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

Registration No. 333-252377

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 9224

B. Name of depositor:

FIRST TRUST PORTFOLIOS L.P.

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

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

D. Name and complete address of agents for service:

	Copy to:

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

E. Title and Amount of Securities Being Registered:

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

F. Approximate date of proposed sale to public:

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

|X|

Check box if it is proposed that this filing will become effective on March 10, 2021 at 2:00 p.m. pursuant to Rule 487.

________________________________

FTP Emerging Markets Strength Portfolio, Series 2

FT 9224

FT 9224 is a series of a unit investment trust, the FT Series. FT 9224
consists of a single portfolio known as FTP Emerging Markets Strength
Portfolio, Series 2 (the "Trust"). The Trust invests in a diversified
portfolio of common stocks ("Securities") of companies that are based in an
emerging market or have significant business operations in emerging markets.
The Trust seeks above-average capital appreciation.

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

FIRST TRUST(R)

800-621-1675

The date of this prospectus is March 10, 2021

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 9
Portfolio 10
Risk Factors 10
Public Offering 12
Distribution of Units 15
The Sponsor's Profits 16
The Secondary Market 16
How We Purchase Units 16
Expenses and Charges 17
Tax Status 17
Retirement Plans 19
Rights of Unit Holders 20
Income and Capital Distributions 20
Redeeming Your Units 21
Removing Securities from the Trust 22
Amending or Terminating the Indenture 23
Information on the Sponsor, Trustee and Evaluator 23
Other Information 24

Page 2

Summary of Essential Information (Unaudited)

FTP Emerging Markets Strength Portfolio, Series 2
FT 9224

At the Opening of Business on the Initial Date of Deposit-March 10, 2021

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

Initial Number of Units (1) 14,086
Fractional Undivided Interest in the Trust per Unit (1) 1/14,086
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.000)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 10.000
Less Deferred Sales Charge per Unit (3) (.215)
__________
Redemption Price per Unit (5) 9.785
Less Creation and Development Fee per Unit (3)(5) (.060)
Less Organization Costs per Unit (5) (.035)
__________
Net Asset Value per Unit $ 9.690
==========
Cash CUSIP Number 30318G 363
Fee Account Cash CUSIP Number 30318G 371
Pricing Line Product Code 134797
Ticker Symbol FUEPEX

First Settlement Date March 12, 2021
Mandatory Termination Date (6) March 10, 2023
Income Distribution Record Date Tenth day of each June and December, commencing June 10, 2021.
Income Distribution Date (7) Twenty-fifth day of each June and December, commencing June 25, 2021.

_____________

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

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

(3) You will pay a maximum sales charge of 2.75% of the Public Offering Price
per Unit (equivalent to 2.75% of the net amount invested) which consists of an
initial sales charge, a deferred sales charge and a creation and development
fee. The sales charges are described in the "Fee Table."

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

(5) The estimated organization costs per Unit will be deducted from the assets
of the Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period. If Units are redeemed prior to the close
of the initial offering period, estimated organization costs will not be
deducted from the redemption proceeds. See "Redeeming Your Units." Commencing at
the end of the initial offering period, the creation and development fee will
accrue on a daily basis through the Mandatory Termination Date. If you redeem
your Units prior to the Mandatory Termination Date, you will not be assessed
any unaccrued creation and development fee.

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

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

Page 3

Fee Table (Unaudited)

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

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

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000
Deferred sales charge 2.15%(b) $.215
Creation and development fee 0.60%(c) $.060
_____ _____
Maximum sales charge (including creation and development fee) 2.75% $.275
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .350%(d) $.0350
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .080% $.0080
Trustee's fee and other operating expenses .138%(f) $.0138
_____ ______
Total .218% $.0218
===== ======

Example

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

1 Year 2 Years
______ _______
$332 $354

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

_____________

(a) The combination of the initial and deferred sales charge comprises what we
refer to as the "transactional sales charge." The initial sales charge is
actually equal to the difference between the maximum sales charge of 2.75% and
the sum of any remaining deferred sales charge and creation and development
fee. When the Public Offering Price per Unit equals $10, there is no initial
sales charge. If the price you pay for your Units exceeds $10 per Unit, you
will pay an initial sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.215 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 June 18, 2021.

(c) The creation and development fee compensates the Sponsor for creating and
developing the Trust. The creation and development fee is a charge of $.060
per Unit accrued on a daily basis from the end of the initial offering period,
which is expected to be approximately three months from the Initial Date of
Deposit, through the Mandatory Termination Date. If the price you pay for your
Units exceeds $10 per Unit, the creation and development fee will be less than
0.60%; if the price you pay for your Units is less than $10 per Unit, the
creation and development fee will exceed 0.60%. If you redeem your Units prior
to the Mandatory Termination Date, you will not be assessed any unaccrued
creation and development fee.

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

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

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

Page 4

Report of Independent
Registered Public Accounting Firm

To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 9224

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 9224,
comprising FTP Emerging Markets Strength Portfolio, Series 2 (the "Trust"),
one of the series constituting the FT Series, including the schedule of
investments, as of the opening of business on March 10, 2021 (Initial Date of
Deposit), and the related notes. In our opinion, the statement of net assets
presents fairly, in all material respects, the financial position of the Trust
as of the opening of business on March 10, 2021 (Initial Date of Deposit), in
conformity with accounting principles generally accepted in the United States
of America.

Basis for Opinion

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

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

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statement of net assets. Our audit also included evaluating
the accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall presentation of the statement of
net assets. Our procedures included confirmation of the irrevocable letter of
credit held by The Bank of New York Mellon, the Trustee, and deposited in the
Trust for the purchase of securities, as shown in the statement of net assets,
as of the opening of business on March 10, 2021, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
March 10, 2021

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

Page 5

Statement of Net Assets

FTP Emerging Markets Strength Portfolio, Series 2
FT 9224

At the Opening of Business on the Initial Date of Deposit-March 10, 2021

NET ASSETS

Investment in Securities represented by purchase contracts (1) (2) $140,857
Less liability for reimbursement to Sponsor for organization costs (3) (493)
Less liability for deferred sales charge (4) (3,028)
Less liability for creation and development fee (5) (845)
________
Net assets $136,491
========
Units outstanding 14,086
Net asset value per Unit (6) $ 9.690

ANALYSIS OF NET ASSETS

Cost to investors (7) $140,857
Less maximum sales charge (7) (3,873)
Less estimated reimbursement to Sponsor for organization costs (3) (493)
________
Net assets $136,491
========

______________

NOTES TO STATEMENT OF NET ASSETS

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

(1) The Trust invests in a diversified portfolio of common stocks. Aggregate
cost of the Securities listed under "Schedule of Investments" is based on
their aggregate underlying value. The Trust has a Mandatory Termination Date
of March 10, 2023.

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

(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trust. These costs have been estimated at $.0350 per Unit. A payment will be
made at the earlier of six months after the Initial Date of Deposit or the end
of the initial offering period to an account maintained by the Trustee from
which the obligation of the investors to the Sponsor will be satisfied. To the
extent that actual organization costs of the Trust are greater than the
estimated amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the assets
of the Trust.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.215 per Unit, payable to the Sponsor in three approximately equal monthly
installments beginning on June 18, 2021 and on the twentieth day of each month
thereafter (or if such date is not a business day, on the preceding business
day) through August 20, 2021. If Unit holders redeem Units before August 20,
2021, they will have to pay the remaining amount of the deferred sales charge
applicable to such Units when they redeem them.

(5) The creation and development fee ($.060 per Unit) is accrued on a daily
basis from the end of the initial offering period through the Mandatory
Termination Date. If you redeem your Units prior to the Mandatory Termination
Date, you will not be assessed any unaccrued creation and development fee.

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

(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial and a deferred sales charge and the creation
and development fee) computed at the rate of 2.75% of the Public Offering
Price (equivalent to 2.75% of the net amount invested, exclusive of the
deferred sales charge and the creation and development fee), assuming no
reduction of the maximum sales charge as set forth under "Public Offering."

Page 6

Schedule of Investments

FTP Emerging Markets Strength Portfolio, Series 2
FT 9224

At the Opening of Business on the Initial Date of Deposit-March 10, 2021

Percentage Number Market Cost of
Ticker Symbol and of Aggregate of Value Securities to
Name of Issuer of Securities (1)(3)(4)+ Offering Price Shares per Share the Trust (2)
_______________________________________ ______________ ________ _________ ____________
COMMON STOCKS (100.00%):
Brazil (11.63%):
BBSEY BB Seguridade Participacoes S.A. (ADR) 3.50% 1,194 $ 4.13 $ 4,931
ABEV Companhia de Bebidas das Americas (Ambev) (ADR) 4.07% 2,171 2.64 5,732
PAGS PagSeguro Digital Ltd. (Class A) (5) * 4.06% 111 51.55 5,722
China (36.62%):
BABA Alibaba Group Holding Limited (ADR) (5) * 4.06% 24 238.14 5,715
ATHM Autohome Inc. (ADR) (5) 4.06% 61 93.74 5,718
JD JD.com, Inc. (ADR) (5) * 4.07% 64 89.53 5,730
LNVGY Lenovo Group Limited (ADR) (5) 4.07% 227 25.26 5,734
NTES NetEase, Inc. (ADR) (5) 4.08% 52 110.68 5,755
TCEHY Tencent Holdings Limited (ADR) (5) 4.08% 67 85.87 5,753
VIPS Vipshop Holdings Limited (ADS) (5) * 4.07% 138 41.59 5,739
WEICY Weichai Power Co., Ltd. (ADR) 4.07% 261 21.95 5,729
YUMC Yum China Holdings Inc. (5) 4.06% 93 61.49 5,719
Hong Kong (7.59%):
HKXCY Hong Kong Exchanges and Clearing Limited (ADR) 3.50% 85 58.00 4,930
TTNDY Techtronic Industries Company Limited (ADR) 4.09% 73 78.89 5,759
India (11.63%):
HDB HDFC Bank Ltd. (ADR) * 3.49% 59 83.26 4,912
INFY Infosys Limited (ADR) 4.07% 308 18.60 5,729
WIT Wipro Limited (ADR) 4.07% 884 6.48 5,728
Indonesia (4.07%):
TLK PT Telekomunikasi Indonesia (ADR) 4.07% 249 23.04 5,737
Mexico (8.13%):
OMAB Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. * 4.06% 112 51.06 5,719
WMMVY Wal-Mart de Mexico, S.A.B. de C.V. (ADR) 4.07% 189 30.36 5,738
Russia (8.14%):
NILSY MMC Norilsk Nickel PJSC (ADR) 4.07% 185 30.96 5,728
SBRCY Sberbank of Russia (ADR) 4.07% 369 15.52 5,727
South Africa (8.14%):
IMPUY Impala Platinum Holdings Limited (Implats) 4.07% 308 18.63 5,738
SBSW Sibanye Stillwater Ltd. (ADR) 4.07% 311 18.43 5,732

Page 7

Schedule of Investments (cont'd.)

FTP Emerging Markets Strength Portfolio, Series 2
FT 9224

At the Opening of Business on the Initial Date of Deposit-March 10, 2021

_____________

(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
March 10, 2021. Such purchase contracts are expected to settle within two
business days.

(2) The cost of the Securities to the Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
closing sale prices of the listed Securities and the ask prices of
over-the-counter traded Securities at the Evaluation Time on the business day
prior to the Initial Date of Deposit). The cost of Securities to the Trust may
not compute due to rounding the market value per share. The valuation of the
Securities has been determined by the Evaluator, an affiliate of the Sponsor. In
accordance with Financial Accounting Standards Board Accounting Standards
Codification 820, "Fair Value Measurement," the Trust's investments are
classified as Level 1, which refers to securities traded in an active market.
The cost of the Securities to the Sponsor and the Sponsor's loss (which is the
difference between the cost of the Securities to the Sponsor and the cost of
the Securities to the Trust) are $142,604 and $1,747, respectively.

(3) Companies are categorized by the country in which their corporate
headquarters are located. Common stocks of companies headquartered or
incorporated outside the United States comprise 100.00% of the investments of
the Trust.

(4) Securities of companies in the following sectors comprise the approximate
percentage of the investments of the Trust as indicated: Communication Services,
16.29%; Consumer Discretionary, 16.26%; Consumer Staples, 8.14%; Financials,
14.56%; Industrials, 12.22%; Information Technology, 20.32% and Materials,
12.21%.

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

+ Each 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 8

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 9224, consists of a
single portfolio known as FTP Emerging Markets Strength Portfolio, Series 2.

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

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

How We Created the Trust.

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

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

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

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

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

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

Page 9

Portfolio

Objective.

The Trust seeks above-average capital appreciation. Under normal
circumstances, the Trust will invest at least 80% of its assets in companies
that are based in an emerging market or have significant business operations
in emerging markets.

Portfolio Selection Process.

Identify the Universe. We begin by selecting stocks that are based in an
emerging market or have significant business operations in emerging markets,
trade on a U.S. stock exchange either directly or through an American
Depositary Receipt/ADR, and have adequate liquidity for investment. We utilize
MSCI country classifications to determine whether a country is an emerging
market country.

Screen for Financial Strength. We then evaluate companies based on multiple
factors. These factors are designed to identify those stocks which exhibit
strong fundamental characteristics and to eliminate those that do not meet our
investment criteria as of the date the portfolio was selected.

The investment criteria include:

- Market Capitalization greater than $1 billion;

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

- Return on Equity greater than 15%.

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

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

Additional Portfolio Contents.

In addition to the investments described above, the Trust has exposure to the
following investments: dividend-paying securities, companies headquartered or
incorporated in the Asia Pacific region (including Hong Kong and China) and
companies with various market capitalizations.

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

Risk Factors

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

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

Market Risk. Market risk is the risk that a particular security, or Units of
the Trust in general, may fall in value. Securities are subject to market
fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Units of the Trust could decline in value or underperform
other investments. In addition, local, regional or global events such as war,
acts of terrorism, spread of infectious diseases or other public health
issues, recessions, political turbulence or other events could have a
significant negative impact on the Trust and its investments. Such events may
affect certain geographic regions, countries, sectors and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Trust's portfolio securities and could result in disruptions
in the trading markets. Any such circumstances could have a materially
negative impact on the value of the Trust's Units and result in increased
market volatility.

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

Page 10

closings, enhanced health screenings, expanded healthcare services and expenses,
quarantines and other restrictions on business and personal activities,
cancellations, disruptions to supply chains and consumer activity, as well as
general public concern and uncertainty. Financial markets have experienced
extreme volatility and severe losses, negatively impacting global economic
growth prospects. The duration of the COVID-19 outbreak and its effects cannot
be determined with certainty and may exacerbate other pre-existing political,
social and economic risks.

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

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

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

Hong Kong and China. A significant percentage of the Trust's portfolio
consists of common stocks issued by companies headquartered or incorporated in
Hong Kong or China. Hong Kong issuers are subject to risks related to Hong
Kong's political and economic environment. Hong Kong reverted to Chinese
control on July 1, 1997. Recent developments in relations between the U.S. and
China have heightened concerns of increased tariffs and restrictions on trade
between the two countries. An increase in tariffs or trade restrictions, or
even the threat of such developments, could lead to a significant reduction in
international trade, which could have a negative impact on China's export
industry and a commensurately negative impact on the Trust. In addition,
investments in the China region may be subject to acute political risks such
as possible negative repercussions resulting from China's relationship with
Taiwan or Hong Kong.

China is underdeveloped when compared to other countries. China is essentially
an export-driven economy and is affected by developments in the economies of
its principal trading partners. Certain provinces have limited natural
resources, resulting in dependence on foreign sources for certain raw
materials and economic vulnerability to global fluctuations of price and
supply. The emerging market economy of China may also be subject to over-
extension of credit, currency devaluations and restrictions, decreased
exports, and economic recession. China has yet to develop comprehensive
securities, corporate, or commercial laws, and its market is relatively new
and undeveloped. Changes in government policy could significantly affect the
markets in China. Given the still-developing nature of laws impacting China
region securities markets and corporate entities, changes in regulatory policy
could have a material adverse affect on the Securities.

Foreign Securities. All of the Securities held by the Trust are issued by
foreign entities, which makes the Trust subject to more risks than if it
invested solely in domestic securities. Risks of foreign securities include
higher brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments; currency
devaluations, blockages or transfer restrictions; restrictions on foreign
investments and exchange of securities; inadequate financial information; lack
of liquidity of certain foreign markets; and less government supervision and
regulation of exchanges, brokers, and issuers in foreign countries. Certain
foreign markets have experienced heightened volatility due to recent negative
political or economic developments or natural disasters. Securities issued by
non-U.S. issuers may pay dividends in foreign currencies and may be
principally traded in foreign currencies. Therefore, there is a risk that the
U.S. dollar value of these dividend payments and/or securities will vary with
fluctuations in foreign exchange rates.

American Depositary Receipts/ADRs and similarly structured securities may be
less liquid than the underlying shares in their primary trading market. Any
distributions paid to the holders of depositary receipts are usually subject

Page 11

to a fee charged by the depositary. Issuers of depositary receipts are not
obligated to disclose information that is considered material in the United
States. As a result, there may be less information available regarding such
issuers. Holders of depositary receipts may have limited voting rights, and
investment restrictions in certain countries may adversely impact the value of
depositary receipts because such restrictions may limit the ability to convert
shares into depositary receipts and vice versa. Such restrictions may cause
shares of the underlying issuer to trade at a discount or premium to the
market price of the depositary receipts.

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

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

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

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

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

Public Offering

The Public Offering Price.

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

Page 12

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

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

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

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

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

Minimum Purchase.

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

Maximum Sales Charge.

The maximum sales charge of 2.75% per Unit is comprised of a transactional
sales charge and a creation and development fee. After the initial offering
period the maximum sales charge will be reduced by 0.60%, to reflect the
amount of the previously charged creation and development fee.

Transactional Sales Charge.

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

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
2.75% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.275 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of approximately $.0717 per Unit will be deducted from the Trust's
assets on approximately the twentieth day of each month from June 18, 2021
through August 20, 2021. If you buy Units at a price of less than $10.00 per
Unit, the dollar amount of the deferred sales charge will not change, but the
deferred sales charge on a percentage basis will be more than 2.15% of the
Public Offering Price.

If you purchase Units after the last deferred sales charge payment has been
assessed, your transactional sales charge will consist of a one-time initial
sales charge of 2.15% of the Public Offering Price (equivalent to 2.197% of
the net amount invested).

Page 13

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 $.060 per Unit accrued on a daily basis from the end of the initial
offering period through the Mandatory Termination Date. 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 0.60% of the Public Offering Price.

Discounts for Certain Persons.

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

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

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

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

The Value of the Securities.

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

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a national or foreign
securities exchange or The NASDAQ Stock Market, LLC(R), their value shall
generally be based on the closing sale price on the exchange or system which
is the principal market therefore ("Primary Exchange"), which shall be deemed
to be the NYSE if the Securities are listed thereon (unless the Evaluator
deems such price inappropriate as the basis for evaluation). In the event a
closing sale price on the Primary Exchange is not published, the Securities
will be valued based on the last trade price on the Primary Exchange. If no
trades occur on the Primary Exchange for a specific trade date, the value will
be based on the closing sale price from, in the opinion of the Evaluator, an
appropriate secondary exchange, if any. If no trades occur on the Primary

Page 14

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

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

Distribution of Units

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

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

Dealer Concessions.

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

Eligible dealer firms and other selling agents who sell at least $1,000,000 of
Trust Units during the initial offering period will be entitled to up to 0.025%
of the Public Offering Price per Unit additional sales concession.

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

Other Compensation and Benefits to Broker/Dealers.

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

Page 15

or related expenses, including, but not limited to, expenses of entertaining
retail customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor makes such payments to a substantial majority
of intermediaries that sell First Trust products. The Sponsor may also make
certain payments to, or on behalf of, intermediaries to defray a portion of
their costs incurred for the purpose of facilitating Unit sales, such as the
costs of developing or purchasing trading systems to process Unit trades.
Payments of such additional compensation described in this and the preceding
paragraph, some of which may be characterized as "revenue sharing," create a
conflict of interest by influencing financial intermediaries and their agents
to sell or recommend a First Trust product, including the Trust, over products
offered by other sponsors or fund companies. These arrangements will not
change the price you pay for your Units.

Advertising and Investment Comparisons.

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

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

The Sponsor's Profits

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

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

The Secondary Market

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

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

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may

Page 16

purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units that we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

Expenses and Charges

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

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

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

As Sponsor, we will receive a fee from the Trust for creating and developing
the Trust, including determining the Trust's objectives, policies, composition
and size, selecting service providers and information services and for
providing other similar administrative and ministerial functions. The
"creation and development fee" is a charge of $.060 per Unit accrued on a
daily basis from the end of the initial offering period through the Mandatory
Termination Date. The Trustee will deduct the accrued amount from the Trust's
assets on each distribution date. If you redeem your Units prior to the
Mandatory Termination Date, you will not be assessed any unaccrued creation
and development fee. We do not use this fee to pay distribution expenses or as
compensation for sales efforts.

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

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

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

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

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

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

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

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

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

Tax Status

Federal Tax Matters.

This section discusses some of the main U.S. federal income tax consequences
of owning Units of the Trust as of the date of this prospectus. Tax laws and
interpretations change frequently, and this summary does not describe all of
the tax consequences to all taxpayers. For example, this summary generally

Page 17

does not describe your situation if you are a broker/dealer or other investor
with special circumstances. In addition, this section may not describe your
state, local or non-U.S. tax consequences.

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

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

Trust Status.

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

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

Income from the Trust.

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

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

Certain Stock Dividends.

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

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

Sale of Units.

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

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

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Distribution Reinvestment Option.

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

Treatment of Trust Expenses.

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

Investments in Certain Non-U.S. Corporations.

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

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

Non-U.S. Investors.

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

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

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

Foreign Tax Credit.

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

In-Kind Distributions.

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

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

Retirement Plans

You may purchase Units of the Trust for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received in each
of the above plans is deferred until you receive distributions. These
distributions are generally treated as ordinary income but may, in some cases,

Page 19

be eligible for special averaging or tax-deferred rollover treatment. Before
participating in a plan like this, you should review the tax laws regarding
these plans and consult your attorney or tax advisor. Brokerage firms and
other financial institutions offer these plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

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

Unit Holder Reports.

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

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

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

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

- Amounts of income and capital distributed during the year.

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

Income and Capital Distributions

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

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

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

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

Within a reasonable time after the Trust is terminated, you will receive a pro
rata share of the money from the sale of the Securities and amounts in the

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Income and Capital Accounts. All Unit holders will receive a pro rata share of
any other assets remaining in your Trust, after deducting any unpaid expenses.

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

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

Redeeming Your Units

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

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

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

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

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

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

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

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

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

- For any other period permitted by SEC order.

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

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The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

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

6. other liabilities incurred by the Trust; and

dividing

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

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

Removing Securities from the Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

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

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

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

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

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

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

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

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

Page 22

subsidiary or affiliate of the Trustee to act as broker in selling such
Securities or property. The Trust will pay for these brokerage services at
standard commission rates.

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

Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

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

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

You will receive a cash distribution from the sale of the remaining
Securities, along with your interest in the Income and Capital Accounts,
within a reasonable time after the Trust is terminated. The Trustee will
deduct from the Trust any accrued costs, expenses, advances or indemnities
provided for by the Indenture, including estimated compensation of the Trustee
and costs of liquidation and any amounts required as a reserve to pay any
taxes or other governmental charges.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

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

- The First Trust Combined Series

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

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $500 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, 2020, the total partners' capital of First Trust Portfolios L.P.
was $82,953,781.

This information refers only to us and not to the Trust or to any series of
the Trust or to any other dealer. We are including this information only to

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inform you of our financial responsibility and our ability to carry out our
contractual obligations. We will provide more detailed financial information
on request.

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

The Trustee.

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

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

Limitations of Liabilities of Sponsor and Trustee.

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

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

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

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

- Terminate the Indenture and liquidate the Trust; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

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

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

Other Information

Legal Opinions.

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

Experts.

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

Supplemental Information.

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

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First Trust(R)

FTP Emerging Markets Strength Portfolio, Series 2
FT 9224

Sponsor:

First Trust Portfolios L.P.

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

Trustee:

The Bank of New York Mellon

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

________________________

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

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

________________________

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

- Securities Act of 1933 (file no. 333-252377) and

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

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

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

To obtain copies at prescribed rates -

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

March 10, 2021

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 28

FIRST TRUST(R)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trust contained in FT
9224 not found in the prospectus for the Trust. This Information Supplement is
not a prospectus and does not include all of the information you should
consider before investing in the Trust. This Information Supplement should be
read in conjunction with the prospectus for the Trust in which you are
considering investing.

This Information Supplement is dated March 10, 2021. Capitalized terms have
been defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1
Hong Kong and China 1
Foreign Issuers 3
Emerging Markets 4
Small and/or Mid Capitalization Companies 5
Securities Selected for FTP Emerging Markets Strength
Portfolio, Series 2 5

Risk Factors

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

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

Hong Kong and China. Hong Kong's free market economy is highly dependent on
international trade and finance. The value of the goods and services trade,
which includes a large share of re-exports, is about four times GDP. Hard
alcohol, tobacco, oil and methyl alcohol are the only four commodities which
are subject to excise duties by Hong Kong. Hong Kong does not have any tariffs
on imported goods, quotas or dumping laws. Hong Kong's currency is linked
closely to the United States dollar, maintaining an arrangement established in
1983. Hong Kong's property prices have risen rapidly due to excess liquidity,
low interest rates and a tight housing supply. Housing is increasingly
unaffordable for lower and middle-income segments of the population. Hong
Kong's open economy leaves it exposed to the global economic situation. Hong

Page 1

Kong is vulnerable to renewed global financial market volatility or a slowdown
in the global economy due to its continued reliance on foreign trade and
investment.

Hong Kong's government promotes the Special Administrative Region as the site
for Chinese renminbi ("RMB") internationalization. Residents of Hong Kong are
now permitted to establish RMB-denominated savings accounts. Further, RMB-
denominated corporate and Chinese government bonds have been issued in Hong
Kong and RMB trade settlement is now allowed in Hong Kong. However, after the
People's Bank of China changed the way it set the central party rate in August
2015, offshore RMB activities experienced a setback. RMB deposits in Hong Kong
fell from 1.0 trillion RMB in 2014 to 559 billion RMB in 2017. RMB trade
settlement handled by banks in Hong Kong also shrank from 6.8 trillion RMB in
2015 to 3.9 trillion RMB in 2017.

China has long been Hong Kong's largest trading partner and China accounts for
roughly half of Hong Kong's total trading by value. Natural resources are
limited in Hong Kong, which results in the need for food and raw material
imports. China has eased travel restrictions to Hong Kong and as a result the
number of tourists from China to travel to Hong Kong has greatly increased
from 4.5 million in 2001 to 47.3 million in 2014, which outnumbered visitors
from all other countries combined. However, after peaking in 2014, overall
tourist arrivals in Hong Kong dropped 2.5% in 2015 and 4.5% in 2016. The
tourism sector rebounded in 2017, with visitor arrivals rising 3.2% to 58.47
million. Travelers from Mainland China accounted for 76% of the total tourism
in Hong Kong in 2017. The Hong Kong Stock Exchange is now the premier stock
market for Chinese firms who seek to list abroad. In 2015, companies from
China constituted close to 50% of the firms listed on the Hong Kong Stock
Exchange. These companies also accounted for about 66% of the Exchange's
market capitalization. In the past decade, the service industry in Hong Kong
has grown rapidly as Hong Kong's manufacturing industry moved to China. In
order to forge closer ties between Hong Kong and China, the two signed a new
agreement on achieving basic liberalization of trade in services in Guangdong
Province under the Closer Economic Partnership Agreement (CEPA). Effective
March 2015, these new measures cover a negative list and a most-favored
treatment provision. The measures are designed to improve access to the
China's service sector for companies based in Hong Kong including cross-border
services as well as cultural and telecommunications services. In June 2017,
the Investment Agreement and the Agreement on Economic and Technical
Cooperation (Ecotech Agreement) were signed under the framework of CEPA.

Economic integration between Hong Kong and China is most evident in the
banking and financial sector. The Hong Kong-Shanghai Stock Connect, the Mutual
Recognition of Funds and The Hong Kong Shanghai Gold Connect initiatives are
important steps in allowing access to China's capital markets and have
reinforced Hong Kong's important role as China's offshore RMB market.
Additional connect schemes such as ETF Connect (for exchange-traded fund
products) are also being explored by Hong Kong authorities. In 2017, Chief
Executive Lam announced plans to increase government spending on education,
technological innovation, and research and development in order to encourage
continued economic growth through greater sector diversification.

Since 1978, China has gradually transformed from a closed, centrally planned
system to a system that is more market-oriented and that plays a major global
role. In 2010, China became the largest exporter in the world and the largest
trading nation in 2013. The reforms in China began with the phase-out of
collectivized agriculture, and has expanded to include the gradual
liberalization of prices, fiscal decentralization, increased autonomy for
state enterprises, creation of a modern banking system, development of stock
markets, growth of the private sector, and opening to foreign trade and
investment. China continues to pursue an industrial policy, state-support of
key sectors and a restrictive investment regime. GDP has increased more than
tenfold due to the efficiency gains that resulted from the restructuring of
the economy that began in 1978. In 2014, China passed the United States as the
largest economy in the world, based on purchasing price parity, for the first
time in modern history. In 2017, China was the largest economy in the world,
however, China's per capita income is below the world average.

After linking its currency closely to the U.S. dollar for years, China
converted to an exchange rate system that references a basket of currencies in
July 2005. From the middle of 2005 to late 2008, the RMB appreciated more than
20% against the United States dollar. However, from the start of the global
financial crisis until June 2010, the exchange rate remained pegged to the
United States dollar. After June 2010, Beijing allowed the resumption of
gradual liberalization. In 2015, the People's Bank of China announced it would
continue to carefully encourage the full convertibility of the RMB after the
currency was accepted as part of the International Monetary Fund's special
drawing rights basket. To better manage the exchange rate and maintain
financial stability, the Chinese government has strengthened capital controls
and oversight of overseas investments since late 2015.

Page 2

In addition to slowing economic growth, the Chinese government faces a number
of economic challenges. To overcome these economic challenges, China must
reduce the high domestic savings rate and increase the correspondingly low
domestic demand, service its high corporate debt burdens, provide higher-wage
job opportunities for the striving middle class, rural migrants and college
graduates, diminish speculative investment in the real estate sector, reduce
industrial overcapacity and more efficiently allocate capital to raise
productivity growth rates. Coastal provinces in China have experienced greater
economic development than the interior provinces. By 2016, more than 169.3
million migrant workers in search of work and their dependents had relocated
to urban areas. The population control policy in China, which was relaxed in
2016 to allow all families to have two children, has caused China to now be
one of the most rapidly aging countries in the world. Another long-term
problem is the deterioration in the environment, which includes air pollution,
soil erosion, and the steady fall of the water table, especially in the north.
Further, urbanization and erosion continue to destroy arable land in China.
The Chinese government is seeking to add energy production capacity by
focusing on sources such as natural gas, nuclear and clean energy development,
rather than coal and oil. China ratified the Paris Agreement in 2016 and
committed to limit its carbon dioxide emissions between 2025 and 2030.

The Chinese government's 13th Five-Year Plan, which was unveiled in March
2016, emphasizes continued economic reforms and the need to increase
innovation and domestic consumption. This plan is intended to decrease future
dependence on government investments, exports and heavy industry, however
China has made more progress on subsidizing innovation than rebalancing the
economy. In 2010, Chinese leaders pledged to double GDP by 2020 and the 13th
Five-Year Plan includes annual growth targets of at least 6.5% to achieve that
goal. In recent years, China has again supported state-owned enterprises in
sectors China considers important to "economic security." This renewed support
includes a focus on fostering globally competitive industries. The Chinese
government's policies continue to favor state-owned enterprises and emphasize
stability. Economic efficiency and private initiative have been threatened by
Chinese leaders undermining market-oriented reforms and reaffirming the
"dominant" role of the state in the economy. However, a slight acceleration in
economic growth in 2017 gives Beijing more opportunity to purse its economic
reforms and its commitment to giving the market a more decisive role in
allocating resources.

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

Page 3

international securities in the Trust and on the ability of the Trust to
satisfy its obligation to redeem Units tendered to the Trustee for redemption.
In addition, restrictions on the settlement of transactions on either the
purchase or sale side, or both, could cause delays or increase the costs
associated with the purchase and sale of the foreign Securities and
correspondingly could affect the price of the Units.

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

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

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

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

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

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

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

Page 4

Small and/or Mid Capitalization Companies. The following section applies to
individual Trusts which contain Securities issued by, or invest in Securities
that hold securities issued by, small and/or mid capitalization companies.
While historically stocks of small and mid capitalization companies have
outperformed the stocks of large companies, the former have customarily
involved more investment risk as well. Such companies may have limited product
lines, markets or financial resources; may lack management depth or
experience; and may be more vulnerable to adverse general market or economic
developments than large companies. Some of these companies may distribute,
sell or produce products which have recently been brought to market and may be
dependent on key personnel.

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

Securities Selected for FTP Emerging Markets Strength Portfolio, Series 2

Brazil
______

BB Seguridade Participacoes S.A. (ADR), headquartered in Brasilia, Brazil, is
a holding company. The company invests in and is a broker for insurance
companies, and offers pension plans, special savings bonds and insurance
products.

Companhia de Bebidas das Americas (Ambev) (ADR), headquartered in Sao Paulo,
Brazil, is engaged in the production and distribution of beer, soft drinks and
other non-alcoholic and non-carbonated beverages in South America, Latin
America and Canada. The company has license agreements with both Anheuser-
Busch and Pepsi for production and distribution of their products.

PagSeguro Digital Ltd. (Class A), incorporated in the Cayman Islands and
headquartered in Sao Paulo, Brazil, is a financial technology company. Through
its subsidiaries, the company provides financial technology solutions and
services including multiple digital payment options.

China
_____

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

Autohome Inc. (ADR), incorporated in the Cayman Islands and headquartered in
Beijing, China, is an online automotive retailer. The company's website also
facilitates related transactions, such as auto financing, auto insurance and
used cars.

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

Lenovo Group Limited (ADR), incorporated in Hong Kong and dually headquartered
in Beijing, China, and Morrisville, North Carolina, through its subsidiaries,
sells and manufactures Lenovo brand personal computers and handheld devices.
The company also provides Internet services, information technology services
and contracting manufacturing business.

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

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

Vipshop Holdings Limited (ADS), incorporated in the Cayman Islands and
headquartered in Guangzhou, China, sells branded products at a discount over
the Internet. The company retails through flash sales, in which limited
quantities of an item are sold at deep discount for a specified period of time.

Page 5

Weichai Power Co., Ltd. (ADR), headquartered in Weifang, China, specializes in
the research and development, manufacturing and sales of vehicles and parts.
The company produces engines, heavy and light vehicles, construction
machinery, hydraulic products, automotive electronics and related parts. The
company markets its products worldwide.

Yum China Holdings Inc., incorporated in the United States and headquartered in
Shanghai, China, is a holding company. The company through its subsidiaries owns
and operates several different fast food restaurants.

Hong Kong
_________

Hong Kong Exchanges and Clearing Limited (ADR), headquartered in Central, Hong
Kong, is a financial data company. Together with its subsidiaries, the company
operates stock exchanges and futures exchanges and related clearing houses in
Hong Kong, China and the United Kingdom.

Techtronic Industries Company Limited (ADR), headquartered in Kwai Chung, Hong
Kong, is an investment holding company. Through its subsidiaries, the company
designs, manufactures and markets power tools, outdoor power equipment, floor
care and appliances worldwide.

India
_____

HDFC Bank Ltd. (ADR), headquartered in Mumbai, India, a private sector bank,
provides financial services to corporations, and middle and upper-income
individuals in India.

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

Wipro Limited (ADR), headquartered in Bengaluru, India, is an information
technology company. Through its subsidiaries, the company offers consulting
and business process services worldwide.

Indonesia
_________

PT Telekomunikasi Indonesia (ADR), headquartered in Bandung, Indonesia,
provides fixed line telecommunications services in Indonesia. The company also
offers electronic mail, mobile communication and cellular phone services.

Mexico
______

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., headquartered in
Apodaca, Mexico, operates international airports in the northern and central
regions of Mexico. The airports serve Monterrey, Acapulco, Mazatlan,
Zihuatanejo and several other regional centers and border cities.

Wal-Mart de Mexico, S.A.B. de C.V. (ADR), headquartered in Mexico City,
Mexico, is a retail chain operator, which sells food, clothing, and other
merchandise in Mexico and Central America.

Russia
______

MMC Norilsk Nickel PJSC (ADR), headquartered in Moscow, Russia, is a producer
of nickel and palladium and has a sizable stake in cobalt and platinum
production worldwide. The company's other business ventures include energy
supply, telecommunications and transportation.

Sberbank of Russia (ADR), headquartered in Moscow, Russia, provides commercial
banking services throughout Europe and the United States. The company offers a
wide range of corporate and retail banking services to corporate clients,
small businesses, financial institutions and individuals.

South Africa
____________

Impala Platinum Holdings Limited (Implats), headquartered in Illovo, South
Africa, mines, produces and markets platinum and other platinum group metals
such as palladium, rhodium and nickel.

Sibanye Stillwater Ltd. (ADR), headquartered in Weltevreden Park, South
Africa, is a precious metals mining company. The company produces metals such
as platinum, palladium and rhodium. Additionally, the company produces gold,
nickel, copper, chrome and other minerals.

Taiwan
______

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

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

Page 6

Undertaking

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

CONTENTS OF REGISTRATION STATEMENT

Bonding Arrangements of Depositor:

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

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

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

The Registrant, FT 9224, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040; FT 9042; FT 9058; FT 9068 and FT 9203 for purposes of the representations required by Rule 487 and represents the following:

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

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

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

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 9224, 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 March 10, 2021.

FT 9224

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** ) March 10, 2021
James M. Dykas	Chief Financial Officer of First Trust Portfolios L.P.	) )
Christina Knierim	Controller of First Trust Portfolios L.P.	) )

The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios L.P., the Depositor.

Executed copies of the related powers of attorney were filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 8880 (File No. 333-240230) and the same is hereby incorporated herein by this reference.

S-3

CONSENT OF COUNSEL

The consent of counsel to the use of its name in the Prospectus included in this Registration Statement will be contained in its opinion to be filed as Exhibit 3.1 of the Registration Statement.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its name in the Prospectus included in the Registration Statement will be filed as Exhibit 4.1 to the Registration Statement.

Consent of Independent Registered Public Accounting Firm

The consent of Deloitte & Touche LLP to the use of its name in the Prospectus included in the Registration Statement will be filed as Exhibit 4.2 to the Registration Statement.

S-4

EXHIBIT INDEX

1.1

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

1.1.1

Trust Agreement for FT 9224 and certain subsequent Series, effective March 10, 2021 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as Evaluator, and First Trust Advisors L.P., as Portfolio Supervisor.

1.2

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

1.3

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

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

1.4

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

1.5

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

1.6

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

2.2

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

S-5

3.1

Opinion of counsel as to legality of securities being registered.

4.1

Consent of First Trust Advisors L.P.

4.2

Consent of Independent Registered Public Accounting Firm.

6.1

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

7.1

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

S-6