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Form 487 FT 10470

November 30, 2022 12:15 PM EST

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Registration No. 333-268368

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 10470

 

B.Name of depositor:

 

FIRST TRUST PORTFOLIOS L.P.

 

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

 

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

 

D.Name and complete address of agents for service:

 

  Copy to:
   
JAMES A. BOWEN ERIC F. FESS
c/o First Trust Portfolios L.P. c/o Chapman and Cutler LLP
120 East Liberty Drive 320 South Canal Street
Suite 400 27th Floor
Wheaton, Illinois  60187 Chicago, Illinois 60606

 

E.Title and Amount of Securities Being Registered:

 

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

 

F.Approximate date of proposed sale to public:

 

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

 

|X|Check box if it is proposed that this filing will become effective on November 30, 2022 at 2:00 p.m. pursuant to Rule 487.

 

________________________________

            Strategic International Opportunity Portfolio, Series 24

                                    FT 10470

FT 10470 is a series of a unit investment trust, the FT Series. FT 10470
consists of a single portfolio known as Strategic International Opportunity
Portfolio, Series 24 (the "Trust"). The Trust invests in a diversified
portfolio of common stocks ("Securities"). 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 November 30, 2022


Page 1


                               Table of Contents

Summary of Essential Information                                     3
Fee Table                                                            4
Report of Independent Registered Public Accounting Firm              5
Statement of Net Assets                                              6
Schedule of Investments                                              7
The FT Series                                                       11
Portfolio                                                           12
Risk Factors                                                        12
Public Offering                                                     15
Distribution of Units                                               18
The Sponsor's Profits                                               19
The Secondary Market                                                19
How We Purchase Units                                               19
Expenses and Charges                                                19
Tax Status                                                          20
Retirement Plans                                                    22
Rights of Unit Holders                                              22
Income and Capital Distributions                                    23
Redeeming Your Units                                                24
Investing in a New Trust                                            24
Removing Securities from the Trust                                  25
Amending or Terminating the Indenture                               26
Information on the Sponsor and Trustee                              26
Other Information                                                   27

Page 2

                  Summary of Essential Information (Unaudited)


            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470


  At the Opening of Business on the Initial Date of Deposit-November 30, 2022


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

Initial Number of Units (1)                                                          15,408
Fractional Undivided Interest in the Trust per Unit (1)                            1/15,408
Public Offering Price:
Public Offering Price per Unit (2)                                               $   10.000
    Less Initial Sales Charge per Unit (3)                                            (.000)
                                                                                 __________
Aggregate Offering Price Evaluation of Securities per Unit (4)                       10.000
    Less Deferred Sales Charge per Unit (3)                                           (.135)
                                                                                 __________
Redemption Price per Unit (5)                                                         9.865
    Less Creation and Development Fee per Unit (3)(5)                                 (.050)
    Less Organization Costs per Unit (5)                                              (.055)
                                                                                 __________
Net Asset Value per Unit                                                         $    9.760
                                                                                 ==========
Cash CUSIP Number                                                                30329N 787
Reinvestment CUSIP Number                                                        30329N 795
Fee Account Cash CUSIP Number                                                    30329N 803
Fee Account Reinvestment CUSIP Number                                            30329N 811
Pricing Line Product Code                                                            144663
Ticker Symbol                                                                        FLYXRX

First Settlement Date                             December 2, 2022                                                                
Mandatory Termination Date (6)                    March 1, 2024                                                                   
Income Distribution Record Date                   Tenth day of each June and December, commencing June 10, 2023.                  
Income Distribution Date (7)                      Twenty-fifth day of each June and December, commencing June 25, 2023.           
_____________

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

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

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

(4) Each listed Security is valued at its last closing sale price on the
relevant stock exchange 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 generally valued at its closing ask price on such
date. See "Public Offering-The Value of the Securities." The value of foreign
Securities trading in non-U.S. currencies is determined by converting the
value of such Securities to their U.S. dollar equivalent based on the currency
exchange rate for the currency in which a Security is generally denominated at
the Evaluation Time on the business day prior to the Initial Date of Deposit.
Evaluations for purposes of determining the purchase, sale or redemption price
of Units are made as of the close of trading on the New York Stock Exchange
("NYSE") (generally 4:00 p.m. Eastern time) on each day on which it is open
(the "Evaluation Time").

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

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

(7) The Trustee will distribute money from the Income Account, 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
provided the amount in the Income Account equals at least $1.00 per 100 Units.
The Trustee will make distributions from the Capital Account monthly on the
twenty-fifth day of each month to Unit holders of record on the tenth day of
such month provided the amount available for distribution from the Capital
Account equals at least $1.00 per 100 Units. See "Income and Capital
Distributions."

Page 3


                             Fee Table (Unaudited)
                                                                                                   

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

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

Maximum Sales Charge
   Initial sales charge                                                          0.00%(a)  $.000
   Deferred sales charge                                                         1.35%(b)  $.135
   Creation and development fee                                                  0.50%(c)  $.050
                                                                                 _____     _____
   Maximum sales charge (including creation and development fee)                 1.85%     $.185
                                                                                 =====     =====
Organization Costs (as a percentage of public offering price)
   Estimated organization costs                                                  .550%(d)  $.0550
                                                                                 =====     ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
   Portfolio supervision, bookkeeping, administrative and evaluation fees        .079%     $.0080
   Trustee's fee and other operating expenses                                    .466%(f)  $.0471
                                                                                 _____     ______
      Total                                                                      .545%     $.0551
                                                                                 =====     ======

                                    Example

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

               1 Year        3 Years       5 Years       10 Years      
               ______        _______       _______       ________      
               $295          $904          $1,277        $2,723        

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

_____________

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

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

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

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

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

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

Page 4


                             Report of Independent
                       Registered Public Accounting Firm
                                                                                                   


To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 10470

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 10470,
comprising Strategic International Opportunity Portfolio, Series 24 (the
"Trust"), one of the series constituting the FT Series, including the schedule
of investments, as of the opening of business on November 30, 2022 (Initial
Date of Deposit), and the related notes. In our opinion, the statement of net
assets presents fairly, in all material respects, the financial position of
the Trust as of the opening of business on November 30, 2022 (Initial Date of
Deposit), in conformity with accounting principles generally accepted in the
United States of America.

Basis for Opinion

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

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

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statement of net assets. Our audit also included evaluating
the accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall presentation of the statement of
net assets. Our procedures included confirmation of the irrevocable letter of
credit held by The Bank of New York Mellon, the Trustee, and deposited in the
Trust for the purchase of securities, as shown in the statement of net assets,
as of the opening of business on November 30, 2022, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
November 30, 2022

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


Page 5


                            Statement of Net Assets

            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470


  At the Opening of Business on the Initial Date of Deposit-November 30, 2022


                                   NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)                $154,078
Less liability for reimbursement to Sponsor for organization costs (3)                (847)
Less liability for deferred sales charge (4)                                        (2,080)
Less liability for creation and development fee (5)                                   (770)
                                                                                  ________
Net assets                                                                        $150,381
                                                                                  ========
Units outstanding                                                                   15,408
Net asset value per Unit (6)                                                      $  9.760

                             ANALYSIS OF NET ASSETS
Cost to investors (7)                                                             $154,078
Less maximum sales charge (7)                                                       (2,850)
Less estimated reimbursement to Sponsor for organization costs (3)                    (847)
                                                                                  ________
Net assets                                                                        $150,381
                                                                                  ========
______________

                        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 1, 2024.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $300,000 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 $.0550 per Unit. A payment will be
made at the end of the initial offering period to an account maintained by the
Trustee from which the obligation of the investors to the Sponsor will be
satisfied. To the extent that actual organization costs of the Trust are
greater than the estimated amount, only the estimated organization costs added
to the Public Offering Price will be reimbursed to the Sponsor and deducted
from the assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.135 per Unit, payable to the Sponsor in three equal monthly installments
beginning on March 20, 2023 and on the twentieth day of each month thereafter
(or if such date is not a business day, on the preceding business day) through
May 19, 2023. If Unit holders redeem Units before May 19, 2023, they will have
to pay the remaining amount of the deferred sales charge applicable to such
Units when they redeem them.

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

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

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

Page 6


                            Schedule of Investments

            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470


  At the Opening of Business on the Initial Date of Deposit-November 30, 2022


                                                                                 Percentage
                                                                                 of Aggregate  Number   Market     Cost of
Ticker Symbol and                                                                Offering      of       Value per  Securities to
Name of Issuer of Securities (1)(3)(4)                                           Price         Shares   Share      the Trust (2)
______________________________________                                           ____________  ______   _________  _____________
COMMON STOCKS (100.00%):
Australia (4.04%):
BHP             BHP Group Ltd (ADR) +                                              2.01%          51    $ 60.81    $  3,101
CSLLY           CSL Limited (ADR) +                                                2.03%          31     100.71       3,122
Belgium (3.00%):
COFB BB         Cofinimmo S.A. #                                                   1.02%          18      86.90       1,564
UCB BB          UCB S.A. #                                                         0.98%          19      79.66       1,513
WDP BB          Warehouses de Pauw SCA #                                           1.00%          58      26.56       1,540
Brazil (2.00%):
ABEV            Companhia de Bebidas das Americas (Ambev) (ADR) +                  1.00%         528       2.92       1,542
VALE            Vale S.A. (ADR) +                                                  1.00%          96      16.09       1,545
Canada (9.99%):
CNQ             Canadian Natural Resources Limited +                               2.01%          52      59.45       3,091
CVE             Cenovus Energy Inc. +                                              2.00%         151      20.37       3,076
GIB             CGI Inc. +*                                                        1.99%          36      85.06       3,062
NTR             Nutrien Ltd. +                                                     2.01%          38      81.64       3,102
SU              Suncor Energy Inc. +                                               1.00%          46      33.44       1,538
TD              The Toronto-Dominion Bank +                                        0.98%          23      65.95       1,517
Chile (0.98%):
SQM             Sociedad Quimica y Minera de Chile S.A. (ADR) +                    0.98%          16      94.57       1,513
Denmark (4.96%):
CARLB DC        Carlsberg A/S (Class B) #                                          0.98%          12     125.52       1,506
GMAB            Genmab A/S (ADR) +*                                                2.01%          70      44.31       3,102
NVO             Novo Nordisk A/S (ADR) +                                           1.97%          25     121.35       3,034
France (5.95%):
BNPQY           BNP Paribas S.A. (ADR) +                                           0.99%          55      27.84       1,531
LR FP           Legrand S.A. #                                                     0.99%          19      80.61       1,532
LVMUY           LVMH Moet Hennessy Louis Vuitton SE (ADR) +                        1.97%          21     144.58       3,036
SNY             Sanofi (ADR) +                                                     1.01%          34      45.87       1,560
TTE             TotalEnergies SE (ADR) +                                           0.99%          25      60.99       1,525
Germany (8.04%):
BAYRY           Bayer AG (ADR) +                                                   1.00%         106      14.54       1,541
BNR GY          Brenntag SE #                                                      1.02%          25      62.56       1,564
DB1 GY          Deutsche Boerse AG #                                               1.04%           9     178.13       1,603
DTEGY           Deutsche Telekom AG (ADR) +                                        1.00%          76      20.18       1,534
EOAN GY         E.ON SE #                                                          1.00%         164       9.38       1,539
FME GY          Fresenius Medical Care AG & Co. KGaA #                             0.99%          50      30.63       1,531
FRE GY          Fresenius SE & Co. KGaA #                                          1.00%          57      27.13       1,546
LEG GY          LEG Immobilien SE #                                                0.99%          24      63.57       1,526

Page 7


                       Schedule of Investments (cont'd.)

            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470


  At the Opening of Business on the Initial Date of Deposit-November 30, 2022


                                                                                 Percentage
                                                                                 of Aggregate  Number   Market     Cost of
Ticker Symbol and                                                                Offering      of       Value per  Securities to
Name of Issuer of Securities (1)(3)(4)                                           Price         Shares   Share      the Trust (2)
______________________________________                                           ____________  ______   _________  _____________
India (1.99%):
HDB            HDFC Bank Ltd. (ADR) +                                              0.99%          22    $ 69.24    $  1,523
INFY           Infosys Limited (ADR) +                                             1.00%          78      19.71       1,537
Indonesia (1.99%):
PPERY          PT Bank Mandiri (Persero) Tbk (ADR) +                               1.00%         119      12.95       1,541
TLK            PT Telekomunikasi Indonesia (ADR) +                                 0.99%          61      25.11       1,532
Ireland (3.06%):
ACN            Accenture Plc +                                                     2.06%          11     287.98       3,168
CRH ID         CRH Plc #                                                           1.00%          39      39.62       1,545
Italy (4.00%):
A2A IM         A2A SpA #                                                           1.00%       1,148       1.34       1,541
BZU IM         Buzzi Unicem SpA #                                                  1.00%          82      18.82       1,544
E              Eni SpA (ADR) +                                                     1.00%          52      29.58       1,538
PST IM         Poste Italiane SpA #                                                1.00%         158       9.73       1,537
Japan (3.00%):
HMC            Honda Motor Co., Ltd. (ADR) +                                       1.00%          64      24.10       1,542
NTDOY          Nintendo Co., Ltd. (ADR) +                                          2.00%         291      10.59       3,082
Jordan (1.00%):
HIK LN         Hikma Pharmaceuticals Plc #                                         1.00%          86      17.88       1,538
Mexico (2.01%):
OMAB           Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. +              1.01%          23      67.83       1,560
WMMVY          Wal-Mart de Mexico, S.A.B. de C.V. (ADR) +                          1.00%          41      37.69       1,545
The Netherlands (4.00%):
LYB            LyondellBasell Industries N.V. +                                    0.99%          18      84.84       1,527
NXPI           NXP Semiconductors N.V. +                                           2.03%          19     164.69       3,129
WKL NA         Wolters Kluwer N.V. #                                               0.98%          14     107.70       1,508
Norway (2.00%):
EQNR           Equinor ASA +                                                       2.00%          82      37.64       3,086
Sweden (8.01%):
ASSAB SS       Assa Abloy AB (Class B) #                                           0.99%          68      22.53       1,532
ATCOA SS       Atlas Copco AB (Class A) #                                          1.00%         126      12.19       1,535
CAST SS        Castellum AB #                                                      1.00%         125      12.29       1,537
EPIA SS        Epiroc AB (Class A) #                                               1.01%          83      18.66       1,549
EVO SS         Evolution AB #                                                      1.02%          16      98.59       1,578
GETIB SS       Getinge AB (Class B) #                                              0.99%          68      22.54       1,532
ERICB SS       Telefonaktiebolaget LM Ericsson (Class B) #                         1.00%         253       6.09       1,542
VLVLY          Volvo AB (ADR) +                                                    1.00%          85      18.03       1,533

Page 8


                       Schedule of Investments (cont'd.)

            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470


  At the Opening of Business on the Initial Date of Deposit-November 30, 2022


                                                                                 Percentage
                                                                                 of Aggregate  Number   Market     Cost of
Ticker Symbol and                                                                Offering      of       Value per  Securities to
Name of Issuer of Securities (1)(3)(4)                                           Price         Shares   Share      the Trust (2)
______________________________________                                           ____________  ______   _________  _____________
Switzerland (10.00%):
ABB            ABB Ltd (ADR) +                                                     2.00%         100    $ 30.87    $  3,087
LOGN SW        Logitech International S.A. #                                       0.98%          26      58.17       1,513
NSRGY          Nestle S.A. (ADR) +                                                 1.98%          26     117.13       3,045
NVS            Novartis AG (ADR) +                                                 1.02%          18      87.36       1,572
PSPN SW        PSP Swiss Property AG #                                             1.00%          14     109.68       1,536
TEL            TE Connectivity Ltd. +                                              2.01%          25     123.94       3,099
TEMN SW        Temenos AG (Registered) #                                           1.01%          26      60.08       1,562
Taiwan (0.98%):
TSM            Taiwan Semiconductor Manufacturing Company Ltd. (ADR) +             0.98%          19      79.33       1,507
United Kingdom (19.00%):
NGLOY          Anglo American Plc (ADR) +                                          1.00%          78      19.76       1,541
AON            AON Plc + (5)                                                       1.97%          10     302.73       3,027
BAESY          BAE Systems Plc (ADR) +                                             0.99%          39      39.09       1,525
BNZL LN        Bunzl Plc #                                                         1.00%          42      36.63       1,539
CNHI           CNH Industrial N.V. + (5)                                           2.00%         196      15.72       3,081
CRDA LN        Croda International Plc #                                           0.99%          19      80.19       1,524
DEO            Diageo Plc (ADR) +                                                  2.01%          17     182.45       3,102
FERG           Ferguson Plc +                                                      2.01%          27     114.62       3,095
GSK            GSK Plc (ADR) +                                                     1.00%          45      34.36       1,546
IMBBY          Imperial Brands Plc (ADR) +                                         1.01%          61      25.40       1,549
RIO            Rio Tinto Plc (ADR) +                                               1.01%          23      67.86       1,561
SGRO LN        Segro Plc #                                                         1.00%         160       9.66       1,545
SHEL           Shell Plc (ADR) +                                                   1.01%          27      57.62       1,556
STLA           Stellantis N.V. + (5)                                               1.00%         101      15.21       1,536
UL             Unilever Plc (ADR) +                                                1.00%          31      49.46       1,533
                                                                                 _______                           ________
                    Total Investments                                            100.00%                           $154,078
                                                                                 =======                           ========
___________

See "Notes to Schedule of Investments" on page 10.

Page 9


                        NOTES TO SCHEDULE OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase such
Securities which are backed by an irrevocable letter of credit deposited with
the Trustee. The Sponsor entered into purchase contracts for the Securities on
November 30, 2022. Such purchase contracts are expected to settle within two
business days.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired-generally determined
by the closing sale prices of the Securities on the applicable exchange (where
applicable, converted into U.S. dollars at the exchange rate at the Evaluation
Time) at the Evaluation Time on the business day prior to the Initial Date of
Deposit. The Sponsor, at its discretion, may make adjustments to the prices of
Securities held by the Trust if an event occurs after the close of the market
on which a Security normally trades but before the Evaluation Time, depending
on the nature and significance of the event, consistent with applicable
regulatory guidance relating to fair value pricing. 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 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 $155,576 and $1,498, 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, 3.99%; Consumer Discretionary, 4.99%; Consumer Staples, 8.98%;
Energy, 10.01%; Financials, 7.97%; Health Care, 15.00%; Industrials, 16.00%;
Information Technology, 13.06%; Materials, 11.99%; Real Estate, 6.01% and
Utilities, 2.00%.

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

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

# This Security represents the common stock of a foreign company which trades
on a foreign securities exchange.

* This Security represents a non-income producing security.

Page 10

                                 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 10470, consists of
a single portfolio known as Strategic International Opportunity Portfolio,
Series 24.

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,
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. 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 11


                                   Portfolio

Objective.

The Trust seeks above-average capital appreciation. 

Portfolio Selection Process.

This unit investment trust invests in a diversified portfolio of common stocks
from four distinct segments of the international market. Each segment contains
stocks selected specifically for that component of the allocation. Our stock
selection process evaluates 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. Through our selection
process we seek to find the companies in each segment that we believe have the
best prospects for above-average capital appreciation. The four segments are
weighted based on the allocation below.

     International Capital Strength          40%
     European Target High Quality Dividend   30%
     International High Dividend Equity      20%
     Emerging Markets Strength               10%

Additional Portfolio Contents.

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

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

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

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

Page 12


An outbreak of a respiratory disease designated as COVID-19 was first detected
in China in December 2019. The COVID-19 global pandemic and the ensuing
policies enacted by governments and central banks have caused and may continue
to cause significant volatility and uncertainty in global financial markets,
negatively impacting global growth prospects. While the U.S. has resumed
"reasonably" normal business activity, many countries continue to impose
lockdown measures. 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. Additionally, there is no guarantee that
vaccines will be effective against emerging variants of the disease.


Governments and central banks, including the Federal Reserve, have taken
extraordinary and unprecedented actions to support local and global economies
and financial markets. These measures have included, among other policy
responses, a $700 billion quantitative easing program, a reduction of the
Federal funds rate to near-zero, and numerous economic stimulus packages. The
impact of these and additional measures taken in the future, and whether they
will be effective in mitigating economic and market disruptions, including
upward pressure on prices, will not be known for some time. As a means to
fight inflation, the Federal Reserve has raised interest rates and expects to
continue to do so and has announced that it intends to reverse previously
implemented quantitative easing.

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

Europe. A significant percentage of the Securities held by the Trust are
issued by companies headquartered or incorporated in Europe. The Trust is
therefore subject to certain risks associated specifically with Europe.
Certain of the Securities in certain other Trusts are also issued by companies
headquartered or incorporated in Europe. A significant number of countries in
Europe are member states in the European Union, and the member states no
longer control their own monetary policies by directing independent interest
rates for their currencies. In these member states, the authority to direct
monetary policies, including money supply and official interest rates for the
Euro, is exercised by the European Central Bank. Furthermore, the European
sovereign debt crisis and the related austerity measures in certain countries
have had, and continues to have, a significant negative impact on the
economies of certain European countries and their future economic outlooks.
The United Kingdom's formal exit from the E.U. on January 31, 2020, along with
other recent rapid political and social changes throughout Europe, make the
extent and nature of future economic development in Europe and the effect on
Securities issued by European issuers difficult to predict.

Foreign Securities. All of the Securities held by the 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
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.

The purchase and sale of the non-U.S. listed Securities will generally occur
only in foreign securities markets. Because foreign securities exchanges may
be open on different days than the days during which investors may purchase or
redeem Units, the value of the Trust's Securities may change on days when
investors are not able to purchase or redeem Units. Although we do not believe

Page 13


that the Trust will have problems buying and selling these Securities, certain
of the factors stated above may make it impossible to buy or sell them in a
timely manner. Custody of certain of the Securities in the Trust is maintained
by Crest Co. Ltd. for United Kingdom Securities and Euroclear Bank, a global
custody and clearing institution, for all other foreign-listed Securities,
each of which has entered into a sub-custodian relationship with the Trustee.
In the event the Trustee informs the Sponsor of any material change in the
custody risks associated with maintaining assets with the entities above, the
Sponsor will instruct the Trustee to take such action as the Sponsor deems
appropriate to minimize such risk.

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

Exchange Rates. Because securities of foreign issuers not listed on a U.S.
securities exchange generally pay dividends and trade in foreign currencies,
the U.S. dollar value of these Securities (and therefore Units of the Trust)
will vary with fluctuations in foreign exchange rates. As the value of Units
of the Trust will vary with fluctuations in both the value of the underlying
securities as well as foreign exchange rates, an increase in value of the
Securities could be more than offset by a decrease in value of the foreign
currencies in which they are denominated against the U.S. dollar, resulting in
a decrease in value of the Units. Most foreign currencies have fluctuated
widely in value against the U.S. dollar for various economic and political
reasons. 

To determine the value of foreign Securities not listed on a U.S. securities
exchange or their dividends, the Sponsor will estimate current exchange rates
for the relevant currencies based on activity in the various currency exchange
markets. However, these markets can be quite volatile, depending on the
activity of the large international commercial banks, various central banks,
large multi-national corporations, speculators, hedge funds and other buyers
and sellers of foreign currencies. Since actual foreign currency transactions
may not be instantly reported, the exchange rates estimated by the Sponsor may
not reflect the amount the Trust would receive, in U.S. dollars, had the
Trustee sold any particular currency in the market. The value of the
Securities in terms of U.S. dollars, and therefore the value of your Units,
will decline if the U.S. dollar increases in value relative to the value of
the currencies in which the Securities trade. In addition, the value of
dividends received in foreign currencies will decline in value in terms of
U.S. dollars if the U.S. dollar increases in value relative to the value of
the currency in which the dividend was paid prior to the time in which the
dividend is converted to U.S. dollars.


Post-Brexit Risk. The United Kingdom's official departure from the European
Union (commonly referred to as "Brexit") led to volatility in global financial
markets, in particular those of the United Kingdom and across Europe, and the
weakening in political, regulatory, consumer, corporate and financial
confidence in the United Kingdom and Europe. Given the size and importance of
the United Kingdom's economy, uncertainty or unpredictability about its legal,
political and/or economic relationships with Europe has been, and may continue
to be, a source of instability and could lead to significant currency
fluctuations and other adverse effects on international markets and
international trade even under the post-Brexit trade guidelines. The economic
fallout of Brexit combined with political turmoil within the office of the
prime minister, staggering inflation, stagnant wages and wavering fiscal
policies, continue to push the United Kingdom's economy into a state of
crisis. In addition, depreciation of the British pound sterling and/or the
euro in relation to the U.S. dollar following Brexit may adversely affect
investments denominated in the British pound sterling and/or the euro. 

It is not currently possible to determine the extent of the impact that Brexit
may have on the Trust's investments and this uncertainty could negatively

Page 14


impact current and future economic conditions in the United Kingdom and other
countries, which could negatively impact the value of the Trust's investments. 


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

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

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

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


                                Public Offering

The Public Offering Price.

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

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

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

The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities, changes in the relevant currency
exchange rates, changes in the applicable commissions, stamp taxes, custodial
fees and other costs associated with foreign trading, 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

Page 15


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

Minimum Purchase.

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

Maximum Sales Charge.

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

Transactional Sales Charge.

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

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
1.85% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.185 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
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
charge payments of $.045 per Unit will be deducted from the Trust's assets on
approximately the twentieth day of each month from March 20, 2023 through May
19, 2023. If you buy Units at a price of less than $10.00 per Unit, the dollar
amount of the deferred sales charge will not change, but the deferred sales
charge on a percentage basis will be more than 1.35% of the Public Offering
Price.

Creation and Development Fee.

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

Discounts for Certain Persons.

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

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

Page 16


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

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

The Value of the Securities.

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

Page 17


the Sponsor shall use such other information available to the Sponsor which it
deems appropriate as the basis for determining the value of a Security.

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

                             Distribution of Units

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

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

Dealer Concessions.

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

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

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

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

Other Compensation and Benefits to Broker/Dealers.

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

Page 18


Advertising and Investment Comparisons.

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

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

                             The Sponsor's Profits

We will receive a gross sales commission equal to the maximum transactional
sales charge per Unit less any reduction as stated in "Public Offering." We
will also receive the amount of any collected creation and development fee.
Also, any difference between our cost to purchase the Securities and the price
at which we sell them to the Trust is considered a profit or loss (see Note 2
of "Notes to 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 fees to value
Trust Securities and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem your
Units before you have paid the total deferred sales charge on your Units, you
will have to pay the remainder at that time.

                             How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units 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.

Page 19


First Trust Advisors L.P., an affiliate of ours, acts as Portfolio Supervisor
and will be compensated for providing portfolio supervisory services as well
as bookkeeping and other administrative services 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 be compensated for providing evaluation
services and 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 the Sponsor, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of the Trust outstanding at any
time during the calendar year, except during the initial offering period, in
which case these fees are calculated based on the largest number of Units
outstanding during the period for which compensation is paid. These fees may
be adjusted for inflation without Unit holders' approval, but in no case will
the annual fees paid to us or our affiliates for providing services to all
unit investment trusts be more than the actual cost of providing such services
in such year.

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

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

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

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

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

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

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

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

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

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

                                   Tax Status

Federal Tax Matters.

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

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

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

Trust Status.

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

Page 20


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.

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

Page 21


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.

Rollovers.

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

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

                                Retirement Plans

You may purchase Units of the Trust for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

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

                             Rights of Unit Holders

Unit Ownership.

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

Page 22


you made the transaction. You may transfer your Units by contacting the
broker/dealer or bank through which you hold your Units. 

Unit Holder Reports.

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

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

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

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

- Amounts of income and capital distributed during the year.

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

                        Income and Capital Distributions

You will begin receiving distributions on your Units only after you become a
Record Owner. The Trustee will credit dividends received on 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 Account, 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
provided the amount equals at least $1.00 per 100 Units. No income
distribution will be paid if accrued expenses of the Trust exceed amounts in
the Income Account on the Distribution Dates. Distribution amounts will vary
with changes in the Trust's fees and expenses, in dividends received and with
the sale of Securities. The Trustee will distribute money in the Capital
Account monthly on the twenty-fifth day of each month to Unit holders of
record on the tenth day of such month if the amount available for distribution
from that account equals at least $1.00 per 100 Units. In any case, the
Trustee may distribute funds in the Capital Account in December of each year
to avoid imposition of any income or excise taxes on undistributed income in
the Trust and will distribute funds as part of the final liquidation
distribution. 


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

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

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

The Trustee may establish reserves (the "Reserve Account") within 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

Page 23


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

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

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

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

- For any other period permitted by SEC order.

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

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

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

6. other liabilities incurred by the Trust; and

dividing

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

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

                            Investing in a New Trust

When the Trust is about to terminate, you may have the option to roll your
proceeds into the next series of the Trust (the "New Trust") if one is
available. We intend to create the New Trust in conjunction with the
termination of the Trust and plan to apply the same strategy we used to select
the portfolio for the Trust to the New Trust.

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

Once all of the Securities are sold in connection with the termination of the
Trust, as described in "Amending or Terminating the Indenture," your proceeds,
less any brokerage fees, governmental charges or other expenses involved in
the sales, will be used to buy units of a New Trust or trust with a similar
investment strategy that you have selected, provided such trusts are

Page 24


registered and being offered. Accordingly, proceeds may be uninvested for up
to several days. Units purchased with rollover proceeds will generally be
purchased subject to the sales charge set forth in the prospectus for such
trust.

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

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

                       Removing Securities from the Trust

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

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

- Any action or proceeding prevents the payment of dividends; 

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

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

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

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

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

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

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

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

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

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

Page 25


                     Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

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

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

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

                     Information on the Sponsor and Trustee

The Sponsor.

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

- The First Trust Combined Series

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

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $545 billion in First Trust
unit investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of FINRA and SIPC. Our principal offices are at 120 East
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As of
December 31, 2021, the total partners' capital of First Trust Portfolios L.P.
was $125,276,503.

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

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

Page 26


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

                               Other Information

Legal Opinions.

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

Experts.

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

Supplemental Information.

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

Page 27


                                 FIRST TRUST(R)

            Strategic International Opportunity Portfolio, Series 24
                                    FT 10470

                                    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. 333-268368) 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: [email protected]


                               November 30, 2022


               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
10470 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 November 30, 2022. Capitalized terms have
been defined in the prospectus.


                               Table of Contents

Risk Factors
   Securities                                                   1
   Dividends                                                    1
   Foreign Issuers                                              1
   Emerging and Developing Markets                              2
   Exchange Rates                                               3
   Small and/or Mid Capitalization Companies                    4
Securities Selected for Strategic International 
   Opportunity Portfolio, Series 24                             4

Risk Factors

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

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

Foreign Issuers. The following section applies to individual Trusts which
contain Securities issued by, or invest in securities issued by, foreign
entities. Since certain of the Securities in 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

Page 1


capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are not
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, there may be less publicly available information than is available
from a domestic issuer. Also, foreign issuers are not necessarily subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition, fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the United States and there is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the United States. However, due
to the nature of the issuers of the Securities selected for the Trust, the
Sponsor believes that adequate information will be available to allow the
Supervisor to provide portfolio surveillance for the Trust. 

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

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

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

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

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

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

Practices pertaining to the settlement of securities transactions in emerging
and developing markets involve higher risks than those in developed markets,
in large part because of the need to use brokers and counterparties who are
less well capitalized, and custody and registration of assets in some
countries may be unreliable. As a result, brokerage commissions and other fees

Page 2


are generally higher in emerging and developing markets and the procedures and
rules governing foreign transactions and custody may involve delays in
payment, delivery or recovery of money or investments. Delays in settlement
could result in investment opportunities being missed if the Trust is unable
to acquire or dispose of a security. Certain foreign investments may also be
less liquid and more volatile than U.S. investments, which may mean at times
that such investments are unable to be sold at desirable prices.

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

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

Exchange Rates. This Trust is comprised of Securities that are principally
traded in foreign currencies and as such, involve investment risks that are
substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The United
States dollar value of the portfolio (and hence of the Units) and of the
distributions from the portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the relevant currencies. Most foreign
currencies have fluctuated widely in value against the United States dollar
for many reasons, including supply and demand of the respective currency, the
rate of inflation in the respective economies compared to the United States,
the impact of interest rate differentials between different currencies on the
movement of foreign currency rates, the balance of imports and exports goods
and services, the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United States and other
countries.

The post-World War II international monetary system was, until 1973, dominated
by the Bretton Woods Treaty which established a system of fixed exchange rates
and the convertibility of the United States dollar into gold through foreign
central banks. Starting in 1971, growing volatility in the foreign exchange
markets caused the United States to abandon gold convertibility and to effect
a small devaluation of the United States dollar. In 1973, the system of fixed
exchange rates between a number of the most important industrial countries of
the world, among them the United States and most Western European countries,
was completely abandoned. Subsequently, major industrialized countries have
adopted "floating" exchange rates, under which daily currency valuations
depend on supply and demand in a freely fluctuating international market. Many
smaller or developing countries have continued to "peg" their currencies to
the United States dollar although there has been some interest in recent years
in "pegging" currencies to "baskets" of other currencies or to a Special
Drawing Right administered by the International Monetary Fund. In Europe, the
euro has been developed. Currencies are generally traded by leading
international commercial banks and institutional investors (including
corporate treasurers, money managers, pension funds and insurance companies).
From time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of preventing
or reducing substantial exchange rate fluctuations.

Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of currencies, interest rate
differentials between the currencies and the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well-particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling
large amounts of the same currency or currencies. However, over the long term,
the currency of a country with a low rate of inflation and a favorable balance

Page 3


of trade should increase in value relative to the currency of a country with a
high rate of inflation and deficits in the balance of trade.

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 Strategic International Opportunity Portfolio, Series
24 


Australia
_________

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

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

Belgium
_______

Cofinimmo S.A., headquartered in Brussels, Belgium, is a real estate
investment and management company specializing in rental property. The
company's investment segments include health care, office, corporate and
public properties.

UCB S.A., headquartered in Brussels, Belgium, is a biopharmaceutical company
that engages in the research, development, manufacture and marketing of
products for central nervous system disorders and immunology.

Warehouses de Pauw SCA, headquartered in Flemish Brabant, Belgium, is a real
estate investment trust. The company invests in and develops and semi-
industrial and logistics properties.

Brazil
______

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.

Vale S.A. (ADR), headquartered in Rio de Janeiro, Brazil, is a large producer
and exporter of iron ore and pellets, as well as a producer of manganese and
ferro-alloys, which are very important raw materials for steelmaking. The
company also produces copper, bauxite, kaolin, potash, alumina and aluminum.

Canada
______

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

Cenovus Energy Inc., headquartered in Calgary, Canada, is an integrated oil
company with production facilities in Alberta and Saskatchewan and interests
in refineries in Illinois and Texas.

CGI Inc., headquartered in Montreal, Canada, through its subsidiaries,
provides information technology and management consulting services worldwide.
Services include business transformation, strategic planning and systems
architecture.

Page 4


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

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

The Toronto-Dominion Bank, headquartered in Toronto, Canada, and its
subsidiaries, provide retail and commercial banking, wealth management and
wholesale banking products and services in the United States, Canada and
internationally.

Chile
_____

Sociedad Quimica y Minera de Chile S.A. (ADR), headquartered in Santiago,
Chile, manufactures various specialty plant nutrition products, including
sodium nitrate, potassium nitrate, potassium sulfate, and sodium potassium
nitrate, which are used on tobacco, coffee, vegetables, sugar cane and other
high-value crops. The company also produces industrial chemicals, iodine and
lithium. The company markets its products worldwide.

Denmark
_______

Carlsberg A/S (Class B), headquartered in Valby, Denmark, through its
subsidiary Carlsberg Breweries A/S, brews Carlsberg and Tuborg beers and
smaller regional and local brands. The company also makes and sells Coca-Cola
in Denmark and Finland and Pepsi in Sweden and Norway.

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

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

France
______

BNP Paribas S.A. (ADR), headquartered in Paris, France, offers corporate,
retail, and investment banking operations. The company also has divisions
which focus on international retail banking, specialized financial services,
private banking, asset management and insurance, and advise on mergers and
acquisitions, capital restructuring and privatizations.

Legrand S.A., headquartered in Limoges, France, specializes in products and
systems for electrical installations and information networks for residential,
commercial and industrial customers.

LVMH Moet Hennessy Louis Vuitton SE (ADR), headquartered in Paris, France, is
a luxury goods company whose business activities are divided into five
business groups: Wines and Spirits; Perfumes and Cosmetics; Watches and
Jewelry; Fashion and Leather Goods; and Selective Retailing.

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

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

Germany
_______

Bayer AG (ADR), headquartered in Leverkusen, Germany, manufactures industrial
chemicals and polymers, as well as human and animal health care products,
pharmaceuticals and agricultural crop protection agents. The company markets
its products to the automotive, electronic, medical, construction, farming,
textile, utility and printing industries worldwide.

Brenntag SE, headquartered in Essen, Germany, engages in the distribution of
industrial and specialty chemicals worldwide. The company serves the oil and
gas, paint, cosmetic, pharmaceutical and water treatment industries.

Deutsche Boerse AG, headquartered in Frankfurt, Germany, is an exchange
organization that provides services to enable market participants to issue and
trade securities. The company has operations in Europe, the Americas and the
Asia-Pacific region.

Page 5


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

E.ON SE, headquartered in Essen, Germany, is a multi-national company which
generates, distributes and trades electricity to industrial, commercial and
residential customers. Additionally, the company distributes gas and drinking
water. The company also manufactures flexible ceramic membranes and polymers,
buys and sells residential properties, and develops real estate.

Fresenius Medical Care AG & Co. KGaA, headquartered in Bad Homburg, Germany,
provides products and services to refresh renal disease patients and their
kidneys. The company is one of the largest dialysis providers in the world.

Fresenius SE & Co. KGaA, headquartered in Bad Homburg, Germany, offers kidney
dialysis services and manufactures and distributes equipment and products used
in the treatment of dialysis patients. The company operates worldwide.

LEG Immobilien SE, headquartered in Dusseldorf, Germany, is a property
management company. The company rents and sells apartments, offers location
development and property management services, generates electricity and heat,
manages equity investment portfolios, and invests in commercial real estate.

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.

Indonesia
_________

PT Bank Mandiri (Persero) Tbk (ADR), headquartered in Jakarta, Indonesia, is
the result of a merger of four state-owned banks. The bank offers a full line
of retail and commercial banking services and has other international branch
locations.

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.

Ireland
_______

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

CRH Plc, headquartered in Dublin, Ireland, manufactures cement, concrete
products, aggregates, asphalt, clay bricks, chemical lime, security fencing
products, roofing, insulation and other building materials. The company also
operates builders merchant locations and DIY stores.

Italy
_____

A2A SpA, headquartered in Brescia, Italy, is a utility company. The company
engages in the production, sale, and distribution of electricity, gas and
heat. The company also offers integrated water supply and waste treatment
management services.

Buzzi Unicem SpA, headquartered in Casale Monferrato, Italy, is an industrial
construction company. Together with its subsidiaries, the company
manufactures, distributes and sells cement and natural aggregates.

Eni SpA (ADR), headquartered in Rome, Italy, operates in the oil and natural
gas, petrochemicals, and oil field services industries. The company generates
and trades electricity and operates oil refineries. The company has operations
internationally.

Poste Italiane SpA, headquartered in Rome, Italy, is a postal service company
owned by the Italian government. The company provides postal products and
express mail services, as well as various financial services throughout Italy.

Page 6


Japan
_____

Honda Motor Co., Ltd. (ADR), headquartered in Tokyo, Japan, develops,
produces, and manufactures a variety of motor products, ranging from small
general-purpose engines and scooters to specialty sports cars. The company
markets its products globally and also provides financing to its dealers and
customers.

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

Jordan
______

Hikma Pharmaceuticals Plc, headquartered in London, England, is a
multinational pharmaceuticals company which develops, manufactures and sells
sterile injectable products and generic non-injectables across the globe. The
company also manfactures sterile medicinal containers. Its operations span 29
manufacturing plants in 11 countries.

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.

The Netherlands
_______________

LyondellBasell Industries N.V., headquartered in Rotterdam, the Netherlands,
is an independent chemical company. Together with its subsidiaries, the
company manufactures and markets chemicals and polymers used for packaging,
durable textiles, clean fuels, medical applications and automotive parts.

NXP Semiconductors N.V., headquartered in Eindhoven, the Netherlands, is a
global semiconductor company that designs semiconductors and software for
consumer electronics, mobile communications, in-car entertainment, security
applications and networking.

Wolters Kluwer N.V., headquartered in Alphen aan den Rijn, the Netherlands, is
a global information services and publishing company. The company provides
products and services for professionals in the health, tax, accounting,
corporate, financial services, legal and regulatory sectors.

Norway
______

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

Sweden
______

Assa Abloy AB (Class B), headquartered in Stockholm, Sweden, produces
mechanical, industrial, electromagnetic and electronic locks. The company also
offers locking systems for cars, parking meters, payphones and gaming machines
as well as providing lock systems for hotels, office complexes, hospitals and
schools. The company also offers security planning, maintenance and consulting
services for institutional locking systems.

Atlas Copco AB (Class A), headquartered in Stockholm, Sweden, is an
international industrial group. The company develops, manufactures and markets
compressed air equipment and generators, construction and mining equipment,
electric and pneumatic tools, and assembly systems and offers related
services. The company also rents equipment, and markets to manufacturing,
building, construction and mining companies worldwide.

Castellum AB, headquartered in Gothenburg, Sweden, is a real estate investment
company. The company, through subsidiaries, buys, develops, improves and
manages properties in selected areas in Sweden.

Epiroc AB (Class A), headquartered in Norsborg, Sweden, is a construction and
mining machinery company. Together with its subsidiaries, the company develops
and manufactures loaders and forklifts, drill rigs and rock drilling tools
worldwide.

Evolution AB, headquartered in Stockholm, Sweden, markets, produces, develops
and licenses casino and slots solutions to gaming operators.

Getinge AB (Class B), headquartered in Gothenburg, Sweden, is a medical
technology company. The company provides products for operating rooms,
intensive-care units, life science companies and sterilization departments.

Page 7

Telefonaktiebolaget LM Ericsson (Class B), headquartered in Stockholm, Sweden,
is engaged in the development and manufacture of wired and mobile
communications products for use in public and private networks. The company
also installs communications systems, call center equipment, wireless
microwave links and radar systems.

Volvo AB (ADR), headquartered in Gothenborg, Sweden, operates worldwide as a
commercial vehicle manufacturer. The company manufactures trucks, buses,
engines and construction equipment as well as providing financial services.

Switzerland
___________

ABB Ltd (ADR), headquartered in Zurich, Switzerland, is a technology company.
The company specializes in electrification products, robotics, industrial
automation and power grids serving the industrial, transportation, utilities
and infrastructure sectors.

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

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

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

PSP Swiss Property AG, headquartered in Zug, Switzerland, is a leading real
estate company in Switzerland. The company owns a variety of office buildings
in prime locations.

TE Connectivity Ltd., headquartered in Schaffhausen, Switzerland, provides
engineered electronic components, network solutions, undersea
telecommunication systems and wireless systems.

Temenos AG (Registered), headquartered in Geneva, Switzerland, is a banking
software company. The company provides software solutions, subscription
arrangements, consulting and training activities.

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.

United Kingdom
______________

Anglo American Plc (ADR), headquartered in London, England, is a global mining
company. The company's mining portfolio includes bulk commodities, base
metals, precious metals and minerals.

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

BAE Systems Plc (ADR), headquartered in London, England, manufactures products
for the military defense sector and the civil aircraft market. The company's
military products include aircraft, submarines and assorted ships,
electronics, sensors and assorted ammunition and weapons systems. The
company's civil aircraft operations include the manufacturing of planes and
jet wings, and various engineering services.

Bunzl Plc, headquartered in London, England, is a distributor of non-food
consumable products. Products include food packaging, foodservice disposables,
labels and first-aid products. Clients include grocery stores, convenience
stores, food wholesalers and retail chains. The company has operations globally.

CNH Industrial N.V., incorporated in the Netherlands and headquartered in
London, England, designs, manufactures and markets agricultural and
construction equipment, trucks and commercial vehicles. The company also
provides insurance, financial services and leasing services to its customers.

Croda International Plc, headquartered in East Yorkshire, England, is the
holding company for a group of companies that manufacture a diverse range of
chemicals and chemical products, including industrial chemicals and
oleochemicals. The company's products are used in the personal care,
pharmaceutical, plastics, food processing, nutrition, fire prevention,
engineering and automotive industries.

Page 8

Diageo Plc (ADR), headquartered in London, England, markets and distills
alcoholic beverages. Liquor and beer products include the premium brand names
"Smirnoff," "J&B," "Johnnie Walker," "Baileys," "Harp" and "Guinness Stout."

Ferguson Plc, headquartered in Wokingham, England, is a distributor of
plumbing and heating products. The company offers plumbing and heating
solutions to contractors and consumers in North America and Europe.

GSK Plc (ADR), headquartered in Brentford, England, is a health care company.
The company researches, develops, produces and markets pharmaceutical
medicines, vaccines and consumer health care products.

Imperial Brands Plc (ADR), headquartered in Bristol, England, is an
international tobacco company that manufactures, markets and sells a range of
cigarettes, tobaccos, rolling papers and cigars.

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

Segro Plc, headquartered in Slough, England, is a property investment and
development company. The company develops and invests in property located in
the United Kingdom, Continental Europe and the United States.

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

Stellantis N.V., incorporated in the Netherlands and headquartered in London,
England, is an international automotive group. The company is engaged in
designing, manufacturing, engineering, distributing and selling vehicles and
production systems.

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


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

Page 9


 

Undertaking

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

 

CONTENTS OF REGISTRATION STATEMENT

A.Bonding Arrangements of Depositor:

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

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

 

The facing sheet

 

The Prospectus

 

The signatures

 

Exhibits

 

 

S-1

 

 

SIGNATURES

The Registrant, FT 10470, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8965; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040; FT 9042; FT 9058; FT 9068; FT 9203; FT 9204; FT 9303; FT 9305; FT 9326; FT 9327; FT 9372; FT 9401; FT 9402; FT 9403; FT 9474; FT 9513; FT 9514; FT 9611; FT 9630; FT 9709; FT 9872; FT 9908; FT 9911; FT 9923; FT 9937; FT 9950; FT 9961; FT 9977; FT 9978; FT 10051; FT 10057; FT 10105; FT 10109; FT 10121; FT 10272; FT 10295 and FT 10323 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 10470, 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 November 30, 2022.

 

FT 10470

 

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**
)    November 30, 2022
James M. Dykas Chief Financial Officer of First Trust Portfolios L.P. )
)
Christina Knierim Controller of First Trust Portfolios L.P. )
)

 

*The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios L.P., the Depositor.
**Executed copies of the related powers of attorney were filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 10131 (File No. 333-264568) and the same is hereby incorporated herein by this reference.

 

 

S-3

 

 

CONSENT OF COUNSEL

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

Consent of Independent Registered Public Accounting Firm

The consent of Deloitte & Touche LLP to the use of its name in the Prospectus included in the Registration Statement is filed as Exhibit 4.1 to the Registration Statement.

 

S-4

 

EXHIBIT INDEX

 

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

 

1.1.1Trust Agreement for FT 10470, effective November 30, 2022 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, and First Trust Advisors L.P., as Portfolio Supervisor.

 

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

 

1.3Amended and Restated Limited Partnership Agreement of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

 

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

 

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

 

1.7Fund of Funds Agreements (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-261661] filed on behalf of FT 9909, Amendment No. 1 to Form S-6 [File No. 333-261297] filed on behalf of FT 9857, Amendment No. 1 to Form S-6 [File No. 333-262164] filed on behalf of FT 9948, Amendment No. 1 to Form S-6 [File No. 333-262344] filed on behalf of FT 9965 and Amendment No. 1 to Form S-6 [File No. 333-263845] filed on behalf of FT 10083).

 

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

 

 

S-5

 

 

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

 

4.1Consent of Independent Registered Public Accounting Firm.

 

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

 

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

 

 

S-6

ATTACHMENTS / EXHIBITS

MEMORANDUM OF CHANGES

TRUST AGREEMENT

OPINION REGARDING LEGALITY

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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