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

 

Registration No. 333-267033

1940 Act No. 811-05903

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to Form S-6

 

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

 

A.Exact name of trust:

 

FT 10332

 

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.

 

| |Check box if it is proposed that this filing will become effective on October 11, 2022 at 2:00 p.m. pursuant to Rule 487.

________________________________


             60/40 Strategic Allocation Port. 4Q '22 - Term 1/17/24
             75/25 Strategic Allocation Port. 4Q '22 - Term 1/17/24

                                    FT 10332

FT 10332 is a series of a unit investment trust, the FT Series. FT 10332
consists of two separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust is a separate investment vehicle and
you may invest in either of the Trusts.

60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series and 75/25
Strategic Allocation Portfolio, 4th Quarter 2022 Series each invest in a
diversified portfolio of common stocks ("Common Stocks") and shares of
exchange-traded funds ("ETFs" or "Funds"), the portfolios of which are
invested in fixed-income securities. Collectively, the Common Stocks and ETFs
are referred to as the "Securities." Certain of the ETFs invest in high-yield
securities. See "Risk Factors" for a discussion of the risk of investing in
high-yield securities or "junk" bonds. An investment can be made in the
underlying ETFs directly rather than through the Trusts. These direct
investments can be made without paying the sales charge, operating expenses
and organizational costs of a Trust.

Each Trust seeks above-average total return.

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

                                 FIRST TRUST(R)

                                  800-621-1675


                The date of this prospectus is October 11, 2022



Page 1


                               Table of Contents

Summary of Essential Information                                             3
Fee Table                                                                    4
Report of Independent Registered Public Accounting Firm                      5
Statements of Net Assets                                                     6
Schedule of Investments                                                      7
The FT Series                                                               20
Portfolios                                                                  21
Risk Factors                                                                23
Public Offering                                                             32
Distribution of Units                                                       34
The Sponsor's Profits                                                       35
The Secondary Market                                                        36
How We Purchase Units                                                       36
Expenses and Charges                                                        36
Tax Status                                                                  37
Retirement Plans                                                            39
Rights of Unit Holders                                                      39
Income and Capital Distributions                                            40
Redeeming Your Units                                                        40
Investing in a New Trust                                                    41
Removing Securities from a Trust                                            42
Amending or Terminating the Indenture                                       43
Information on the Sponsor and Trustee                                      43
Other Information                                                           44


Page 2

                  Summary of Essential Information (Unaudited)

                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 2022


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


                                                                                60/40 Strategic              75/25 Strategic
                                                                                Allocation Portfolio         Allocation Portfolio
                                                                                4th Quarter 2022 Series      4th Quarter 2022 Series
                                                                                _______________________      _______________________
Initial Number of Units (1)                                                             400,031                     319,775
Fractional Undivided Interest in the Trust per Unit (1)                               1/400,031                   1/319,775
Public Offering Price:
Public Offering Price per Unit (2)                                                  $    10.000                  $   10.000
   Less Initial Sales Charge per Unit (3)                                                 (.000)                      (.000)
                                                                                    ___________                  __________
Aggregate Offering Price Evaluation of Securities per Unit (4)                           10.000                      10.000
   Less Deferred Sales Charge per Unit (3)                                                (.135)                      (.135)
                                                                                    ___________                  __________
Redemption Price per Unit (5)                                                             9.865                       9.865
   Less Creation and Development Fee per Unit (3)(5)                                      (.050)                      (.050)
   Less Organization Costs per Unit (5)                                                   (.019)                      (.019)
                                                                                    ___________                  __________
Net Asset Value per Unit                                                            $     9.796                  $    9.796
                                                                                    ===========                  ==========
Cash CUSIP Number                                                                    30328P 684                  30328P 726
Reinvestment CUSIP Number                                                            30328P 692                  30328P 734
Fee Account Cash CUSIP Number                                                        30328P 700                  30328P 742
Fee Account Reinvestment CUSIP Number                                                30328P 718                  30328P 759
Pricing Line Product Code                                                                143867                      143871
Ticker Symbol                                                                            FVPKBX                      FLYHBX

First Settlement Date                                           October 13, 2022
Mandatory Termination Date (6)                                  January 17, 2024
Income Distribution Record Date                                 Tenth day of each month, commencing November 10, 2022.
Income Distribution Date (7)                                    Twenty-fifth day of each month, commencing November 25, 2022.

_____________

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

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

(3) You will pay a maximum sales charge of 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 a Trust at the end of the initial offering
period. If Units are redeemed prior to the close of the initial offering
period, these fees will not be deducted from the redemption proceeds. See
"Redeeming Your Units."

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

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


Page 3


                             Fee Table (Unaudited)

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


                                                                              60/40 Strategic                75/25 Strategic
                                                                              Allocation Portfolio           Allocation Portfolio
                                                                              4th Quarter 2022 Series        4th Quarter 2022 Series
                                                                              _______________________        _______________________
                                                                                            Amount                       Amount
                                                                                            per Unit                     per Unit
                                                                                            ________                     ________
Unit Holder Sales Fees (as a percentage of public offering price)

Maximum Sales Charge
   Initial sales charge                                                       0.00%(a)      $.000            0.00%(a)    $.000
   Deferred sales charge                                                      1.35%(b)      $.135            1.35%(b)    $.135
   Creation and development fee                                               0.50%(c)      $.050            0.50%(c)    $.050
                                                                              _____         _____            _____       _____
   Maximum sales charge (including creation and development fee)              1.85%         $.185            1.85%       $.185
                                                                              =====         =====            =====       =====
Organization Costs (as a percentage of public offering price)
   Estimated organization costs                                               .190%(d)      $.0190           .190%(d)    $.0190
                                                                              =====         ======           =====       ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
   Portfolio supervision, bookkeeping, administrative and evaluation fees     .059%         $.0060           .059%       $.0060
   Trustee's fee and other operating expenses                                 .126%(f)      $.0127           .126%(f)    $.0127
   Acquired Fund fees and expenses                                            .107%(g)      $.0108           .067%(g)    $.0068
                                                                              _____         ______           _____       ______
      Total                                                                   .292%         $.0295           .252%       $.0255
                                                                              =====         ======           =====       ======
                                    Example

This example is intended to help you compare the cost of investing in a Trust
with the cost of investing in other investment products. The example assumes
that you invest $10,000 in a 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
                                                                          ______      _______      _______      ________
60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series             $233        $718         $1,004       $2,171
75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series              229         706            983        2,129

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

_____________

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

(b) The deferred sales charge is a fixed dollar amount equal to $.135 per Unit
which, as a percentage of the Public Offering Price, will vary over time. The
deferred sales charge will be deducted in three monthly installments
commencing January 20, 2023.

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

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

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

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

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


Page 4


                             Report of Independent
                       Registered Public Accounting Firm


To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 10332

Opinion on the Statements of Net Assets

We have audited the accompanying statements of net assets of FT 10332,
comprising 60/40 Strategic Allocation Port. 4Q '22 - Term 1/17/24 (60/40
Strategic Allocation Portfolio, 4th Quarter 2022 Series) and 75/25 Strategic
Allocation Port. 4Q '22 - Term 1/17/24 (75/25 Strategic Allocation Portfolio,
4th Quarter 2022 Series) (collectively the "Trusts"), one of the series
constituting the FT Series, including the schedules of investments, as of the
opening of business on October 11, 2022 (Initial Date of Deposit), and the
related notes. In our opinion, the statements of net assets present fairly, in
all material respects, the financial position of each of the Trusts
constituting FT 10332 as of the opening of business on October 11, 2022
(Initial Date of Deposit), in conformity with accounting principles generally
accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material
misstatement of the statements of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statements of net assets. Our audits also included
evaluating the accounting principles used and significant estimates made by
the Trusts' Sponsor, as well as evaluating the overall presentation of the
statements of net assets. Our procedures included confirmation of the
irrevocable letter of credit held by The Bank of New York Mellon, the Trustee,
and allocated among the Trusts for the purchase of securities, as shown in the
statements of net assets, as of the opening of business on October 11, 2022,
by correspondence with the Trustee. We believe that our audits provide a
reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
October 11, 2022

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



Page 5


                            Statements of Net Assets

                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 2022



                                                                                60/40 Strategic             75/25 Strategic
                                                                                Allocation Portfolio        Allocation Portfolio
                                                                                4th Quarter 2022 Series     4th Quarter 2022 Series
                                                                                _______________________     ________________________
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)              $4,000,306                  $3,197,748
Less liability for reimbursement to Sponsor for organization costs (3)              (7,601)                     (6,076)
Less liability for deferred sales charge (4)                                       (54,004)                    (43,170)
Less liability for creation and development fee (5)                                (20,002)                    (15,989)
                                                                                __________                  __________
Net assets                                                                      $3,918,699                  $3,132,513
                                                                                ==========                  ==========
Units outstanding                                                                  400,031                     319,775
Net asset value per Unit (6)                                                    $    9.796                  $    9.796

ANALYSIS OF NET ASSETS
Cost to investors (7)                                                           $4,000,306                  $3,197,748
Less maximum sales charge (7)                                                      (74,006)                    (59,159)
Less estimated reimbursement to Sponsor for organization costs (3)                  (7,601)                     (6,076)
                                                                                __________                  __________
Net assets                                                                      $3,918,699                  $3,132,513
                                                                                ==========                  ==========

__________

                       NOTES TO STATEMENTS OF NET ASSETS

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

(1) Each Trust invests in a diversified portfolio of Common Stocks and ETFs.
Aggregate cost of the Securities listed under "Schedule of Investments" for
each Trust is based on their aggregate underlying value. Each Trust has a
Mandatory Termination Date of January 17, 2024.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $12,000,000 has been allocated to the Trusts, $6,500,000
for 60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series and
$5,500,000 for 75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series,
has been deposited with the Trustee as collateral, covering the monies
necessary for the purchase of the Securities according to their purchase
contracts.

(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trusts. These costs have been estimated at $.0190 per Unit per Trust. A
payment will be made at the end of a Trust's initial offering period to an
account maintained by the Trustee from which the obligation of the investors
to the Sponsor will be satisfied. To the extent that actual organization costs
of a Trust are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed to
the Sponsor and deducted from the assets of such Trust.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.135 per Unit, payable to the Sponsor in three equal monthly installments
beginning on January 20, 2023 and on the twentieth day of each month
thereafter (or if such date is not a business day, on the preceding business
day) through March 20, 2023. If Unit holders redeem Units before March 20,
2023, they will have to pay the remaining amount of the deferred sales charge
applicable to such Units when they redeem them.

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

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

(7) The aggregate cost to investors in a 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

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 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 (59.99%):
Communication Services (1.70%):
KDDIY       KDDI Corporation (ADR) +                                       0.40%         1,104     $   14.44    $   15,942
NYT         The New York Times Company (Class A)                           0.20%           273         29.15         7,958
NTDOY       Nintendo Co., Ltd. (ADR) +                                     0.40%         1,558         10.20        15,892
NTTYY       Nippon Telegraph and Telephone Corporation (ADR) +             0.40%           586         27.29        15,992
USM         United States Cellular Corporation *                           0.10%           154         25.95         3,996
WWE         World Wrestling Entertainment, Inc.                            0.20%           108         73.95         7,987
Consumer Discretionary (10.02%):
AZO         AutoZone, Inc. *                                               0.50%             9      2,233.54        20,102
BMWYY       Bayerische Motoren Werke AG (ADR) +                            0.40%           680         23.52        15,994
COLM        Columbia Sportswear Company                                    0.20%           111         72.06         7,999
DHI         D.R. Horton, Inc.                                              0.50%           278         72.21        20,074
DDS         Dillard's, Inc. (Class A)                                      0.20%            28        282.88         7,921
DG          Dollar General Corporation                                     0.50%            84        239.61        20,127
DORM        Dorman Products, Inc. *                                        0.10%            45         88.32         3,974
FRCOY       Fast Retailing Co., Ltd. (ADR) +                               0.40%           298         53.85        16,047
FL          Foot Locker, Inc.                                              0.10%           126         32.21         4,058
F           Ford Motor Company                                             0.50%         1,757         11.36        19,960
GM          General Motors Company                                         0.50%           622         32.29        20,084
GHC         Graham Holdings Company                                        0.10%             7        551.08         3,858
LOPE        Grand Canyon Education, Inc. *                                 0.10%            50         80.21         4,010
HESAY       Hermes International (ADR) +                                   0.40%           132        121.56        16,046
HD          The Home Depot, Inc.                                           0.50%            71        282.46        20,055
KBH         KB Home                                                        0.10%           145         27.74         4,022
LEN         Lennar Corporation                                             0.20%           103         78.18         8,053
LOW         Lowe's Companies, Inc.                                         0.50%           103        194.90        20,075
MDC         M.D.C. Holdings, Inc.                                          0.10%           138         29.07         4,012
MAT         Mattel, Inc. *                                                 0.20%           411         19.43         7,986
MBGYY       Mercedes-Benz Group AG (ADR) +                                 0.40%         1,264         12.62        15,952
MTH         Meritage Homes Corporation *                                   0.10%            55         73.13         4,022
MHK         Mohawk Industries, Inc. *                                      0.20%            84         95.22         7,998
MUSA        Murphy USA Inc.                                                0.20%            30        270.74         8,122
NVR         NVR, Inc. *                                                    0.21%             2      4,192.93         8,386
ORLY        O'Reilly Automotive, Inc. *                                    0.51%            28        724.57        20,288
PHM         PulteGroup, Inc.                                               0.20%           201         39.86         8,012
SKX         Skechers U.S.A., Inc. *                                        0.20%           239         33.62         8,035
SKY         Skyline Champion Corporation *                                 0.10%            71         56.72         4,027
TJX         The TJX Companies, Inc.                                        0.50%           312         64.33        20,071
TM          Toyota Motor Corporation +                                     0.40%           119        134.86        16,048
TPH         Tri Pointe Homes, Inc. *                                       0.10%           251         16.03         4,024
ULTA        Ulta Beauty, Inc. *                                            0.20%            21        390.30         8,196
VWAGY       Volkswagen AG (ADR) +                                          0.40%         1,007         15.90        16,011
WSM         Williams-Sonoma, Inc.                                          0.20%            67        120.29         8,059


Page 7


                       Schedule of Investments (cont'd.)

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Consumer Staples (4.79%):
ADM         Archer-Daniels-Midland Company                                 0.50%           230     $   86.61    $   19,920
BJ          BJ's Wholesale Club Holdings, Inc. *                           0.20%           114         69.73         7,949
CALM        Cal-Maine Foods, Inc.                                          0.10%            72         55.16         3,972
CASY        Casey's General Stores, Inc.                                   0.20%            40        199.29         7,972
COKE        Coca-Cola Consolidated Inc.                                    0.10%             9        448.19         4,034
COST        Costco Wholesale Corporation                                   0.50%            43        466.31        20,051
FLO         Flowers Foods, Inc.                                            0.20%           320         25.06         8,019
HSY         The Hershey Company                                            0.50%            90        223.55        20,119
K           Kellogg Company                                                0.50%           284         70.85        20,121
MGPI        MGP Ingredients, Inc.                                          0.10%            38        105.04         3,992
PSMT        PriceSmart, Inc.                                               0.10%            68         58.17         3,956
PG          The Procter & Gamble Company                                   0.50%           162        123.76        20,049
SEB         Seaboard Corporation                                           0.09%             1      3,459.49         3,459
SFM         Sprouts Farmers Market, Inc. *                                 0.10%           146         27.70         4,044
TSN         Tyson Foods, Inc. (Class A)                                    0.50%           311         64.10        19,935
WBA         Walgreens Boots Alliance, Inc.                                 0.50%           624         31.84        19,868
WMK         Weis Markets, Inc.                                             0.10%            52         76.94         4,001
Energy (6.89%):
ARCH        Arch Resources Inc.                                            0.10%            28        143.35         4,014
CNQ         Canadian Natural Resources Limited +                           0.40%           298         53.71        16,006
CVX         Chevron Corporation                                            0.50%           127        157.14        19,957
CIVI        Civitas Resources, Inc.                                        0.20%           124         64.41         7,987
CRK         Comstock Resources, Inc. *                                     0.20%           447         17.94         8,019
COP         ConocoPhillips                                                 0.50%           171        116.80        19,973
CEIX        CONSOL Energy Inc.                                             0.10%            59         68.49         4,041
CTRA        Coterra Energy Inc.                                            0.20%           280         28.47         7,972
CVI         CVR Energy, Inc.                                               0.10%           121         33.03         3,997
FANG        Diamondback Energy, Inc.                                       0.50%           143        140.31        20,064
EOG         EOG Resources, Inc.                                            0.49%           160        123.70        19,792
EQNR        Equinor ASA +                                                  0.40%           453         35.13        15,914
XOM         Exxon Mobil Corporation                                        0.50%           201         98.84        19,867
HES         Hess Corporation                                               0.50%           157        126.78        19,904
DINO        HF Sinclair Corp.                                              0.20%           145         54.94         7,966
MRO         Marathon Oil Corporation                                       0.20%           290         27.52         7,981
BTU         Peabody Energy Corporation *                                   0.10%           148         27.13         4,015
PXD         Pioneer Natural Resources Company                              0.50%            80        249.60        19,968
SHEL        Shell Plc (ADR) +                                              0.40%           311         51.16        15,911
SU          Suncor Energy Inc. +                                           0.40%           505         31.73        16,024
TTE         TotalEnergies SE (ADR) +                                       0.40%           321         49.50        15,889
Financials (6.09%):
AFL         Aflac Incorporated                                             0.50%           345         58.02        20,017
AEL         American Equity Investment Life Holding Company                0.10%           102         39.07         3,985
AIG         American International Group, Inc.                             0.50%           410         48.44        19,860
BANF        BancFirst Corporation                                          0.10%            44         90.50         3,982
CB          Chubb Limited +                                                0.40%            86        184.92        15,903
COLB        Columbia Banking System, Inc.                                  0.10%           137         29.25         4,007


Page 8


                       Schedule of Investments (cont'd.)

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Financials (cont'd.):
ERIE        Erie Indemnity Company                                         0.20%            34     $  235.70    $    8,014
EVR         Evercore Inc.                                                  0.10%            46         86.63         3,985
FAF         First American Financial Corporation                           0.20%           168         47.32         7,950
FFIN        First Financial Bankshares, Inc.                               0.20%           185         43.15         7,983
FCFS        FirstCash Holdings, Inc.                                       0.10%            51         77.50         3,952
BEN         Franklin Resources, Inc.                                       0.20%           367         21.72         7,971
GNW         Genworth Financial, Inc. *                                     0.10%           990          4.00         3,960
HIG         The Hartford Financial Services Group, Inc.                    0.20%           125         63.80         7,975
HLI         Houlihan Lokey, Inc.                                           0.20%           102         77.99         7,955
MMC         Marsh & McLennan Companies, Inc.                               0.50%           130        153.99        20,019
MTG         MGIC Investment Corporation                                    0.10%           316         12.58         3,975
MC          Moelis & Company (Class A)                                     0.10%           110         36.23         3,985
NMIH        NMI Holdings, Inc. (Class A) *                                 0.10%           192         20.75         3,984
ORI         Old Republic International Corporation                         0.20%           361         22.10         7,978
PB          Prosperity Bancshares, Inc.                                    0.20%           116         68.31         7,924
RDN         Radian Group Inc.                                              0.10%           206         19.13         3,941
SEIC        SEI Investments Company                                        0.20%           163         48.95         7,979
TROW        T. Rowe Price Group, Inc.                                      0.50%           188        105.89        19,907
TRV         The Travelers Companies, Inc.                                  0.49%           126        157.48        19,842
ZURVY       Zurich Insurance Group AG (ADR) +                              0.40%           405         39.55        16,018
Health Care (9.59%):
ABT         Abbott Laboratories                                            0.50%           198        101.13        20,024
AMN         AMN Healthcare Services, Inc. *                                0.20%            71        113.06         8,027
BMY         Bristol-Myers Squibb Company                                   0.50%           291         68.48        19,928
CHE         Chemed Corporation                                             0.20%            18        437.41         7,873
CHGCY       Chugai Pharmaceutical Co., Ltd. (ADR) +                        0.40%         1,248         12.80        15,974
CI          Cigna Corporation                                              0.50%            70        285.73        20,001
CORT        Corcept Therapeutics Incorporated *                            0.10%           154         26.07         4,015
CRVL        CorVel Corporation *                                           0.10%            28        142.84         4,000
CSLLY       CSL Limited (ADR) +                                            0.40%           179         89.30        15,985
CVS         CVS Health Corporation                                         0.50%           226         88.25        19,944
ENOV        Enovis Corp. *                                                 0.10%            89         44.86         3,993
ENSG        The Ensign Group, Inc.                                         0.20%            94         85.38         8,026
INCY        Incyte Corporation *                                           0.20%           118         67.58         7,974
MEDP        Medpace Holdings, Inc. *                                       0.20%            50        158.60         7,930
MRK         Merck & Co., Inc.                                              0.50%           221         90.48        19,996
MRNA        Moderna, Inc. *                                                0.50%           161        123.42        19,871
NVS         Novartis AG (ADR) +                                            0.40%           212         75.55        16,017
NVO         Novo Nordisk A/S (ADR) +                                       0.40%           154        103.85        15,993
PFE         Pfizer Inc.                                                    0.50%           477         41.75        19,915
QDEL        QuidelOrtho Corporation *                                      0.20%           114         69.38         7,909
REGN        Regeneron Pharmaceuticals, Inc. *                              0.49%            27        730.92        19,735
RGEN        Repligen Corporation *                                         0.20%            39        207.90         8,108


Page 9


                       Schedule of Investments (cont'd.)

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Health Care (cont'd.):
RMD         ResMed Inc.                                                    0.50%            91     $  219.18    $   19,945
RHHBY       Roche Holding AG (ADR) +                                       0.40%           399         39.97        15,948
SNY         Sanofi (ADR) +                                                 0.40%           409         39.10        15,992
UNH         UnitedHealth Group Incorporated                                0.50%            40        498.86        19,954
VRTX        Vertex Pharmaceuticals Incorporated *                          0.50%            68        294.54        20,029
Industrials (7.91%):
ARCB        ArcBest Corporation                                            0.10%            52         77.63         4,037
BCC         Boise Cascade Company                                          0.10%            62         65.13         4,038
CHRW        C.H. Robinson Worldwide, Inc.                                  0.20%            85         94.14         8,002
CAT         Caterpillar Inc.                                               0.50%           112        178.67        20,011
CBZ         CBIZ, Inc. *                                                   0.10%            91         43.97         4,001
FIX         Comfort Systems USA, Inc.                                      0.10%            39        101.03         3,940
CMI         Cummins Inc.                                                   0.50%            91        219.24        19,951
DE          Deere & Company                                                0.50%            56        359.68        20,142
WIRE        Encore Wire Corporation                                        0.10%            30        131.90         3,957
EXPD        Expeditors International of Washington, Inc.                   0.20%            89         89.77         7,990
FWRD        Forward Air Corporation                                        0.10%            41         96.73         3,966
FELE        Franklin Electric Co., Inc.                                    0.10%            47         84.85         3,988
FCN         FTI Consulting, Inc. *                                         0.20%            46        174.38         8,021
HUBG        Hub Group, Inc. *                                              0.10%            56         71.09         3,981
KNX         Knight-Swift Transportation Holdings Inc.                      0.20%           165         48.06         7,930
LHX         L3Harris Technologies Inc.                                     0.51%            88        230.44        20,279
LSTR        Landstar System, Inc.                                          0.20%            55        145.18         7,985
MATX        Matson, Inc.                                                   0.10%            61         65.55         3,999
MLI         Mueller Industries, Inc.                                       0.10%            64         62.18         3,980
NOC         Northrop Grumman Corporation                                   0.50%            40        503.83        20,153
ODFL        Old Dominion Freight Line, Inc.                                0.50%            75        267.85        20,089
PCAR        PACCAR Inc                                                     0.50%           228         87.88        20,037
SAIA        Saia, Inc. *                                                   0.20%            40        202.25         8,090
SBGSY       Schneider Electric SE (ADR) +                                  0.40%           692         23.07        15,964
SNDR        Schneider National, Inc. (Class B)                             0.10%           191         20.97         4,005
SNA         Snap-on Incorporated                                           0.20%            38        209.29         7,953
UFPI        UFP Industries Inc.                                            0.20%           107         74.53         7,975
UPS         United Parcel Service, Inc. (Class B)                          0.50%           126        159.74        20,127
GWW         W.W. Grainger, Inc.                                            0.50%            40        504.12        20,165
WSO         Watsco, Inc.                                                   0.20%            31        260.98         8,090
WTS         Watts Water Technologies, Inc.                                 0.10%            32        126.57         4,050
Information Technology (7.10%):
ACN         Accenture Plc +                                                0.40%            62        257.85        15,987
AMKR        Amkor Technology, Inc.                                         0.20%           463         17.35         8,033
AMAT        Applied Materials, Inc.                                        0.50%           254         79.19        20,114
ARW         Arrow Electronics, Inc. *                                      0.20%            84         94.46         7,935


Page 10


                       Schedule of Investments (cont'd.)

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Information Technology (cont'd.):
AVT         Avnet, Inc.                                                    0.10%           106     $   37.40    $    3,964
CALX        Calix, Inc. *                                                  0.10%            68         58.47         3,976
CRUS        Cirrus Logic, Inc. *                                           0.10%            60         66.45         3,987
CSCO        Cisco Systems, Inc.                                            0.50%           500         39.89        19,945
CTSH        Cognizant Technology Solutions Corporation                     0.50%           342         58.15        19,887
CVLT        Commvault Systems, Inc. *                                      0.10%            73         54.67         3,991
DIOD        Diodes Incorporated *                                          0.10%            58         68.85         3,993
HPE         Hewlett Packard Enterprise Company                             0.20%           650         12.30         7,995
INTC        Intel Corporation                                              0.49%           788         25.20        19,858
KEYS        Keysight Technologies, Inc. *                                  0.50%           125        160.32        20,040
MU          Micron Technology, Inc.                                        0.50%           388         51.38        19,935
MSFT        Microsoft Corporation                                          0.50%            87        229.25        19,945
ON          ON Semiconductor Corporation *                                 0.51%           328         61.93        20,313
PLXS        Plexus Corp. *                                                 0.10%            45         89.80         4,041
QCOM        QUALCOMM Incorporated                                          0.50%           174        114.60        19,940
QLYS        Qualys, Inc. *                                                 0.20%            61        131.12         7,998
SANM        Sanmina Corporation *                                          0.10%            81         49.58         4,016
SMCI        Super Micro Computer, Inc. *                                   0.10%            70         56.25         3,938
TXN         Texas Instruments Incorporated                                 0.50%           128        156.79        20,069
VSH         Vishay Intertechnology, Inc.                                   0.10%           215         18.42         3,960
Materials (4.80%):
AMR         American Metallurgical Resources, Inc.                         0.10%            26        151.46         3,938
BHP         BHP Group Ltd (ADR) +                                          0.40%           311         51.22        15,929
CF          CF Industries Holdings, Inc.                                   0.20%            75        106.53         7,990
CMC         Commercial Metals Company                                      0.20%           201         39.88         8,016
CTVA        Corteva Inc.                                                   0.50%           327         61.05        19,963
GLNCY       Glencore Plc (ADR) +                                           0.40%         1,468         10.85        15,928
HUN         Huntsman Corporation                                           0.20%           313         25.50         7,981
MOS         The Mosaic Company                                             0.20%           152         52.69         8,009
NUE         Nucor Corporation                                              0.50%           170        118.07        20,072
NTR         Nutrien Ltd. +                                                 0.40%           187         85.08        15,910
RS          Reliance Steel & Aluminum Co.                                  0.20%            44        182.89         8,047
RIO         Rio Tinto Plc (ADR) +                                          0.40%           278         57.46        15,974
SHECY       Shin-Etsu Chemical Co., Ltd. (ADR) +                           0.40%           613         25.97        15,920
STLD        Steel Dynamics, Inc.                                           0.20%           103         77.72         8,005
SCL         Stepan Company                                                 0.10%            42         94.08         3,951
X           United States Steel Corporation                                0.20%           412         19.32         7,960
HCC         Warrior Met Coal, Inc.                                         0.10%           121         33.06         4,000
WOR         Worthington Industries, Inc.                                   0.10%            93         43.19         4,017
Real Estate (0.20%):
JLL         Jones Lang LaSalle Incorporated *                              0.20%            50        160.74         8,037
Utilities (0.90%):
AGR         Avangrid, Inc.                                                 0.20%           200         39.43         7,886
IBDRY       Iberdrola S.A. (ADR) +                                         0.40%           434         36.71        15,932
NRG         NRG Energy, Inc.                                               0.20%           194         41.01         7,956
OTTR        Otter Tail Corporation                                         0.10%            63         62.66         3,948


Page 11


                       Schedule of Investments (cont'd.)

         60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


  At the Opening of Business on the Initial Date of Deposit-October 11, 2022


                                                                         Percentage      Number    Market       Cost of
Ticker Symbol and                                                        of Aggregate    of        Value        Securities to
Name of Issuer of Securities (1)                                         Offering Price  Shares    per Share    the Trust (2)
________________________________                                         ______________  ______    _________    _____________
EXCHANGE-TRADED FUNDS (40.01%):
LMBS       First Trust Low Duration Opportunities ETF (4)                  1.60%         1,354     $   47.33    $   64,085
FTSL       First Trust Senior Loan Fund (4)                                1.60%         1,445         44.41        64,172
HYLS       First Trust Tactical High Yield ETF (4)                         1.60%         1,647         38.88        64,035
PGF        Invesco Financial Preferred ETF                                 1.60%         4,332         14.80        64,114
SHYG       iShares 0-5 Year High Yield Corporate Bond ETF                  1.60%         1,609         39.79        64,022
IGLB       iShares 10+ Year Investment Grade Corporate Bond ETF            1.60%         1,354         47.31        64,058
TLH        iShares 10-20 Year Treasury Bond ETF                            1.60%           602        106.33        64,011
QLTA       iShares Aaa - A Rated Corporate Bond ETF                        1.60%         1,425         44.97        64,082
USHY       iShares Broad USD High Yield Corporate Bond ETF                 1.60%         1,914         33.49        64,100
USIG       iShares Broad USD Investment Grade Corporate Bond ETF           1.60%         1,345         47.64        64,076
CMBS       iShares CMBS ETF                                                1.60%         1,406         45.52        64,001
LQD        iShares iBoxx $ Investment Grade Corporate Bond ETF             1.60%           631        101.50        64,046
IGIB       iShares Trust iShares 5-10 Year Investment Grade Corporate
           Bond ETF                                                        1.60%         1,337         47.92        64,069
CORP       PIMCO Investment Grade Corporate Bond Index Exchange-
           Traded Fund                                                     1.60%           710         90.20        64,042
SRLN       SPDR Blackstone Senior Loan ETF                                 1.60%         1,563         41.03        64,130
JNK        SPDR Bloomberg Barclays High Yield Bond ETF                     1.60%           732         87.45        64,013
SJNK       SPDR Bloomberg Short Term High Yield Bond ETF                   1.60%         2,705         23.68        64,054
SPHY       SPDR Portfolio High Yield Bond ETF                              1.60%         2,948         21.71        64,001
SPIB       SPDR Portfolio Intermediate Term Corporate Bond ETF             1.61%         2,055         31.39        64,506
SPMB       SPDR Portfolio Mortgage Backed Bond ETF                         1.60%         3,010         21.28        64,053
VCIT       Vanguard Intermediate-Term Corporate Bond ETF                   1.60%           853         75.04        64,009
VGIT       Vanguard Intermediate-Term Treasury ETF                         1.60%         1,107         57.83        64,018
VMBS       Vanguard Mortgage-Backed Securities ETF                         1.60%         1,436         44.60        64,046
BNDX       Vanguard Total International Bond ETF                           1.60%         1,354         47.29        64,031
HYLB       Xtrackers USD High Yield Corporate Bond ETF                     1.60%         1,963         32.63        64,053
                                                                         _______                                __________
                Total Investments                                        100.00%                                $4,000,306
                                                                         =======                                ==========
___________

See "Notes to Schedules of Investments" on page 19.


Page 12


                            Schedule of Investments

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 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 (74.99%):
Communication Services (2.13%):
KDDIY       KDDI Corporation (ADR) +                                       0.50%         1,103     $   14.44    $   15,927
NYT         The New York Times Company (Class A)                           0.25%           273         29.15         7,958
NTDOY       Nintendo Co., Ltd. (ADR) +                                     0.50%         1,558         10.20        15,892
NTTYY       Nippon Telegraph and Telephone Corporation (ADR) +             0.50%           585         27.29        15,965
USM         United States Cellular Corporation *                           0.13%           154         25.95         3,996
WWE         World Wrestling Entertainment, Inc.                            0.25%           108         73.95         7,987
Consumer Discretionary (12.58%):
AZO         AutoZone, Inc. *                                               0.63%             9      2,233.54        20,102
BMWYY       Bayerische Motoren Werke AG (ADR) +                            0.50%           680         23.52        15,994
COLM        Columbia Sportswear Company                                    0.25%           111         72.06         7,999
DHI         D.R. Horton, Inc.                                              0.63%           278         72.21        20,074
DDS         Dillard's, Inc. (Class A)                                      0.25%            28        282.88         7,921
DG          Dollar General Corporation                                     0.63%            84        239.61        20,127
DORM        Dorman Products, Inc. *                                        0.12%            45         88.32         3,974
FRCOY       Fast Retailing Co., Ltd. (ADR) +                               0.50%           297         53.85        15,993
FL          Foot Locker, Inc.                                              0.13%           126         32.21         4,058
F           Ford Motor Company                                             0.62%         1,756         11.36        19,948
GM          General Motors Company                                         0.63%           622         32.29        20,084
GHC         Graham Holdings Company                                        0.12%             7        551.08         3,858
LOPE        Grand Canyon Education, Inc. *                                 0.13%            50         80.21         4,010
HESAY       Hermes International (ADR) +                                   0.50%           131        121.56        15,924
HD          The Home Depot, Inc.                                           0.63%            71        282.46        20,055
KBH         KB Home                                                        0.13%           145         27.74         4,022
LEN         Lennar Corporation                                             0.25%           103         78.18         8,053
LOW         Lowe's Companies, Inc.                                         0.63%           103        194.90        20,075
MDC         M.D.C. Holdings, Inc.                                          0.13%           138         29.07         4,012
MAT         Mattel, Inc. *                                                 0.25%           411         19.43         7,986
MBGYY       Mercedes-Benz Group AG (ADR) +                                 0.50%         1,264         12.62        15,952
MTH         Meritage Homes Corporation *                                   0.13%            55         73.13         4,022
MHK         Mohawk Industries, Inc. *                                      0.25%            84         95.22         7,998
MUSA        Murphy USA Inc.                                                0.25%            30        270.74         8,122
NVR         NVR, Inc. *                                                    0.26%             2      4,192.93         8,386
ORLY        O'Reilly Automotive, Inc. *                                    0.63%            28        724.57        20,288
PHM         PulteGroup, Inc.                                               0.25%           201         39.86         8,012
SKX         Skechers U.S.A., Inc. *                                        0.25%           239         33.62         8,035
SKY         Skyline Champion Corporation *                                 0.13%            71         56.72         4,027
TJX         The TJX Companies, Inc.                                        0.63%           312         64.33        20,071
TM          Toyota Motor Corporation +                                     0.50%           118        134.86        15,913
TPH         Tri Pointe Homes, Inc. *                                       0.13%           251         16.03         4,024
ULTA        Ulta Beauty, Inc. *                                            0.26%            21        390.30         8,196
VWAGY       Volkswagen AG (ADR) +                                          0.50%         1,007         15.90        16,011
WSM         Williams-Sonoma, Inc.                                          0.25%            67        120.29         8,059


Page 13


                       Schedule of Investments (cont'd.)

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Consumer Staples (5.99%):
ADM         Archer-Daniels-Midland Company                                 0.62%           230     $   86.61    $   19,920
BJ          BJ's Wholesale Club Holdings, Inc. *                           0.25%           114         69.73         7,949
CALM        Cal-Maine Foods, Inc.                                          0.12%            72         55.16         3,972
CASY        Casey's General Stores, Inc.                                   0.25%            40        199.29         7,972
COKE        Coca-Cola Consolidated Inc.                                    0.13%             9        448.19         4,034
COST        Costco Wholesale Corporation                                   0.63%            43        466.31        20,051
FLO         Flowers Foods, Inc.                                            0.25%           320         25.06         8,019
HSY         The Hershey Company                                            0.63%            90        223.55        20,120
K           Kellogg Company                                                0.63%           284         70.85        20,121
MGPI        MGP Ingredients, Inc.                                          0.12%            38        105.04         3,992
PSMT        PriceSmart, Inc.                                               0.12%            68         58.17         3,956
PG          The Procter & Gamble Company                                   0.63%           162        123.76        20,049
SEB         Seaboard Corporation                                           0.11%             1       3,459.49        3,459
SFM         Sprouts Farmers Market, Inc. *                                 0.13%           146         27.70         4,044
TSN         Tyson Foods, Inc. (Class A)                                    0.62%           311         64.10        19,935
WBA         Walgreens Boots Alliance, Inc.                                 0.62%           623         31.84        19,836
WMK         Weis Markets, Inc.                                             0.13%            52         76.94         4,001
Energy (8.62%):
ARCH        Arch Resources Inc.                                            0.13%            28        143.35         4,014
CNQ         Canadian Natural Resources Limited +                           0.50%           298         53.71        16,006
CVX         Chevron Corporation                                            0.62%           127        157.14        19,957
CIVI        Civitas Resources, Inc.                                        0.25%           123         64.41         7,922
CRK         Comstock Resources, Inc. *                                     0.25%           447         17.94         8,019
COP         ConocoPhillips                                                 0.62%           171        116.80        19,973
CEIX        CONSOL Energy Inc.                                             0.13%            59         68.49         4,041
CTRA        Coterra Energy Inc.                                            0.25%           280         28.47         7,972
CVI         CVR Energy, Inc.                                               0.13%           121         33.03         3,997
FANG        Diamondback Energy, Inc.                                       0.63%           143        140.31        20,064
EOG         EOG Resources, Inc.                                            0.62%           160        123.70        19,792
EQNR        Equinor ASA +                                                  0.50%           453         35.13        15,914
XOM         Exxon Mobil Corporation                                        0.62%           201         98.84        19,867
HES         Hess Corporation                                               0.62%           157        126.78        19,904
DINO        HF Sinclair Corp.                                              0.25%           145         54.94         7,966
MRO         Marathon Oil Corporation                                       0.25%           290         27.52         7,981
BTU         Peabody Energy Corporation *                                   0.13%           148         27.13         4,015
PXD         Pioneer Natural Resources Company                              0.62%            80        249.60        19,968
SHEL        Shell Plc (ADR) +                                              0.50%           311         51.16        15,911
SU          Suncor Energy Inc. +                                           0.50%           504         31.73        15,992
TTE         TotalEnergies SE (ADR) +                                       0.50%           321         49.50        15,890
Financials (7.58%):
AFL         Aflac Incorporated                                             0.62%           344         58.02        19,959
AEL         American Equity Investment Life Holding Company                0.12%           102         39.07         3,985
AIG         American International Group, Inc.                             0.62%           409         48.44        19,812
BANF        BancFirst Corporation                                          0.12%            44         90.50         3,982
CB          Chubb Limited +                                                0.50%            86        184.92        15,903
COLB        Columbia Banking System, Inc.                                  0.13%           137         29.25         4,007


Page 14


                       Schedule of Investments (cont'd.)

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Financials (cont'd.):
ERIE        Erie Indemnity Company                                         0.25%            34     $  235.70    $    8,014
EVR         Evercore Inc.                                                  0.12%            46         86.63         3,985
FAF         First American Financial Corporation                           0.25%           168         47.32         7,950
FFIN        First Financial Bankshares, Inc.                               0.25%           185         43.15         7,983
FCFS        FirstCash Holdings, Inc.                                       0.13%            52         77.50         4,030
BEN         Franklin Resources, Inc.                                       0.25%           367         21.72         7,971
GNW         Genworth Financial, Inc. *                                     0.12%           990          4.00         3,960
HIG         The Hartford Financial Services Group, Inc.                    0.25%           125         63.80         7,975
HLI         Houlihan Lokey, Inc.                                           0.25%           102         77.99         7,955
MMC         Marsh & McLennan Companies, Inc.                               0.63%           130        153.99        20,019
MTG         MGIC Investment Corporation                                    0.12%           315         12.58         3,963
MC          Moelis & Company (Class A)                                     0.12%           110         36.23         3,985
NMIH        NMI Holdings, Inc. (Class A) *                                 0.12%           192         20.75         3,984
ORI         Old Republic International Corporation                         0.25%           361         22.10         7,978
PB          Prosperity Bancshares, Inc.                                    0.25%           116         68.31         7,924
RDN         Radian Group Inc.                                              0.12%           206         19.13         3,941
SEIC        SEI Investments Company                                        0.25%           163         48.95         7,979
TROW        T. Rowe Price Group, Inc.                                      0.62%           188        105.89        19,907
TRV         The Travelers Companies, Inc.                                  0.62%           126        157.48        19,842
ZURVY       Zurich Insurance Group AG (ADR) +                              0.50%           404         39.55        15,978
Health Care (11.99%):
ABT         Abbott Laboratories                                            0.63%           198        101.13        20,024
AMN         AMN Healthcare Services, Inc. *                                0.25%            71        113.06         8,027
BMY         Bristol-Myers Squibb Company                                   0.62%           291         68.48        19,928
CHE         Chemed Corporation                                             0.25%            18        437.41         7,873
CHGCY       Chugai Pharmaceutical Co., Ltd. (ADR) +                        0.50%         1,248         12.80        15,974
CI          Cigna Corporation                                              0.63%            70        285.73        20,001
CORT        Corcept Therapeutics Incorporated *                            0.13%           154         26.07         4,015
CRVL        CorVel Corporation *                                           0.13%            28        142.84         4,000
CSLLY       CSL Limited (ADR) +                                            0.50%           179         89.30        15,985
CVS         CVS Health Corporation                                         0.62%           226         88.25        19,945
ENOV        Enovis Corp. *                                                 0.12%            89         44.86         3,993
ENSG        The Ensign Group, Inc.                                         0.25%            94         85.38         8,026
INCY        Incyte Corporation *                                           0.25%           118         67.58         7,974
MEDP        Medpace Holdings, Inc. *                                       0.25%            50        158.60         7,930
MRK         Merck & Co., Inc.                                              0.63%           221         90.48        19,996
MRNA        Moderna, Inc. *                                                0.62%           161        123.42        19,871
NVS         Novartis AG (ADR) +                                            0.50%           212         75.55        16,017
NVO         Novo Nordisk A/S (ADR) +                                       0.50%           154        103.85        15,993
PFE         Pfizer Inc.                                                    0.62%           477         41.75        19,915
QDEL        QuidelOrtho Corporation *                                      0.25%           114         69.38         7,909
REGN        Regeneron Pharmaceuticals, Inc. *                              0.62%            27        730.92        19,735
RGEN        Repligen Corporation *                                         0.25%            39        207.90         8,108


Page 15


                       Schedule of Investments (cont'd.)

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Health Care (cont'd.):
RMD         ResMed Inc.                                                    0.62%            91     $  219.18    $   19,945
RHHBY       Roche Holding AG (ADR) +                                       0.50%           399         39.97        15,948
SNY         Sanofi (ADR) +                                                 0.50%           408         39.10        15,953
UNH         UnitedHealth Group Incorporated                                0.62%            40        498.86        19,954
VRTX        Vertex Pharmaceuticals Incorporated *                          0.63%            68        294.54        20,029
Industrials (9.89%):
ARCB        ArcBest Corporation                                            0.13%            52         77.63         4,037
BCC         Boise Cascade Company                                          0.13%            62         65.13         4,038
CHRW        C.H. Robinson Worldwide, Inc.                                  0.25%            85         94.14         8,002
CAT         Caterpillar Inc.                                               0.63%           112        178.67        20,011
CBZ         CBIZ, Inc. *                                                   0.13%            91         43.97         4,001
FIX         Comfort Systems USA, Inc.                                      0.12%            39        101.03         3,940
CMI         Cummins Inc.                                                   0.62%            91        219.24        19,951
DE          Deere & Company                                                0.63%            56        359.68        20,142
WIRE        Encore Wire Corporation                                        0.12%            30        131.90         3,957
EXPD        Expeditors International of Washington, Inc.                   0.25%            89         89.77         7,990
FWRD        Forward Air Corporation                                        0.12%            41         96.73         3,966
FELE        Franklin Electric Co., Inc.                                    0.12%            47         84.85         3,988
FCN         FTI Consulting, Inc. *                                         0.25%            46        174.38         8,021
HUBG        Hub Group, Inc. *                                              0.12%            56         71.09         3,981
KNX         Knight-Swift Transportation Holdings Inc.                      0.25%           165         48.06         7,930
LHX         L3Harris Technologies Inc.                                     0.63%            88        230.44        20,279
LSTR        Landstar System, Inc.                                          0.25%            55        145.18         7,985
MATX        Matson, Inc.                                                   0.13%            61         65.55         3,999
MLI         Mueller Industries, Inc.                                       0.12%            64         62.18         3,980
NOC         Northrop Grumman Corporation                                   0.63%            40        503.83        20,153
ODFL        Old Dominion Freight Line, Inc.                                0.63%            75        267.85        20,089
PCAR        PACCAR Inc                                                     0.62%           227         87.88        19,949
SAIA        Saia, Inc. *                                                   0.25%            40        202.25         8,090
SBGSY       Schneider Electric SE (ADR) +                                  0.50%           691         23.07        15,941
SNDR        Schneider National, Inc. (Class B)                             0.13%           191         20.97         4,005
SNA         Snap-on Incorporated                                           0.25%            38        209.29         7,953
UFPI        UFP Industries Inc.                                            0.25%           107         74.53         7,975
UPS         United Parcel Service, Inc. (Class B)                          0.62%           125        159.74        19,968
GWW         W.W. Grainger, Inc.                                            0.63%            40        504.12        20,165
WSO         Watsco, Inc.                                                   0.25%            31        260.98         8,090
WTS         Watts Water Technologies, Inc.                                 0.13%            32        126.57         4,050
Information Technology (8.84%):
ACN         Accenture Plc +                                                0.50%            62        257.85        15,987
AMKR        Amkor Technology, Inc.                                         0.25%           463         17.35         8,033
AMAT        Applied Materials, Inc.                                        0.63%           254         79.19        20,114
ARW         Arrow Electronics, Inc. *                                      0.25%            84         94.46         7,935


Page 16


                       Schedule of Investments (cont'd.)

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 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 (CONT'D.):
Information Technology (cont'd.):
AVT         Avnet, Inc.                                                    0.12%           106     $   37.40    $    3,964
CALX        Calix, Inc. *                                                  0.12%            68         58.47         3,976
CRUS        Cirrus Logic, Inc. *                                           0.12%            60         66.45         3,987
CSCO        Cisco Systems, Inc.                                            0.62%           500         39.89        19,945
CTSH        Cognizant Technology Solutions Corporation                     0.62%           342         58.15        19,887
CVLT        Commvault Systems, Inc. *                                      0.12%            73         54.67         3,991
DIOD        Diodes Incorporated *                                          0.12%            58         68.85         3,993
HPE         Hewlett Packard Enterprise Company                             0.25%           650         12.30         7,995
INTC        Intel Corporation                                              0.62%           787         25.20        19,832
KEYS        Keysight Technologies, Inc. *                                  0.63%           125        160.32        20,040
MU          Micron Technology, Inc.                                        0.62%           388         51.38        19,935
MSFT        Microsoft Corporation                                          0.62%            87        229.25        19,945
ON          ON Semiconductor Corporation *                                 0.64%           328         61.93        20,313
PLXS        Plexus Corp. *                                                 0.12%            44         89.80         3,951
QCOM        QUALCOMM Incorporated                                          0.62%           174        114.60        19,940
QLYS        Qualys, Inc. *                                                 0.25%            60        131.12         7,867
SANM        Sanmina Corporation *                                          0.13%            81         49.58         4,016
SMCI        Super Micro Computer, Inc. *                                   0.12%            70         56.25         3,937
TXN         Texas Instruments Incorporated                                 0.63%           128        156.79        20,069
VSH         Vishay Intertechnology, Inc.                                   0.12%           215         18.42         3,960
Materials (6.00%):
AMR         American Metallurgical Resources, Inc.                         0.12%            26        151.46         3,938
BHP         BHP Group Ltd (ADR) +                                          0.50%           311         51.22        15,929
CF          CF Industries Holdings, Inc.                                   0.25%            75        106.53         7,990
CMC         Commercial Metals Company                                      0.25%           201         39.88         8,016
CTVA        Corteva Inc.                                                   0.62%           327         61.05        19,963
GLNCY       Glencore Plc (ADR) +                                           0.50%         1,468         10.85        15,928
HUN         Huntsman Corporation                                           0.25%           313         25.50         7,981
MOS         The Mosaic Company                                             0.25%           152         52.69         8,009
NUE         Nucor Corporation                                              0.63%           170        118.07        20,072
NTR         Nutrien Ltd. +                                                 0.50%           187         85.08        15,910
RS          Reliance Steel & Aluminum Co.                                  0.25%            44        182.89         8,047
RIO         Rio Tinto Plc (ADR) +                                          0.50%           278         57.46        15,974
SHECY       Shin-Etsu Chemical Co., Ltd. (ADR) +                           0.50%           613         25.97        15,920
STLD        Steel Dynamics, Inc.                                           0.25%           103         77.72         8,005
SCL         Stepan Company                                                 0.12%            42         94.08         3,951
X           United States Steel Corporation                                0.25%           411         19.32         7,941
HCC         Warrior Met Coal, Inc.                                         0.13%           121         33.06         4,000
WOR         Worthington Industries, Inc.                                   0.13%            93         43.19         4,017
Real Estate (0.25%):
JLL         Jones Lang LaSalle Incorporated *                              0.25%            50        160.74         8,037
Utilities (1.12%):
AGR         Avangrid, Inc.                                                 0.25%           200         39.43         7,886
IBDRY       Iberdrola S.A. (ADR) +                                         0.50%           434         36.71        15,932
NRG         NRG Energy, Inc.                                               0.25%           194         41.01         7,956
OTTR        Otter Tail Corporation                                         0.12%            63         62.66         3,948


Page 17


                       Schedule of Investments (cont'd.)

         75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series
                                    FT 10332


   At the Opening of Business on the Initial Date of Deposit-October 11, 2022



                                                                         Percentage      Number    Market       Cost of
Ticker Symbol and                                                        of Aggregate    of        Value        Securities to
Name of Issuer of Securities (1)                                         Offering Price  Shares    per Share    the Trust (2)
________________________________                                         ______________  ______    _________    _____________
EXCHANGE-TRADED FUNDS (25.01%):
LMBS        First Trust Low Duration Opportunities ETF (4)                 1.00%           677     $   47.33    $   32,042
FTSL        First Trust Senior Loan Fund (4)                               1.00%           722         44.41        32,064
HYLS        First Trust Tactical High Yield ETF (4)                        1.00%           823         38.88        31,998
PGF         Invesco Financial Preferred ETF                                1.00%         2,165         14.80        32,042
SHYG        iShares 0-5 Year High Yield Corporate Bond ETF                 1.00%           804         39.79        31,991
IGLB        iShares 10+ Year Investment Grade Corporate Bond ETF           1.00%           677         47.31        32,029
TLH         iShares 10-20 Year Treasury Bond ETF                           1.00%           301        106.33        32,005
QLTA        iShares Aaa - A Rated Corporate Bond ETF                       1.00%           712         44.97        32,019
USHY        iShares Broad USD High Yield Corporate Bond ETF                1.00%           956         33.49        32,016
USIG        iShares Broad USD Investment Grade Corporate Bond ETF          1.00%           672         47.64        32,014
CMBS        iShares CMBS ETF                                               1.00%           702         45.52        31,955
LQD         iShares iBoxx $ Investment Grade Corporate Bond ETF            1.00%           315        101.50        31,973
IGIB        iShares Trust iShares 5-10 Year Investment Grade Corporate
            Bond ETF                                                       1.00%           668         47.92        32,011
CORP        PIMCO Investment Grade Corporate Bond Index Exchange-Traded
            Fund                                                           1.00%           355         90.20        32,021
SRLN        SPDR Blackstone Senior Loan ETF                                1.00%           781         41.03        32,044
JNK         SPDR Bloomberg Barclays High Yield Bond ETF                    1.00%           366         87.45        32,007
SJNK        SPDR Bloomberg Short Term High Yield Bond ETF                  1.00%         1,352         23.68        32,015
SPHY        SPDR Portfolio High Yield Bond ETF                             1.00%         1,473         21.71        31,979
SPIB        SPDR Portfolio Intermediate Term Corporate Bond ETF            1.01%         1,027         31.39        32,238
SPMB        SPDR Portfolio Mortgage Backed Bond ETF                        1.00%         1,504         21.28        32,005
VCIT        Vanguard Intermediate-Term Corporate Bond ETF                  1.00%           426         75.04        31,967
VGIT        Vanguard Intermediate-Term Treasury ETF                        1.00%           553         57.83        31,980
VMBS        Vanguard Mortgage-Backed Securities ETF                        1.00%           718         44.60        32,023
BNDX        Vanguard Total International Bond ETF                          1.00%           676         47.29        31,968
HYLB        Xtrackers USD High Yield Corporate Bond ETF                    1.00%           981         32.63        32,010
                                                                         _______                                __________
                 Total Investments                                       100.00%                                $3,197,748
                                                                         =======                                ==========

___________

See "Notes to Schedules of Investments" on page 19.


Page 18


                       NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase such
Securities which are backed by an irrevocable letter of credit deposited with
the Trustee. The Sponsor entered into purchase contracts for the Securities on
October 10, 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 a Trust may not
compute due to rounding the market value per share. The valuation of the
Securities has been determined by the Sponsor. In accordance with Financial
Accounting Standards Board Accounting Standards Codification 820, "Fair Value
Measurement," each Trust's investments are classified as Level 1, which refers
to securities traded in an active market. The cost of the Securities to the
Sponsor and the Sponsor's loss (which is the difference between the cost of
the Securities to the Sponsor and the cost of the Securities to the Trust) are
set forth below:

                                                                   Cost of Securities   Profit
                                                                   to Sponsor           (Loss)
                                                                   __________________   ________
60/40 Strategic Allocation Portfolio, 4th Quarter 2022 Series      $4,002,273           $(1,967)
75/25 Strategic Allocation Portfolio, 4th Quarter 2022 Series       3,199,477            (1,729)

(3) Common Stocks of companies headquartered or incorporated outside the
United States comprise approximately 12.00% of the investments in 60/40
Strategic Allocation Portfolio, 4th Quarter 2022 Series and approximately
15.00% of the investments in 75/25 Strategic Allocation Portfolio, 4th Quarter
2022 Series, broken down by country as set forth below:

60/40 Strategic Allocation Portfolio, 4th            75/25 Strategic Allocation Portfolio, 4th
           Quarter 2022 Series                                  Quarter 2022 Series
_________________________________________            _________________________________________

Australia                         0.80%              Australia                         1.00%
Canada                            1.20%              Canada                            1.50%
Denmark                           0.40%              Denmark                           0.50%
France                            1.60%              France                            2.00%
Germany                           1.20%              Germany                           1.50%
Ireland                           0.40%              Ireland                           0.50%
Japan                             2.80%              Japan                             3.50%
Norway                            0.40%              Norway                            0.50%
Spain                             0.40%              Spain                             0.50%
Switzerland                       2.00%              Switzerland                       2.50%
United Kingdom                    0.80%              United Kingdom                    1.00%

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

+ 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 19

                                 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 10332, consists of
two separate portfolios set forth below:

- 60/40 Strategic Allocation Port. 4Q '22 - Term 1/17/24 (60/40 Strategic
Allocation Portfolio, 4th Quarter 2022 Series)

- 75/25 Strategic Allocation Port. 4Q '22 - Term 1/17/24 (75/25 Strategic
Allocation Portfolio, 4th Quarter 2022 Series)

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

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

How We Created the Trusts.

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

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

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in a 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 a Trust. If we deposit cash,
you and new investors may experience a dilution of your investment. This is
because prices of Securities will fluctuate between the time of the cash
deposit and the purchase of the Securities, and because the Trusts pay the
associated brokerage fees. To reduce this dilution, the Trusts will try to buy
the Securities as close to the Evaluation Time and as close to the evaluation
price as possible. In addition, because the Trusts pay the brokerage fees
associated with the creation of new Units and with the sale of Securities to
meet redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

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

We cannot guarantee that a Trust will keep its present size and composition
for any length of time. Securities may be periodically sold under certain
circumstances to satisfy Trust obligations, to meet redemption requests and,
as described in "Removing Securities from a Trust," to maintain the sound
investment character of a Trust, and the proceeds received by a Trust will be
used to meet Trust obligations or distributed to Unit holders, but will not be
reinvested. However, Securities will not be sold to take advantage of market
fluctuations or changes in anticipated rates of appreciation or depreciation,
or if they no longer meet the criteria by which they were selected. You will
not be able to dispose of or vote any of the Securities in the Trusts. As the
holder of the Securities, the Trustee will vote the Securities and, except as
described below and 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 the Trust. If permitted under law and
rules thereunder and if the Sponsor determines or otherwise agrees that the
voting or response to other actions with respect to the Funds held by the
Trust should not be done as described above, the Sponsor will direct the
Trustee in writing as to the manner in which the voting or response should be
made. The Trustee shall have no responsibility or liability for any loss or


Page 20


liability resulting from any vote or other response made pursuant to the
Sponsor's direction or otherwise in the absence of the Sponsor's direction.

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

                                   Portfolios

Objective.

Each Trust seeks above-average total return. While the Trusts seek above-
average total return, each follows a different investment strategy. We cannot
guarantee that a Trust will achieve its objective or that a Trust will make
money once expenses are deducted.

Portfolio Selection Process.

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

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

                      60/40 Strategic Allocation Portfolio

- Approximately 15.00% common stocks which comprise the Large-Cap Growth
Strategy;

- Approximately 15.00% common stocks which comprise the Large-Cap Value
Strategy;

- Approximately 6.00% common stocks which comprise the Mid-Cap Growth Strategy;

- Approximately 6.00% common stocks which comprise the Mid-Cap Value Strategy;

- Approximately 3.00% common stocks which comprise the Small-Cap Growth
Strategy;

- Approximately 3.00% common stocks which comprise the Small-Cap Value Strategy;

- Approximately 12.00% common stocks which comprise the International
Strategy; and

- Approximately 40.00% Fixed-Income Exchange-Traded Funds.

                      75/25 Strategic Allocation Portfolio

- Approximately 18.75% common stocks which comprise the Large-Cap Growth
Strategy;

- Approximately 18.75% common stocks which comprise the Large-Cap Value
Strategy;

- Approximately 7.50% common stocks which comprise the Mid-Cap Growth Strategy;

- Approximately 7.50% common stocks which comprise the Mid-Cap Value Strategy;

- Approximately 3.75% common stocks which comprise the Small-Cap Growth
Strategy;

- Approximately 3.75% common stocks which comprise the Small-Cap Value Strategy;

- Approximately 15.00% common stocks which comprise the International
Strategy; and

- Approximately 25.00% Fixed-Income Exchange-Traded Funds.

Common Stock Selection.

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

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


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


Page 21


price-to-book ratios to establish the universe of stocks eligible for
selection from within each market capitalization range. In the case of the
small-cap universe, only the 250 largest stocks with a minimum average daily
trading volume of $1,000,000 within each growth and value group are included
to ensure sufficient liquidity. The international universe consists of the 100
largest companies from developed nations whose shares are either directly
listed on a U.S. securities exchange or are in the form of American Depositary
Receipts/ADRs which trade on the over-the-counter market or are listed on a
U.S. securities exchange.

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

Stock Selection Factors.

Risk Model

- Debt-to-equity. Compares a company's long-term debt to their stockholder's
equity. Higher levels of this ratio are associated with higher risk, lower
levels with lower risk.

- Beta. Compares a security's volatility relative to the market. A security
with a beta less than 1 would generally be considered lower risk than the
market. A security with a beta more than 1 would generally be considered
higher risk than the market.

- Earnings variability. Compares 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. Compares a company's market capitalization to its book value.
A lower, but positive, price-to-book ratio is generally used as an indication
of value.

- Price-to-cash flow. Compares a company's market capitalization to cash flow
generated. A lower, but positive, ratio indicates investors are paying less
for the cash flow generated which can be a sign of value.

- Return on assets. Compares a company's trailing 12-months net income to its
total assets. The ratio shows how efficiently a company generates net income
from its assets.

- 3-month price appreciation.

Growth Model

- Price-to-sales. Compares a company's market capitalization to revenue
generated. A lower ratio indicates investors are paying less for the revenue
generated.

- Price-to-cash flow. Compares a company's market capitalization to cash flow
generated. A lower, but positive, ratio indicates investors are paying less
for the cash flow generated which can be a sign of value.

- Change in return on assets. Compares a company's current return on assets
relative to a year ago. The ratio shows improvement in a company's ability to
generate net income from its assets.

- 6-month price appreciation.

The 30 stocks with the best overall ranking from each of the seven style
classes are selected for the Trusts, subject to a maximum of six stocks from
any one of the 11 market sectors as determined by S&P's Global Industry
Classification Standard. The Financials and Real Estate sectors are combined
for the sector limit purpose. In the event of a tie, the stock with the better
price to cash flow ratio is selected.

Fixed Income ETF Selection.

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

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

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

We consult with our fixed income research teams and portfolio management teams
who understand the unique factors that drive risk adjusted returns within


Page 22


various asset classes to develop the overall strategic allocation of the fixed
income portfolio. Based on these factors, we create a broadly diversified
fixed income portfolio with an emphasis on higher income funds.

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

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

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

Additional Portfolio Contents.

In addition to the investments described above, the Trusts invest in, or the
Funds held by the Trusts invest in: foreign securities (including American
Depositary Receipts, Global Depositary Receipts and New York Registry Shares)
and companies with various market capitalizations.

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


None of Pacific Investment Management Company LLC, PIMCO Investments LLC or the
PIMCO Investment Grade Corporate Bond Index Exchange-Traded Fund make any
representations regarding the advisability of investing in the Trust.


                                  Risk Factors

Principal Risks.

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

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

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

Market Risk. Market risk is the risk that a particular security, or Units of
the Trusts 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 Trusts 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 Trusts and their 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 a 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 a Trust's Units and result in increased market
volatility.


Page 23


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 a 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 a Trust's investments as well as a Trust's performance, and the
value or liquidity of certain Securities held by a 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
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.

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

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

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

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


Page 24


from net asset value is subject to change from time to time in response to
various factors.

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

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

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

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

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

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


High-Yield Securities. Certain of the Funds held by the Trusts invest in
securities rated below investment grade by one or more rating agencies (high-
yield securities or "junk" bonds). High-yield securities held by Funds
represent approximately 14.07% of the underlying assets in the 60/40 Strategic
Allocation Portfolio, 4th Quarter 2022 and approximately 8.79% of the
underlying assets in the 75/25 Strategic Allocation Portfolio, 4th Quarter
2022 Series. High-yield, high-risk securities are subject to greater market
fluctuations and risk of loss than securities with higher investment ratings.
The value of these securities will decline significantly with increases in
interest rates, not only because increases in rates generally decrease values,
but also because increased rates may indicate an economic slow-down. An
economic slowdown, or a reduction in an issuer's creditworthiness, may result
in the issuer being unable to maintain earnings at a level sufficient to
maintain interest and principal payments.


High-yield securities or "junk" bonds, the generic names for securities rated
below "BBB-" by Standard & Poor's or below "Baa3" by Moody's, are frequently
issued by corporations in the growth stage of their development or by
established companies that are highly leveraged or whose operations or
industries are depressed. Obligations rated below "BBB-" should be considered


Page 25


speculative as these ratings indicate a quality of less than investment grade,
and therefore carry an increased risk of default as compared to investment
grade issues. The Funds held by the Trusts may invest in securities of any
high-yield credit quality, including securities rated as low as "D" by
Standard and Poor's or "C" by Moody's. Because high-yield securities are
generally subordinated obligations and are perceived by investors to be
riskier than higher rated securities, their prices tend to fluctuate more than
higher rated securities and are affected by short-term credit developments to
a greater degree.

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

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

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

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

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

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


Page 26


SEC under the Securities Act of 1933, as amended, they may not be subject to
the protections afforded under the federal securities laws. See "Risk Factors-
High-Yield Securities" for a description of the risks involved in investing in
below investment grade securities. In addition, the amount of public
information available on senior loans is generally less extensive than that
available for other types of assets.

Covenant-Lite Loans. Certain of the Funds held by the Trusts invest
significantly in "covenant-lite" loans, which are loans made with minimal
protections for the lender. Because covenant-lite loans are less restrictive
on borrowers and provide less protection for lenders than typical corporate
loans, the risk of default may be significantly higher. Covenant-lite loans
contain fewer maintenance covenants, or no maintenance covenants at all, than
traditional loans and may not include terms that allow the lender to monitor
the financial performance of the borrower and declare a default if certain
criteria are breached. This may hinder the Funds' ability to reprice credit
risk associated with the borrower and reduce the Funds' ability to restructure
a problematic loan and mitigate potential loss. As a result, the Funds'
exposure to losses on such investments is increased, especially during a
downturn in the credit cycle.

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

Foreign Securities. Certain of the Common Stocks held by the Trusts are issued
by, and certain of the Funds held by the Trusts invest in, foreign entities,
which makes the Trusts subject to more risks than if it only invested in
domestic securities and Funds which invest solely in domestic securities.
Risks of foreign securities include higher brokerage costs; different
accounting standards; expropriation, nationalization or other adverse
political or economic developments; currency devaluations, blockages or
transfer restrictions; restrictions on foreign investments and exchange of
securities; inadequate financial information; lack of liquidity of certain
foreign markets; and less government supervision and regulation of exchanges,
brokers, and issuers in foreign countries. Certain foreign markets have
experienced heightened volatility due to recent negative political or economic
developments or natural disasters. Securities issued by non-U.S. issuers may
pay interest and/or dividends in foreign currencies and may be principally
traded in foreign currencies. Therefore, there is a risk that the U.S. dollar
value of these interest and/or dividend payments and/or securities will vary
with fluctuations in foreign exchange rates. Investments in debt securities of
foreign governments present special risks, including the fact that issuers may
be unable or unwilling to repay principal and/or interest when due in
accordance with the terms of such debt, or may be unable to make such
repayments when due in the currency required under the terms of the debt.
Political, economic and social events also may have a greater impact on the
price of debt securities issued by foreign governments than on the price of
U.S. securities.

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

Brexit Risk. Approximately one year after the United Kingdom officially
departed the European Union (commonly referred to as "Brexit"), the United
Kingdom and the European Union reached a trade agreement that became effective
on December 31, 2020. Under the terms of the trade deal, there are no tariffs
or quotas on the movement of goods between the United Kingdom and Europe.
Brexit led to volatility in global financial markets, in particular those of
the United Kingdom and across Europe, and the weakening in political,
regulatory, consumer, corporate and financial confidence in the United Kingdom
and Europe. There can be no assurance that the trade agreement will improve
the instability in global financial markets caused by Brexit. Given the size
and importance of the United Kingdom's economy, uncertainty or


Page 27


unpredictability about its legal, political and/or economic relationships with
Europe has been, and may continue to be, a source of instability and could
lead to significant currency fluctuations and other adverse effects on
international markets and international trade even under the post-Brexit trade
guidelines.

It is not currently possible to determine the extent of the impact the Brexit
trade agreement may have on the Trusts' investments and this uncertainty could
negatively impact current and future economic conditions in the United Kingdom
and other countries, which could negatively impact the value of the Trusts'
investments.

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

Large Capitalization Companies. Certain of the Common Stocks held by the
Trusts 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.

Interest Rate Risk. Interest rate risk is the risk that the value of the
securities held by the Funds held by the Trusts will fall if interest rates
increase. Securities typically fall in value when interest rates rise and rise
in value when interest rates fall. Securities with longer periods before
maturity are often more sensitive to interest rate changes. The Federal
Reserve has recently raised interest rates and expects to continue to do so in
response to inflation. Therefore, risks associated with rising rates are
heightened for the securities held by the Funds.

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

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

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

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

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

Valuation Risk. Unlike publicly traded securities that trade on national
securities exchanges, there is no central place or exchange for trading most
debt securities. Debt securities generally trade on an "over-the-counter"
market. Due to the lack of centralized information and trading, the valuation
of debt securities may carry more uncertainty and risk than that of publicly
traded securities. Accordingly, determinations of the fair value of debt


Page 28


securities may be based on infrequent and dated information. Also, because the
available information is less reliable and more subjective, elements of
judgment may play a greater role in valuation of debt securities than for
other types of securities.

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

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

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

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

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

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


Page 29


party service provider to, the Trusts have established risk management
systems designed to reduce the risks associated with cybersecurity. However,
there is no guarantee that such efforts will succeed, especially because the
Trusts do not directly control the cybersecurity systems of issuers or third-
party service providers.

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


Non-Principal Risks.

The following is a discussion of non-principal risks of investing in the Trusts.

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

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

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

LIBOR Risk. Certain of the Funds held by the Trusts invest significantly in
floating-rate securities that pay interest based on LIBOR. The United
Kingdom's Financial Conduct Authority ("FCA"), which regulates LIBOR, intends
to cease making LIBOR available as a reference rate over a phase-out period
that began in early 2022. However, subsequent announcements by the FCA, the
LIBOR administrators, and other regulators indicate that it is possible that
the most widely used LIBOR rates may continue until mid-2023. The
unavailability or replacement of LIBOR may affect the value, liquidity or
return on certain investments and may result in costs incurred in connection
with closing out positions and entering into new trades. Any potential effects
of the transition away from LIBOR on a Fund or on certain instruments in which
a Fund invests can be difficult to ascertain, and they may vary depending on a
variety of factors. In the United States, it is anticipated that in many
instances the Secured Overnight Financing Rate ("SOFR") will replace LIBOR as
the reference rate for many of the floating rate instruments held by a Fund.
There is no assurance that the composition or characteristics of SOFR, or any
alternative reference rate, will be similar to or produce the same value or
economic equivalence as LIBOR or that instruments using an alternative rate
will have the same volume or liquidity. As a result, the transition process
might lead to increased volatility and reduced liquidity in markets that
currently rely on LIBOR to determine interest rates; a reduction in the value


Page 30


of some LIBOR-based investments; increased difficulty in borrowing or
refinancing and diminished effectiveness of any applicable hedging strategies
against instruments whose terms currently include LIBOR; and/or costs incurred
in connection with temporary borrowings and closing out positions and entering
into new agreements. Any such effects (as well as other unforeseen effects) of
the transition away from LIBOR and the adoption of alternative reference rates
could result in losses to the Funds held by the Trusts.

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

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

Preferred Securities. Certain of the Funds held by the Trusts invest in
preferred stocks. Preferred stocks are unique securities that combine some of
the characteristics of both common stocks and bonds. Preferred stocks
generally pay a fixed rate of return and are sold on the basis of current
yield, like bonds. However, because they are equity securities, preferred
stocks provide equity ownership of a company and the income is paid in the
form of dividends. Preferred stocks typically have a yield advantage over
common stocks as well as comparably-rated fixed income investments. Preferred
stocks are typically subordinated to bonds and other debt instruments in a
company's capital structure, in terms of priority to corporate income, and
therefore will be subject to greater credit risk than those debt instruments.

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

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

Subprime Residential Mortgage Loans. Certain of the Funds held by the Trusts
invest in subprime residential mortgage loans. "Subprime" mortgage loans refer
to mortgage loans that have been originated using underwriting standards that
are less restrictive than the underwriting requirements used as standards for
other first and junior lien mortgage loan purchase programs, such as the
programs of Fannie Mae and Freddie Mac. These lower standards include mortgage
loans made to borrowers having imperfect or impaired credit histories
(including outstanding judgments or prior bankruptcies), mortgage loans where
the amount of the loan at origination is 80% or more of the value of the
mortgaged property, mortgage loans made to borrowers with low credit scores,


Page 31


mortgage loans made to borrowers who have other debt that represents a large
portion of their income and mortgage loans made to borrowers whose income is
not required to be disclosed or verified.

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


                                Public Offering

The Public Offering Price.

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

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

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

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

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

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

Minimum Purchase.

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

Maximum Sales Charge.

The maximum sales charge of 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


Page 32


Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of $.045 per Unit will be deducted from a Trust's assets on
approximately the twentieth day of each month from January 20, 2023 through
March 20, 2023. 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 a Trust. Certain Fee Account Unit holders
may be assessed transaction or other account fees on the purchase and/or
redemption of such Units by their registered investment advisor, broker/dealer
or other processing organizations for providing certain transaction or account
activities. Fee Account Units are not available for purchase in the secondary
market. We reserve the right to limit or deny purchases of Units not subject
to the transactional sales charge by investors whose frequent trading activity
we determine to be detrimental to the Trusts.

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

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

The Value of the Securities.


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


Page 33


For purposes of Securities and Unit settlement, the term business day does not
include days on which U.S. financial institutions are closed.

The aggregate underlying value of the Securities in the Trusts will be
determined as follows: if the Securities are listed on a national or foreign
securities exchange or The NASDAQ Stock Market, LLC(R), their value shall
generally be based on the closing sale price on the exchange or system which
is the principal market therefore ("Primary Exchange"), which shall be deemed
to be the NYSE if the Securities are listed thereon (unless the Sponsor 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 Sponsor, 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
Sponsor will determine the value of the Securities using the best information
available to the Sponsor, 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 Sponsor 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 Sponsor 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 Sponsor deems such prices
inappropriate as a basis for evaluation). If the Sponsor deems a price
determined as set forth above to be inappropriate as the basis for evaluation,
the Sponsor shall use such other information available to the Sponsor which it
deems appropriate as the basis for determining the value of a Security.


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

                             Distribution of Units

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

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

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which 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


Page 34


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

Other Compensation and Benefits to Broker/Dealers.

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

Advertising and Investment Comparisons.

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

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

                             The Sponsor's Profits

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


Page 35


dealers and others may also realize profits or sustain losses as a result of
fluctuations in the Public Offering Price they receive when they sell the Units.

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

                              The Secondary Market

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


We will pay all expenses to maintain a secondary market, except fees to value
Trust Securities 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 we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

                              Expenses and Charges

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


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

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


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

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

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


Page 36


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

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

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

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

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

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

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

                                   Tax Status

Federal Tax Matters.

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

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

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

Trust Status.

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

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

Income from the Trusts.

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

Some distributions from the Trusts may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than your
ordinary income and short-term capital gain income. The distributions from
your 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 your Trust, including capital gains but not exempt-interest


Page 37


dividends, may also be subject to a "Medicare tax" if your adjusted gross
income exceeds certain threshold amounts.

Certain Stock Dividends.

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

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

Sale of Units.

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

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

Distribution Reinvestment Option.

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

Treatment of Trust Expenses.

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

Investments in Certain Non-U.S. Corporations.

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

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

Non-U.S. Investors.

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


Page 38


reduction or elimination of U.S. withholding taxes under a treaty. However,
the qualification for those exclusions may not be known at the time of the
distribution.

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

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

Foreign Tax Credit.

If a 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. Your 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 your 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 Trusts for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

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

                             Rights of Unit Holders

Unit Ownership.

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

Unit Holder Reports.

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

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

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

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

- Amounts of income and capital distributed during the year.


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


Page 39


of the evaluations of the Securities as prepared by the Sponsor to enable you
to comply with applicable federal and state tax reporting requirements.


                        Income and Capital Distributions

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

The Trustee will make distributions on or near the Income Distribution Dates
to Unit holders of record on the preceding Income Distribution Record Date.
See "Summary of Essential Information." No income distribution will be paid if
accrued expenses of a Trust exceed amounts in the Income Account on the
Distribution Dates. Distribution amounts will vary with changes in a Trust's
fees and expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge and creation and
development fee or pay expenses on the twenty-fifth day of each month to Unit
holders of record on the tenth day of each month provided the amount equals at
least $1.00 per 100 Units. In any case, the Trustee will distribute any funds
in the Capital Account in December of each year and as part of the final
liquidation distribution. If the Trustee does not have your taxpayer
identification number ("TIN"), it is required to withhold a certain percentage
of your distribution and deliver such amount to the IRS. You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has your
TIN to avoid this "back-up withholding."

If an Income or Capital Account distribution date is a day on which the NYSE
is closed, the distribution will be made on the next day the stock exchange is
open. Distributions are paid to Unit holders of record determined as of the
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 a
Trust to pay the deferred sales charge to the Sponsor. If not, the Trustee may
sell Securities to meet the shortfall.

Within a reasonable time after a Trust is terminated, 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
their Trust, after deducting any unpaid expenses.

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

Distribution Reinvestment Option. You may elect to have each distribution of
income and/or capital reinvested into additional Units of your 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 a 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


Page 40


which you hold your Units (if such day is a day the NYSE is open for trading).
However, if the redemption request is received after 4:00 p.m. Eastern time
(or after any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next day the
NYSE is open for trading.

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

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

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

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

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

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

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

- For any other period permitted by SEC order.

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

The Redemption Price.

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

adding

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

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

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

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

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

dividing

1. the result by the number of outstanding Units of such 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 each Trust is about to terminate, you may have the option to roll your
proceeds into the next series of a Trust (the "New Trusts") if one is
available. We intend to create the New Trusts in conjunction with the
termination of the Trusts and plan to apply the same strategy we used to
select the portfolio for the Trusts to the New Trusts.

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


Page 41


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

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

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

                        Removing Securities from a Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

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

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

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

- The sale of Securities is necessary or advisable (i) in order to maintain
the qualification of 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 a Trust;

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

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

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


Page 42


Securities or property. Each Trust will pay for these brokerage services at
standard commission rates.

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

                     Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

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

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

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
your Trust is terminated. The Trustee will deduct from a 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 and Trustee

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 Trusts or to any series of
the Trusts or to any other dealer. We are including this information only to
inform you of our financial responsibility and our ability to carry out our


Page 43


contractual obligations. We will provide more detailed financial information
on request.

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

The Trustee.

The Trustee is The Bank of New York Mellon, a trust company organized under
the laws of New York. The Bank of New York Mellon has its unit investment
trust division offices at 240 Greenwich Street, New York, New York 10286,
telephone 800-813-3074. If you have questions regarding your account or your
Trust, please contact the Trustee at its unit investment trust division
offices or your financial 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 Trusts; or

- Continue to act as Trustee without terminating the Indenture.


The Trustee and Unit holders may rely on the accuracy of any evaluation
prepared by the Sponsor. The Sponsor will make determinations in good faith
based upon the best available information, but will not be liable to the
Trustee 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 Trusts' statements of net assets, including the schedules of investments,
as of the opening of business on the Initial Date of Deposit included in this
prospectus, have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

Supplemental Information.

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


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Page 47


                                 FIRST TRUST(R)

             60/40 Strategic Allocation Port. 4Q '22 - Term 1/17/24
             75/25 Strategic Allocation Port. 4Q '22 - Term 1/17/24
                                    FT 10332

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

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

                            ________________________

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


               - Securities Act of 1933 (file no. 333-267033) and


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

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

  Information about the Trusts is available on the EDGAR Database on the SEC's
                         Internet site at www.sec.gov.
                     To obtain copies at prescribed rates -

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


                                October 11, 2022


               PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE


Page 48

                                 FIRST TRUST(R)

                                 The FT Series

                             Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trusts contained in FT
10332 not found in the prospectus for the Trusts. However, you should be aware
that the Trusts and the underlying Funds do not necessarily have exposure to
all of the various asset classes described in this Information Supplement. In
addition, the underlying Funds' exposure to the investments described below is
not fixed and may change over time. This Information Supplement is not a
prospectus and does not include all of the information you should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which you are considering
investing.


This Information Supplement is dated October 11, 2022. Capitalized terms have
been defined in the prospectus.


                               Table of Contents

Risk Factors
   Securities                                                               1
   Common Stocks                                                            2
   Preferred Stocks                                                         2
   Trust Preferred Securities                                               2
   REITs                                                                    3
   ETFs                                                                     4
   Closed-End Funds                                                         5
   Business Development Companies                                           5
   Convertible Securities                                                   6
   Fixed-Income Securities                                                  8
   High-Yield Securities                                                    9
   Senior Loans                                                            10
   Subprime Residential Mortgage Loans                                     10
   TIPS                                                                    11
   Foreign Issuers                                                         11
   Emerging and Developing Markets                                         12
   Small and/or Mid Capitalization Companies                               12
Common Stocks Selected for the Trusts                                      13
   Large-Cap Growth Strategy Stocks                                        13
   Large-Cap Value Strategy Stocks                                         15
   Mid-Cap Growth Strategy Stocks                                          17
   Mid-Cap Value Strategy Stocks                                           18
   Small-Cap Growth Strategy Stocks                                        20
   Small-Cap Value Strategy Stocks                                         22
   International Strategy Stocks                                           23

Risk Factors

Securities. An investment in Units of the Trust should be made with an
understanding of the risks involved in the Trust's exposure to the following
types of securities, either directly or indirectly through the Funds held by
the Trust: common stocks ("Common Stocks"), preferred stock ("Preferred
Stocks"), trust preferred securities ("Trust Preferred Securities"), real
estate investment trusts ("REITs"), exchange-traded funds ("ETFs"), closed-end
funds ("Closed-End Funds") and/or business development companies. In selecting
Closed-End Funds and/or ETFs to be included in the portfolio, the Sponsor may
not be able to include certain Closed-End Funds and/or ETFs that it previously
would have considered due to the investment restrictions imposed by new Rule
12d1-4 under the Investment Company Act of 1940, as amended.


Page 1


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

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

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

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


Page 2


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

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

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

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

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


Page 3


management skill, civil unrest, acts of God, including earthquakes, fires and
other natural disasters (which may result in uninsured losses), acts of war,
adverse changes in zoning laws, and other factors which are beyond the control
of the issuers of REITs. The value of REITs may at times be particularly
sensitive to devaluation in the event of rising interest rates.

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

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

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

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

ETFs can provide exposure to broad-based indexes, growth and value styles,
market cap segments, sectors and industries, specific countries or regions of
the world or physical commodities. The securities comprising ETFs may be
common stocks, fixed-income securities or physical commodities. ETFs contain a
number of securities, anywhere from fewer than 20 securities up to more than
1,000 securities. As a result, investors in ETFs obtain exposure to a much


Page 4


greater number of securities than an individual investor would typically be
able to obtain on their own. The performance of index-based ETFs is generally
highly correlated with the indices or sectors which they are designed to track.

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

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

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

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

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

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


Page 5


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

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

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

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

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

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

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

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


Page 6


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

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

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

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

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

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

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


Page 7


market will be made for any of the convertible securities, that any market for
the convertible securities will be maintained or of the liquidity of the
convertible securities in any markets made.

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

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

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

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

Fixed-income securities may have been acquired at a market premium from par
value at maturity. The coupon interest rates on the premium securities at the
time they were purchased were higher than the current market interest rates
for newly issued securities of comparable rating and type. If such interest
rates for newly issued and otherwise comparable securities decrease, the
market premium of previously issued securities will be increased, and if such
interest rates for newly issued comparable securities increase, the market
premium of previously issued securities will be reduced, other things being
equal. The current returns of securities trading at a market premium are
initially higher than the current returns of comparable securities of a
similar type issued at currently prevailing interest rates because premium


Page 8


securities tend to decrease in market value as they approach maturity when the
face amount becomes payable. Because part of the purchase price is thus
returned not at maturity but through current income payments, early redemption
of a premium security at par or early prepayments of principal will result in
a reduction in yield. Redemption pursuant to call provisions generally will,
and redemption pursuant to sinking fund provisions may, occur at times when
the redeemed securities have an offering side valuation which represents a
premium over par or for original issue discount securities a premium over the
accreted value. To the extent that the securities were purchased at a price
higher than the price at which they are redeemed, this will represent a loss
of capital.

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

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

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

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the
issuers of lower-rated securities may not be as strong as that of other
issuers. Moreover, if a fixed-income security is recharacterized as equity by


Page 9


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

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

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

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

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

Subprime Residential Mortgage Loans. The following section applies to
individual Trusts which contain Securities which invest in subprime
residential mortgage loans. An investment in subprime residential mortgage
loans should be made with an understanding of the risks which such an
investment entails, including increased credit risks and the risk that the


Page 10


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

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

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

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

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


Page 11


associated with the purchase and sale of the foreign Securities and
correspondingly could affect the price of the Units.

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

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

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

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

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


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

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


Small and/or Mid Capitalization Companies. The following section applies to
individual Trusts which contain Securities issued by, or invest in Securities
that hold securities issued by, small and/or mid capitalization companies.


Page 12


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.

Common Stocks Selected for the Trusts

The following information describes the Common Stocks selected through the
application of each of the Strategies which comprise a portion of the Trusts
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.

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.

Caterpillar Inc., headquartered in Deerfield, Illinois, makes earthmoving,
construction and materials handling machinery and equipment. The company also
provides financing and insurance and distributes its equipment through a
global network of dealers.

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.

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.

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.

Hess Corporation, headquartered in New York, New York, is a globally operating
energy company. The company explores for, produces, purchases, transports and
sells crude oil and natural gas.

The Home Depot, Inc., headquartered in Atlanta, Georgia, is a home improvement
retailer. The company operates do-it-yourself warehouse stores in the United
States, Canada, China and Mexico that sell a wide assortment of building
material, home improvement, and lawn and garden products.


Page 13


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.

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

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.

ON Semiconductor Corporation, headquartered in Phoenix, Arizona, designs,
manufactures, and markets semiconductor components worldwide. The company's
products are used in a variety of industries, including automotive, networking
and telecom, medical diagnostics, and more.

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.

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.


Page 14


The TJX Companies, Inc., headquartered in Framingham, Massachusetts, is an off-
price apparel and home fashions retailer. The company operates "T.J. Maxx,"
"Marshalls," "HomeGoods" and "T.K. Maxx" stores in the United States and
internationally.

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.

Vertex Pharmaceuticals Incorporated, headquartered in Boston, Massachusetts,
discovers, develops and markets small molecule drugs that address the
treatment of viral diseases, cancer, autoimmune and inflammatory diseases and
neurological disorders.

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


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

American International Group, Inc., headquartered in New York, New York,
through its subsidiaries, provides a broad range of insurance and insurance-
related activities in the United States and abroad. The company writes
property, casualty and life insurance and also provides financial services.

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.

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.

Cisco Systems, Inc., headquartered in San Jose, California, is an information
technology company. The company provides networking solutions that connect
computing devices and computer networks for utilities, corporations,
universities, governments and small to medium-size businesses worldwide.

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

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.

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.

CVS Health Corporation, headquartered in Woonsocket, Rhode Island, is a
drugstore chain specializing in prescription drugs, over-the-counter drugs,
photofinishing services and film, greeting cards, beauty and cosmetics,
convenience foods and seasonal merchandise.

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


Page 15


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

Diamondback Energy, Inc., headquartered in Midland, Texas, is an independent
natural gas and oil company. The company is engaged in the acquisition,
development and exploitation of onshore natural gas and oil reserves in the
Permian Basin in West Texas.

EOG Resources, Inc., headquartered in Houston, Texas, along with its
subsidiaries, explores for, develops, produces and markets crude oil and
natural gas. The company operates in the United States, Canada, Trinidad and
other international areas.

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.

Ford Motor Company, headquartered in Dearborn, Michigan, makes, assembles and
sells cars, vans, trucks and tractors and their related parts and accessories.
The company also provides financing operations, vehicle and equipment leasing
and insurance operations.

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

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.

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

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.

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.

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.

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


Page 16


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.


                         Mid-Cap Growth Strategy Stocks


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.

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.

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

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.

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.

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.

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

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

First Financial Bankshares, Inc., headquartered in Abilene, Texas, through its
subsidiaries, offers various commercial banking services in Texas.

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.


Page 17


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.

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.

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

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.

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.

Repligen Corporation, headquartered in Waltham, Massachusetts, is a life
sciences company engaged in the development, manufacture and sale of
bioprocessing products for biopharmaceutical companies worldwide.

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

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.

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

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


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.

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.


Page 18


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.

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

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.

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.

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 Hartford Financial Services Group, Inc., headquartered in Hartford,
Connecticut, offers a variety of insurance products. The company, which
operates in the United States, provides products that include property and
casualty insurance, mutual funds and group benefits.

Hewlett Packard Enterprise Company, headquartered in Spring, Texas, is a
technology solutions provider offering servers, management software, storage
solutions and networking products to business enterprises. The company also
offers consultation, outsourcing and support services.

HF Sinclair Corp., headquartered in Dallas, Texas, is an independent energy
company. The company produces and markets gasoline, diesel fuel, jet fuel and
renewable diesel in the United States.

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.

Jones Lang LaSalle Incorporated, headquartered in Chicago, Illinois, is a
provider of real estate and investment management services. The company serves
corporations, institutions, multinationals and investors globally.

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.

Marathon Oil Corporation, headquartered in Houston, Texas, is a global energy
company. The company explores for, produces and markets crude oil, natural gas
and petroleum products. In addition, the company mines, extracts and
transports bitumen.

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.

The Mosaic Company, headquartered in Tampa, Florida, engages in the
production, blending and distribution of crop nutrient and animal feed
products worldwide.

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


Page 19


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.

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.

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.

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.

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

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.

United States Steel Corporation, headquartered in Pittsburgh, Pennsylvania, is
an integrated steel producer with major production operations in the United
States and central Europe.


                        Small-Cap Growth Strategy Stocks


American Metallurgical Resources, Inc., headquartered in Bristol, Tennessee,
is a mining company that extracts, produces, processes and transports
metallurgical carbon used in steel making.

Arch Resources Inc., headquartered in St. Louis, Missouri, produces and sells
thermal and metallurgical coal from surface and underground mines to utility
and steel producers in the United States and Europe.

BancFirst Corporation, headquartered in Oklahoma City, Oklahoma, is a bank
holding company which owns or controls one or more banks.

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.

Calix, Inc., headquartered in San Jose, California, is a provider of computer
services. The company offers cloud and software platforms, communication
software and networking solutions.

CBIZ, Inc., headquartered in Cleveland, Ohio, provides accounting and tax,
employee benefits, payroll and human resource consulting, wealth management,
and property and casualty insurance services to companies in the United
States. The company also provides health care consulting, medical practice
management, internal audits and other services.

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.

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.

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


Page 20


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.

CONSOL Energy Inc., headquartered in Canonsburg, Pennsylvania, is an energy
services provider. The company operates mining complexes in coal reserves in
the United States.

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.

CVR Energy, Inc., headquartered in Sugar Land, Texas, together with its
subsidiaries, refines and markets transportation fuels in the United States.
The company is also engaged in the production of ammonia-based fertilizers.

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.

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.

FirstCash Holdings, Inc., headquartered in Fort Worth, Texas, owns and
operates pawn stores. Together with its subsidiaries, the company helps
customers meet small short-term cash needs by providing non-recourse pawn loans.

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.

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.

MGP Ingredients, Inc., headquartered in Atchison, Kansas, produces and markets
ingredients and distillery products. The company's ingredients include
specialty wheat starches and specialty wheat proteins for food and non-food
applications.

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.

Plexus Corp., headquartered in Neenah, Wisconsin, provides product design,
development and conceptualization services to original equipment manufacturers
in the networking/communications, life sciences/health care,
industrial/commercial, and defense/aerospace sectors. The company markets its
products globally.


Page 21


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.

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.

Watts Water Technologies, Inc., headquartered in North Andover, Massachusetts,
is a global manufacturer of safety and flow control products for residential
and commercial plumbing, heating and water quality markets.


                        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.

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.

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

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.

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.

Enovis Corp., headquartered in Wilmington, Delaware, engages in the design,
manufacture and marketing of fluid handling products to commercial marine, oil
and gas, power generation, defense and general industrial sectors worldwide.

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.

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.

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.


Page 22


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.

MGIC Investment Corporation, headquartered in Milwaukee, Wisconsin, through
its subsidiaries, provides private mortgage insurance and ancillary services.
The company serves lenders in the United States and Puerto Rico.

NMI Holdings, Inc. (Class A), headquartered in Emeryville, California,
together with its subsidiaries, is a provider of mortgage insurance. The
company provides its services to customers in the United States.

Peabody Energy Corporation, headquartered in St. Louis, Missouri, owns coal
mining companies located throughout the United States and Australia.

PriceSmart, Inc., headquartered in San Diego, California, is primarily engaged
in the operation of membership shopping warehouses in Latin America and Asia.

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

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.

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.

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

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.

Warrior Met Coal, Inc., headquartered in Brookwood, Alabama, is a coal
production company. The company operates two mines in Alabama.

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.

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


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

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), 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


Page 23


alloys, copper, silver and lead, among other resources. The company serves
various utilities, steel producers and industrial users.

Canadian Natural Resources Limited, headquartered in Calgary, Canada, is a
senior independent oil and natural gas exploration, development and production
company. The company's operations are focused in Western Canada, the North Sea
and offshore West Africa.

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.

Chugai Pharmaceutical Co., Ltd. (ADR), headquartered in Tokyo, Japan, is a
drug manufacturer. The company develops, manufactures, sells pharmaceuticals
in Japan and internationally.

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.

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.

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.

Glencore Plc (ADR), incorporated in Jersey and headquartered in Baar,
Switzerland, is a diversified natural resources company. The company produces
and distributes metals and minerals, energy products and agricultural products
worldwide.

Hermes International (ADR), headquartered in Paris, France, is a luxury goods
manufacturer. The company designs, produces, and distributes personal luxury
accessories and apparel worldwide.

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.

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.

Mercedes-Benz Group AG (ADR), headquartered in Stuttgart, Germany, is a
automotive company. The company manufactures cars and trucks under different
brands, including Mercedes-Benz.

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.

Nutrien Ltd., headquartered in Saskatchewan, Canada, is a provider of crop
inputs and services such as potash, nitrogen, and phosphate products. The
company serves clients in the agricultural, industrial, and feed industries.

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.


Page 24


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

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

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.

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.

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 25

Undertakings

1.Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.
2.Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to Rule 484 under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

CONTENTS OF REGISTRATION STATEMENT

A.Bonding Arrangements of Depositor:

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

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

 

The facing sheet

 

The Prospectus

 

The signatures

 

Exhibits

 

 

S-1

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 10332, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheaton and State of Illinois on October 11, 2022.

 

FT 10332

 

By:First Trust Portfolios L.P.
Depositor

 

 

By:/s/ Elizabeth H. Bull
Senior Vice President

 

 

S-2

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following person in the capacity and on the date indicated:

 

Name Title* Date
     
James A. Bowen Director of The Charger Corporation, the General Partner of First Trust Portfolios L.P., and Chief Executive Officer of First Trust Portfolios L.P. )
)
)
)By: /s/ Elizabeth H. Bull
)    Attorney-in-Fact**
)    October 11, 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 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 4.1 to the Registration Statement.

 

 S-4

 

 

EXHIBIT INDEX

 

1.1Standard Terms and Conditions of Trust for FT 10292 and certain subsequent Series, effective September 7, 2022 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee and First Trust Advisors L.P., as Portfolio Supervisor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-266325] filed on behalf of FT 10292).

 

1.1.1Trust Agreement for FT 10332, effective October 11, 2022 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, and First Trust Advisors L.P., as Portfolio Supervisor.

 

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

 

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

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

 

1.4Articles of Incorporation of Nike Securities Corporation, predecessor to The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

 

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

 

1.7Fund 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).

 

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

 

  

S-5

 

 

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

 

4.1Consent of Independent Registered Public Accounting Firm.

 

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

 

7.1Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-264568] filed on behalf of FT 10131).

 

 

 S-6