate, wood, stone
and vinyl flooring products for residential and commercial use.

Page 10

Molson Coors Beverage Company, headquartered in Golden, Colorado, is a
multinational brewing company. The company produces beers that are designed to
appeal to a range of consumer tastes, styles and price preferences.

Old Republic International Corporation, headquartered in Chicago, Illinois, is
an insurance holding company. The company's subsidiaries are engaged in the
underwriting and marketing of a variety of coverage options, including
property and liability, life and disability, title, mortgage guaranty and
health insurance.

Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, is
engaged in the sale of new and used motor vehicles and related products and
services, including vehicle service and parts, finance and other aftermarket
products through a network of franchised automobile dealerships.

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

Prosperity Bancshares, Inc., headquartered in Houston, Texas, is a bank
holding company for Prosperity Bank, with banking locations in the greater
Houston metropolitan area and surrounding counties.

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

Quest Diagnostics Incorporated, headquartered in Secaucus, New Jersey,
provides diagnostic testing, information and services to physicians,
hospitals, managed care organizations, employers and government agencies. The
company also conducts research, performs clinical studies testing, and
manufactures and distributes diagnostic test kits and instruments.

QuidelOrtho Corporation, headquartered in San Diego, California, is a medical
instrument and supply company. The company is engaged in the development and
manufacturing of advanced technologies in diagnostic testing.

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

Seaboard Corporation, headquartered in Merriam, Kansas, operates as an
agribusiness and transportation company that primarily engages in the
production and processing of pork. The company also mills flour and feed,
farms produce, produces sugar, merchandises commodities, and generates
electric power overseas.

Selective Insurance Group, Inc., headquartered in Branchville, New Jersey,
offers property and casualty insurance products and services through its
subsidiaries in the United States.

Skechers U.S.A., Inc., headquartered in Manhattan Beach, California, designs
and markets contemporary footwear for men, women and children. The company
sells its products through department stores, specialty retailers and through
its own retail stores.

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

Toll Brothers, Inc., headquartered in Fort Washington, Pennsylvania, designs,
builds, markets and finances single-family homes in middle and high income
residential communities. The communities are located mainly on land the
company has developed in suburban residential areas.

UGI Corporation, headquartered in King of Prussia, Pennsylvania, is a holding
company that operates propane distribution, gas and electric utility, energy
marketing and related businesses through subsidiaries.

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

Western Digital Corporation, headquartered in San Jose, California, designs,
develops, manufactures and markets a range of hard drives for the desktop PC
market, the high-end hard drive market and for the emerging market for hard
drives specifically designed for audio-visual applications.

Page 11

Small-Cap Growth Strategy Stocks

Acushnet Holdings Corp., headquartered in Fairhaven, Massachusetts, is a
manufacturing company. The company produces clothing and golf equipment.

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

Cabot Corporation, headquartered in Boston, Massachusetts, produces carbon
black, a reinforcing agent for rubber and non-rubber applications, and
electronic grade tantalum, columbium, cesium, germanium, niobium titanium,
rubidium and tellurium. The company also produces and sells fumed silica and
purchases and sells liquefied natural gas.

Cal-Maine Foods, Inc., headquartered in Ridgeland, Mississippi, is primarily
engaged in the production, cleaning, grading and packaging of fresh shell eggs
for sale to shell egg retailers.

Cirrus Logic, Inc., headquartered in Austin, Texas, manufactures integrated
circuits for the personal computer, consumer and industrial markets. The
company offers products and technologies for multimedia, wireless and wireline
communications, magnetic hard disk and CD-ROM storage, and data acquisition
applications.

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

Commvault Systems, Inc., headquartered in Tinton Falls, New Jersey, together
with its subsidiaries, provides data and information management software
applications and related services primarily in North America, Europe,
Australia and Asia.

Comstock Resources, Inc., headquartered in Frisco, Texas, is an independent
exploration and production company engaged in the acquisition, production and
exploration of oil and natural gas properties. The company operates in Texas,
Louisiana and the Gulf of Mexico.

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

CorVel Corporation, headquartered in Irvine, California, is a health care
company. The company provides medical cost containment and managed care
services.

Dillard's, Inc. (Class A), headquartered in Little Rock, Arkansas, operates
traditional department stores located primarily in the midwestern,
southeastern and southwestern United States. The stores offer fashion apparel
and home furnishings.

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

Dorman Products, Inc., headquartered in Colmar, Pennsylvania, supplies
original equipment dealer automotive replacement parts, fasteners and service
line products primarily for the automotive aftermarket. Products are sold
under various private label and brand names and are distributed worldwide.

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

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

Forward Air Corporation, headquartered in Greeneville, Tennessee, provides
transportation services to air freight forwarders, air cargo carriers, and
domestic and international airlines. The company also operates a truckload
business that transports a wide range of commodities in both interstate and
intrastate commerce.

Page 12

Franklin Electric Co., Inc., headquartered in Fort Wayne, Indiana, is
primarily engaged in the design, manufacture and distribution of water and
fuel pumping systems worldwide.

Grand Canyon Education, Inc., headquartered in Phoenix, Arizona, offers
traditional and online post-secondary education programs. Services include
undergraduate and graduate degree programs in education, health care, business
and liberal arts.

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

J & J Snack Foods Corp., headquartered in Pennsauken, New Jersey,
manufactures, distributes and markets nutritional snack foods and frozen
beverages nationally to the food service and retail supermarket industries.

Korn Ferry, headquartered in Los Angeles, California, is engaged in the
business of providing executive recruitment and technology-enhanced middle-
management recruitment. The company also offers consulting and related
services globally.

Moelis & Company (Class A), headquartered in New York, New York, is an
independent global investment bank whose clientele includes corporations,
financial sponsors and governments. The company provides banking services as
well as strategic solutions and advice to its clients.

Mueller Industries, Inc., headquartered in Collierville, Tennessee, is a
manufacturer of copper, brass, plastic and aluminum products. The company's
products include aluminum and brass forgings, plastic fittings and valves,
brass and copper alloy rods and bars, and refrigeration valves.

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

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

Premier, Inc. (Class A), headquartered in Charlotte, North Carolina, is a
health care improvement company. The company unites hospitals, health systems,
physicians and other health care providers with the goal of improving and
innovating the clinical, financial and operational areas of their businesses.

Skyline Champion Corporation, headquartered in Troy, Michigan, is a housing
company. The company designs, produces and markets modular buildings and homes
for customers in North America.

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

Steven Madden, Ltd., headquartered in Long Island City, New York, together
with its subsidiaries, designs, sources, markets and sells fashion-forward
footwear brands for women, men and children.

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

Small-Cap Value Strategy Stocks

American Equity Investment Life Holding Company, headquartered in West Des
Moines, Iowa, is engaged in the development, marketing, issuance and
administration of annuities and life insurance products. Through its
subsidiaries, the company is licensed to sell its products throughout the
United States.

Amkor Technology, Inc., headquartered in Tempe, Arizona, provides
semiconductor packaging and test services, as well as wafer fabrication
services to semiconductor manufacturing and design companies. The company
markets its products and services internationally.

Page 13

ArcBest Corporation, headquartered in Fort Smith, Arkansas, is a
transportation company. The company offers integrated logistics solutions
under the "ArcBest" brand name for truckload, time critical, managed
transportation and international air and ocean clients.

Avnet, Inc., headquartered in Phoenix, Arizona, distributes electronic
components, enterprise networks, computer equipment and embedded subsystems.

Banner Corporation, headquartered in Walla Walla, Washington, operates as the
holding company for Banner Bank, which provides commercial banking services
primarily in Idaho, Oregon and Washington.

Civitas Resources Inc., headquartered in Denver, Colorado, is an oil and
natural gas company. The company is focused on developing and producing crude
oil, natural gas and natural gas liquids in Colorado's Denver-Julesburg Basin.

Columbia Banking System, Inc., headquartered in Tacoma, Washington, is a bank
holding company. The company provides retail and commercial banking services
to small and medium-sized businesses, professionals and other individuals in
the states of Washington and Oregon.

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

Encore Wire Corporation, headquartered in McKinney, Texas, is a manufacturer
of copper electrical building wire and cable. The company supplies building
wire for interior electrical wiring in commercial and industrial buildings,
homes, apartments and manufactured housings.

Foot Locker, Inc., headquartered in New York, New York, is a global retail
athletic footwear and apparel company. The company markets its products
primarily in mall-based stores and in high-traffic urban retail areas.

Fulgent Genetics, Inc., headquartered in Temple City, California, is a
diagnostics and research company. Together with its subsidiaries, the company
provides genetic testing services, diagnostics tools and integrated laboratory
processes to physicians, hospitals and medical institutions.

Genworth Financial, Inc., headquartered in Richmond, Virginia, and its
subsidiaries provide various insurance and investment-related products and
services in the United States and internationally. The company distributes its
products through independent producers and intermediaries.

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

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

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

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

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

Matson, Inc., headquartered in Honolulu, Hawaii, together with its
subsidiaries, operates as an ocean freight carrier in the Pacific. The company
operates in two segments, Ocean Transportation and Logistics.

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

NetScout Systems, Inc., headquartered in Westford, Massachusetts, designs,
manufactures, markets and supports advanced network, application and service
assurance solutions. The company provides integrated hardware and software
solutions that are used by commercial enterprises, large governmental agencies
and telecommunication service providers worldwide.

Page 14

Provident Financial Services, Inc., headquartered in Jersey City, New Jersey,
operates as the holding company for The Provident Bank which provides banking
services to individuals, families and businesses. The bank has operations in
New Jersey and the surrounding area.

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

Schneider National, Inc. (Class B), headquartered in Green Bay, Wisconsin, is
a transportation company. The company provides a variety of trucking,
intermodal, supply chain management and logistics services.

Super Micro Computer, Inc., headquartered in San Jose, California, designs,
produces and markets high-efficiency server solutions based on modular and
open-standard architecture. The company offers servers, memory, disc drives,
network devices and server management software. The company markets its
products internationally.

Tri Pointe Homes, Inc., headquartered in Incline Village, Nevada, designs,
constructs and sells several brands of single-family homes in the United
States. The company also provides financial services through its mortgage
financing and title services operations.

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

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

Weis Markets, Inc., headquartered in Sunbury, Pennsylvania, operates retail
food markets in Pennsylvania, Maryland, New Jersey, New York and West
Virginia. The company utilizes a loyalty card program which allows customers
to receive discounts, promotions and rewards.

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

Worthington Industries, Inc., headquartered in Columbus, Ohio, operates as a
diversified steel processor that focuses on steel processing and manufactured
metals products internationally.

International Strategy Stocks

Bayerische Motoren Werke AG (ADR), headquartered in Munich, Germany,
manufactures and sells luxury cars and motorcycles worldwide. The company also
offers spare parts and accessories.

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

British American Tobacco Plc (ADR), headquartered in London, England, through
its subsidiaries, provides tobacco and nicotine products including cigarettes
and roll-your-own tobacco, as well as cigars, cigarillos, pipe tobacco, snus,
electronic cigarettes and nicotine inhalation. The company has an active
business presence in approximately 180 countries around the world.

Chubb Limited, headquartered in Zurich, Switzerland, through its subsidiaries,
offers a range of insurance and reinsurance products worldwide. The company's
products include property and casualty, excess liability, professional
liability, specialty agricultural coverage, term life, workers' compensation
and political risk.

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

Deutsche Telekom AG (ADR), headquartered in Bonn, Germany, together with its
subsidiaries, provides integrated telecommunication services worldwide. The
company also offers fixed-network services, sells terminal equipment and other
hardware products, and provides mobile voice and data services to consumers
and business customers.

Equinor ASA, headquartered in Stavanger, Norway, is the largest integrated oil
and gas company in Scandinavia, producing oil and gas from the Norwegian
Continental Shelf and other regions.

Page 15

Fast Retailing Co., Ltd. (ADR), headquartered in Yamaguchi, Japan, is a retail
holding company. Together with its subsidiaries, the company operates as an
apparel designer and retailer in Japan and internationally.

Hitachi, Ltd. (ADR), headquartered in Tokyo, Japan, is engaged in the
manufacture of communications and electronic equipment, consumer electronics,
as well as heavy electrical and industrial machinery. The company has a wide
range of products from nuclear power systems to kitchen appliances and also
operates subsidiaries in the metal, chemical, and wire and cable industries.

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

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

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

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

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

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

Novartis AG (ADR), headquartered in Basel, Switzerland, manufactures health
care products for use in a broad range of medical fields, as well as
nutritional and agricultural products. The company markets its products
worldwide.

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

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

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

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

Shell Plc (ADR), headquartered in London, England, produces crude oil, natural
gas, chemicals, coal and metals worldwide. The company's products are marketed
for domestic, industrial and transport use.

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

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

Page 16

Suncor Energy Inc., headquartered in Calgary, Canada, is an integrated energy
company focused on developing petroleum basins in Western Canada. The company
also acquires, develops, produces and markets crude oil and natural gas in
Canada and internationally, and markets petroleum and petrochemical products
primarily in Canada.

Takeda Pharmaceutical Company Limited (ADR), headquartered in Tokyo, Japan,
develops, manufactures and sells pharmaceutical drugs worldwide. The company
provides products in various therapeutic areas, including cardiovascular and
metabolic, respiratory and immunology, oncology, vaccines and consumer health
care drugs.

Thomson Reuters Corporation, headquartered in Toronto, Canada, provides
electronic information for the professional marketplace and businesses
worldwide. The company offers on-line systems and software products for
sectors such as legal, health care, financial and corporate training.

TotalEnergies SE (ADR), headquartered in Courbevoie, France, is an
international integrated oil and gas and specialty chemical company with
operations in more than 130 countries. The company engages in all areas of the
petroleum industry, from exploration and production to refining and shipping.

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

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

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

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

Page 17

Undertaking

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

CONTENTS OF REGISTRATION STATEMENT

Bonding Arrangements of Depositor:

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

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

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

The Registrant, FT 10166, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8965; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040; FT 9042; FT 9058; FT 9068; FT 9203; FT 9204; FT 9303; FT 9305; FT 9326; FT 9327; FT 9372; FT 9401; FT 9402; FT 9403; FT 9474; FT 9513; FT 9514; FT 9611; FT 9630; FT 9709; FT 9872; FT 9908; FT 9911; FT 9923; FT 9937; FT 9950; FT 9961; FT 9977; FT 9978; FT 10051; FT 10057; FT 10105; FT 10109 and FT 10121 for purposes of the representations required by Rule 487 and represents the following:

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

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

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

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 10166, 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 July 8, 2022.

FT 10166

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** ) July 8, 2022
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 10131 (File No. 333-264568) 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 is contained in its opinion 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 is 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 is filed as Exhibit 4.2 to the Registration Statement.

S-4

EXHIBIT INDEX

1.1

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

1.1.1

Trust Agreement for FT 10166, effective July 8, 2022 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor.

1.2

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

1.3

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

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

1.4

Articles of Incorporation of Nike Securities Corporation, predecessor to The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.5

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

1.7

Fund of Funds Agreements (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-261661] filed on behalf of FT 9909, Amendment No. 1 to Form S-6 [File No. 333-261297] filed on behalf of FT 9857, Amendment No. 1 to Form S-6 [File No. 333-262164] filed on behalf of FT 9948, Amendment No. 1 to Form S-6 [File No. 333-262344] filed on behalf of FT 9965 and Amendment No. 1 to Form S-6 [File No. 333-263845] filed on behalf of FT 10083).

2.2

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

S-5

3.1

Opinion of counsel as to legality of securities being registered.

4.1

Consent of First Trust Advisors L.P.

4.2

Consent of Independent Registered Public Accounting Firm.

6.1

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

7.1

Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-264568] filed on behalf of FT 10131).

S-6