As filed with the Securities and Exchange Commission on January 29, 2018
1933 Act Registration No. 333-182308
1940 Act Registration No. 811-22717
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form N-1A
Registration Statement Under the Securities Act of 1933 | [ ] |
Pre-Effective Amendment No. __ | [ ] |
Post-Effective Amendment No. 88 | [X] |
and/or | |
Registration Statement Under the Investment Company Act of 1940 | [ ] |
Amendment No. 90 | [X] |
First Trust Exchange-Traded Fund VI
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (800) 621-1675
W. Scott Jardine, Esq., Secretary
First Trust Exchange-Traded Fund VI
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
(Name and Address of Agent for Service)
Copy to:
Eric F. Fess, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 1, 2018 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Contents of Post-Effective Amendment No. 88
This Registration Statement comprises the following papers and contents:
The Facing Sheet
Part A - Prospectus for First Trust Dorsey Wright Focus 5 ETF, First Trust Dorsey Wright International Focus 5 ETF, First Trust Dorsey Wright Dynamic Focus 5 ETF, First Trust NASDAQ Technology Dividend Index Fund, First Trust RBA American Industrial Renaissance ® ETF, First Trust RBA Quality Income ETF, First Trust Rising Dividend Achievers ETF, International Multi-Asset Diversified Income Index Fund and Multi-Asset Diversified Income Index Fund; Prospectus for First Trust BuyWrite Income ETF and First Trust Hedged BuyWrite Income ETF
Part B - Statement of Additional Information for First Trust Dorsey Wright Focus 5 ETF, First Trust Dorsey Wright International Focus 5 ETF, First Trust Dorsey Wright Dynamic Focus 5 ETF, First Trust NASDAQ Technology Dividend Index Fund, First Trust RBA American Industrial Renaissance ® ETF, First Trust RBA Quality Income ETF, First Trust Rising Dividend Achievers ETF, International Multi-Asset Diversified Income Index Fund and Multi-Asset Diversified Income Index Fund; Statement of Additional Information for First Trust BuyWrite Income ETF and First Trust Hedged BuyWrite Income ETF
Part C - Other Information
Signatures
Index to Exhibits
Exhibits
First Trust
Exchange-Traded Fund VI |
FUND NAME | TICKER SYMBOL | EXCHANGE |
First Trust Dorsey Wright Dynamic Focus 5 ETF | FVC | Nasdaq |
First Trust Dorsey Wright Focus 5 ETF | FV | Nasdaq |
First Trust Dorsey Wright International Focus 5 ETF | IFV | Nasdaq |
First Trust Rising Dividend Achievers ETF | RDVY | Nasdaq |
First Trust NASDAQ Technology Dividend Index Fund | TDIV | Nasdaq |
First Trust RBA American Industrial Renaissance ® ETF | AIRR | Nasdaq |
First Trust RBA Quality Income ETF | QINC | Nasdaq |
International Multi-Asset Diversified Income Index Fund | YDIV | Nasdaq |
Multi-Asset Diversified Income Index Fund | MDIV | Nasdaq |
Summary Information | |
|
3 |
|
10 |
|
17 |
|
24 |
|
30 |
|
36 |
|
42 |
|
48 |
|
55 |
|
62 |
|
62 |
|
65 |
|
69 |
|
70 |
|
71 |
|
72 |
|
73 |
|
75 |
|
75 |
|
76 |
|
76 |
|
76 |
|
78 |
|
88 |
|
91 |
|
95 |
|
103 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.30% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Acquired Fund Fees and Expenses | 0.59% |
Total Annual Fund Operating Expenses | 0.89% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$91 | $337 | $603 | $1,364 |
1. | The selection universe of the Index begins with all of the First Trust ETFs and the Cash Index. |
2. | The Index then identifies the First Trust ETFs that are designed to target a specific sector or industry group, or that have a significant overweight towards a particular sector or industry group. The selected ETFs must also satisfy certain trading volume and liquidity requirements. |
3. | The sector and industry-based First Trust ETFs are then ranked using a relative strength methodology that is based upon each ETF’s market performance. Relative strength is a momentum technique that relies on unbiased, unemotional and objective data, rather than biased forecasting and subjective research. Relative strength is a way of recording historic performance patterns, and the Index uses relative strength signals as a trend indicator for current momentum trends of a security versus another security. |
4. | The Index then selects the five top-ranking First Trust sector and industry-based ETFs according to the proprietary relative strength methodology for inclusion in the Index. |
5. | The Index is evaluated on a bi-monthly basis (occurring in the second and fourth weeks of the month containing a Friday with the exception of the month of December wherein the Index holdings are evaluated once, in the second week of the month containing a Friday), and the five positions within the Index are held as long as those positions continue to suggest that they will outperform the majority of the inventory of other potential First Trust ETFs on a relative basis. An ETF included in the Index will only be removed if it falls to the bottom half of the universe of First Trust sector and industry-based ETFs according to the Index’s relative strength methodology. A new ETF is only added to the Index when a current member is removed. The Index will always be comprised of five First Trust sector and industry-based ETFs. The relative strength analysis is conducted on weeks containing the second and fourth Friday of the month with the exception of the week between Christmas Day and New Year’s Day. When a sector or industry ETF addition or deletion is made, the portfolio is rebalanced so each position is equally weighted. |
6. | In instances where the relative strength begins to diminish among more than one-third of the potential First Trust sector and industry-based ETFs relative to the Cash Index, the Index allocates to the Cash Index. The target allocation to the Cash Index is equal to the percentile rank of the Cash Index within the Index’s relative strength rankings. The Cash Index may constitute between 0% and 95% of the Index; however, the maximum level that the Cash Index can be increased or decreased during an evaluation week is limited to 33% per evaluation. Changes in the Cash Index allocation within the Index will not cause the five First Trust sector and industry-based ETFs in the Index to be rebalanced back to equally weighted. For more information regarding the Index, please refer to the “Index Information” section of the prospectus. |
1. | First Trust Dow Jones Internet Index Fund (FDN) |
2. | First Trust Nasdaq Bank ETF (FTXO) |
3. | First Trust Industrials/Producer Durables AlphaDEX ® Fund (FXR) |
4. | First Trust NASDAQ-100-Technology Sector Index Fund (QTEC) |
5. | First Trust Technology AlphaDEX ® ETF (FXL) |
Best Quarter | Worst Quarter | ||
5.79% | December 31, 2017 | 3.29% | June 30, 2017 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 19.84% | 15.73% | 3/17/2016 |
Return After Taxes On Distributions | 19.50% | 15.36% | |
Return After Taxes on Distributions and Sale of Fund Shares | 11.22% | 11.96% | |
Dorsey Wright Dynamic Focus Five Index (reflects no deduction for fees, expenses or taxes) | 20.25% | 16.15% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 18.68% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.30% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Acquired Fund Fees and Expenses | 0.59% |
Total Annual Fund Operating Expenses | 0.89% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$91 | $337 | $603 | $1,364 |
1. | The selection universe of the Index begins with all of the First Trust ETFs. |
2. | The Index Provider then identifies the First Trust ETFs that are designed to target a specific sector or industry group, or that have a significant overweight towards a particular sector or industry group. |
3. | The components are then ranked using a relative strength methodology that is based upon each ETF’s market performance and characteristics that the Index Provider believes offer the greatest potential to outperform the other ETFs in the selection universe. Relative strength is a momentum technique that relies on unbiased, unemotional and objective data, rather than biased forecasting and subjective research. Relative strength is a way of recording historic performance patterns, and the Index Provider uses relative strength signals as a trend indicator for current momentum trends of a security versus another security. |
4. | The Index Provider then uses its proprietary relative strength methodology to select the five top-ranking First Trust ETFs that satisfy trading volume and liquidity requirements for inclusion in the Index. |
5. | The Index is evaluated on a bi-monthly basis (occurring in the second and fourth weeks of the month containing a Friday with the exception of the month of December wherein the Index holdings are evaluated once, in the second week of the month containing a Friday), and the five positions within the Index are held as long as those positions continue to suggest that they will outperform the majority of the inventory of other potential First Trust ETFs on a relative basis. An Index component will only be removed if it falls to the bottom half of the universe of First Trust ETFs according to the Index Provider’s proprietary relative strength methodology. An ETF is only added to the Index when a current member is removed. The Index will always be comprised of five First Trust ETFs. On the day that an addition or deletion is made to the Index, the Index is rebalanced so that the components are equally weighted. For more information regarding the Index, please refer to the “Index Information” section of the prospectus. |
1. | First Trust Dow Jones Internet Index Fund (FDN) |
2. | First Trust Technology AlphaDEX ® Fund (FXL) |
3. | First Trust Industrials/Producer Durables AlphaDEX ® Fund (FXR) |
4. | First Trust NASDAQ-100-Technolody Sector Index Fund (QTEC) |
5. | First Trust Nasdaq Bank ETF (FTXO) |
Best Quarter | Worst Quarter | ||
9.05% | March 31, 2015 | -10.31% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 19.86% | 9.26% | 3/5/2014 |
Return After Taxes On Distributions | 19.51% | 9.03% | |
Return After Taxes on Distributions and Sale of Fund Shares | 11.24% | 7.14% | |
Dorsey Wright Focus Five Index (reflects no deduction for fees, expenses or taxes) | 20.25% | 9.72% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.05% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.30% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Acquired Fund Fees and Expenses | 0.76% |
Total Annual Fund Operating Expenses | 1.06% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$108 | $391 | $694 | $1,557 |
1. | The selection universe of the Index begins with all of the First Trust ETFs. |
2. | The Index Provider then identifies the First Trust ETFs that are designed to target a specific country or region, or that have a significant overweight towards a particular country or region. |
3. | The components of the Index’s potential inventory are then ranked using a relative strength methodology that is based upon each ETF’s market performance and characteristics that the Index Provider believes offer the greatest potential to outperform the other ETFs in the selection universe. Relative strength is a momentum technique that relies on unbiased, unemotional and objective data, rather than biased forecasting and subjective research. Relative strength is a way of recording historic performance patterns, and the Index Provider uses relative strength signals as a trend indicator for current momentum trends of a security versus another security. |
4. | The Index Provider then selects the five top-ranking First Trust ETFs according to the proprietary relative strength methodology for inclusion in the Index. |
5. | The Index is evaluated on a bi-monthly basis, and the five positions within the Index are held as long as those positions continue to suggest that they will outperform the majority of the inventory of other potential First Trust ETFs on a relative basis. An Index component will only be removed if it falls to the bottom half of the universe of First Trust ETFs according to the Index Provider’s proprietary relative strength methodology. An ETF is only added to the Index when a current member is removed. The Index will always be comprised of five First Trust ETFs. When an addition or deletion is made to the Index, the Index is rebalanced so that each position is equally weighted. |
1. | First Trust Developed Markets ex-US AlphaDEX ® Fund (FDT) |
2. | First Trust Chindia ETF (FNI) |
3. | First Trust Germany AlphaDEX ® Fund (FGM) |
4. | First Trust BICK Index Fund (BICK) |
5. | First Trust Switzerland AlphaDEX ® Fund (FSZ) |
Best Quarter | Worst Quarter | ||
12.42% | March 31, 2017 | -11.61% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 32.26% | 4.30% | 7/22/2014 |
Return After Taxes On Distributions | 31.43% | 3.74% | |
Return After Taxes on Distributions and Sale of Fund Shares | 18.25% | 3.03% | |
Dorsey Wright International Focus Five Index (reflects no deduction for fees, expenses or taxes) | 32.66% | 4.61% | |
MSCI All Country World Ex-US Index (reflects no deduction for fees, expenses or taxes) | 27.19% | 3.84% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.50% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.50% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$51 | $215 | $392 | $907 |
• | be a member of the NASDAQ US Benchmark Index (NQUSB); |
• | not be classified as Real Estate Investment Trust according to the Industry Classification Benchmark (ICB: 8670); |
• | rank in top 500 by market capitalization; |
• | have a minimum three-month average daily dollar trading value of $5 million; |
• | have paid a dividend in the trailing 12 months greater than the dividend paid in the trailing 12-month period three and five years prior; |
• | having earnings per share in the most recent fiscal year greater than the earnings per share the three fiscal years prior; |
• | have a cash-to-debt ratio greater than 50%; and |
• | have a trailing 12-month payout ratio no greater than 65%. |
Best Quarter | Worst Quarter | ||
11.92% | December 31, 2016 | -6.94% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 22.58% | 12.84% | 1/6/2014 |
Return After Taxes On Distributions | 21.87% | 11.89% | |
Return After Taxes on Distributions and Sale of Fund Shares | 12.75% | 9.62% | |
NASDAQ U.S. Rising Dividend Achievers Index (reflects no deduction for fees, expenses or taxes) | 23.24% | 13.44% | |
Dow Jones U.S. Select Dividend TM Index (reflects no deduction for fees, expenses or taxes) | 15.44% | 12.94% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.50% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.50% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$51 | $215 | $392 | $907 |
Best Quarter | Worst Quarter | ||
11.04% | March 31, 2013 | -7.31% | September 30, 2015 |
1 Year | 5 Years |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 21.90% | 15.61% | 14.06% | 8/13/2012 |
Return After Taxes On Distributions | 20.61% | 14.32% | 12.80% | |
Return After Taxes on Distributions and Sale of Fund Shares | 12.34% | 11.85% | 10.61% | |
NASDAQ Technology Dividend Index SM (reflects no deduction for fees, expenses or taxes) | 22.71% | 16.36% | 14.79% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 15.12% | |
S&P 500 ® Information Technology Index (reflects no deduction for fees, expenses or taxes) | 38.83% | 20.90% | 18.51% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.70% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.70% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$72 | $278 | $501 | $1,144 |
1. | Start with a universe of U.S. exchange-traded equities, including depositary receipts, but excluding over-the-counter traded securities. |
2. | Include securities from only the following Global Industry Classification Standard ( “GICS” ) industries: (a) Commercial Services & Supplies; (b) Construction & Engineering; (c) Electrical Equipment; and (d) Machinery. |
3. | Include securities from the financial sector as classified by GICS that meet the following criteria: (a) a member of the Banks GICS industry; (b) have a business focus on regional commercial lending; and (c) domiciled in traditional mid-western manufacturing states, such as Pennsylvania, Wisconsin, Michigan, Ohio, Illinois, Indiana and Iowa. |
4. | The companies included in the Index must have non-U.S. sales of less than 25%, which ensures that the majority of a company’s revenues are derived from the United States. |
5. | The securities included in the Index must be of companies that have a positive median 12-months forward earnings consensus estimate. |
Best Quarter | Worst Quarter | ||
15.41% | December 31, 2016 | -15.77% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 16.36% | 9.02% | 3/10/2014 |
Return After Taxes On Distributions | 16.20% | 8.86% | |
Return After Taxes on Distributions and Sale of Fund Shares | 9.25% | 6.97% | |
Richard Bernstein Advisors American Industrial Renaissance ® Index (reflects no deduction for fees, expenses or taxes) | 17.21% | 9.90% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.03% | |
S&P 500 ® Industrials Index (reflects no deduction for fees, expenses or taxes) | 21.03% | 11.82% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.70% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.70% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$72 | $278 | $501 | $1,144 |
1. | Start with a universe of U.S. exchange-traded equities including depositary receipts, but excluding over-the-counter traded securities. |
2. | Exclude preferred securities, master limited partnerships (MLPs) and mortgage real estate investment trusts (REITs). |
3. | The securities included in the Index must be of companies that have an Indicated Dividend Yield (Bloomberg) greater than the MSCI All Country World Index actual trailing dividend yield. |
4. | The securities included in the Index must be of companies that have an indicated dividend yield, as calculated by Bloomberg, of less than 50%. |
5. | Remove the securities that are in the top decile of indicated dividend yield, as calculated by Bloomberg. |
6. | The securities included in the Index must be of companies that have a Total Debt/Total Equity that is less than Actual Total Debt/Total Equity for the MSCI All Country World Index. |
7. | The securities included in the Index must have earnings per share (EPS) growth variability less than that of the MSCI All Country World Index. |
8. | Exclude companies with negative trailing year-over-year EPS growth. |
Best Quarter | Worst Quarter | ||
8.54% | March 31, 2016 | -4.77% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 13.56% | 9.23% | 3/10/2014 |
Return After Taxes On Distributions | 12.36% | 8.03% | |
Return After Taxes on Distributions and Sale of Fund Shares | 7.64% | 6.60% | |
Richard Bernstein Advisors Quality Income Index (reflects no deduction for fees, expenses or taxes) | 14.47% | 10.16% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.03% | |
Dow Jones U.S. Select Dividend TM Index (reflects no deduction for fees, expenses or taxes) | 15.44% | 12.76% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.70% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Acquired Fund Fees and Expenses | 0.09% |
Total Annual Fund Operating Expenses | 0.79% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$81 | $306 | $550 | $1,248 |
Index Segment | Percentage of the Index |
Dividend-paying equity securities | 20% |
REITs | 20% |
Preferred securities | 20% |
Infrastructure companies | 20% |
Fixed income ETF | 20% |
Best Quarter | Worst Quarter | ||
7.81% | March 31, 2017 | -11.70% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 20.94% | 3.72% | 8/22/2013 |
Return After Taxes On Distributions | 18.37% | 1.42% | |
Return After Taxes on Distributions and Sale of Fund Shares | 11.78% | 1.75% | |
NASDAQ International Multi-Asset Diversified Income Index SM (reflects no deduction for fees, expenses or taxes) | 22.82% | 5.37% | |
MSCI World ex USA Index (reflects no deduction for fees, expenses or taxes) | 24.21% | 6.41% | |
Dow Jones EPAC Select Dividend TM Index (reflects no deduction for fees, expenses or taxes) | 19.91% | 4.71% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.60% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Acquired Fund Fees and Expenses | 0.22% |
Total Annual Fund Operating Expenses | 0.82% |
Fee Waiver (2) | 0.12% |
Total Annual Fund Operating Expenses After Fee Waiver | 0.70% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
(2) | Pursuant to a contractual agreement between the Trust, on behalf of the Fund, and First Trust Advisors, L.P., the Fund’s investment advisor, the management fees paid to the Fund’s investment advisor will be reduced by the proportional amount of the management fees earned by the Fund on assets invested in other investment companies advised by the Fund’s investment advisor. This contractual agreement shall continue until the earliest of (i) January 31, 2019, (ii) its termination at the direction of the Trust’s Board of Trustees or (iii) upon the termination of the Investment Management Agreement by and between the Fund, the Trust and the Fund’s investment advisor. |
1 Year | 3 Years | 5 Years | 10 Years |
$72 | $304 | $554 | $1,272 |
Best Quarter | Worst Quarter | ||
11.30% | March 31, 2013 | -5.84% | September 30, 2015 |
1 Year | 5 Years |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 5.46% | 5.36% | 5.16% | 8/13/2012 |
Return After Taxes On Distributions | 2.78% | 2.63% | 2.51% | |
Return After Taxes on Distributions and Sale of Fund Shares | 3.07% | 2.85% | 2.74% | |
NASDAQ US Multi-Asset Diversified Income Index SM (reflects no deduction for fees, expenses or taxes) | 6.13% | 6.09% | 5.90% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 15.12% | |
Dow Jones U.S. Select Dividend TM Index (reflects no deduction for fees, expenses or taxes) | 15.44% | 15.57% | 14.75% |
• | Daniel J. Lindquist, Chairman of the Investment Committee and Managing Director of First Trust |
• | Jon C. Erickson, Senior Vice President of First Trust |
• | David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director of First Trust |
• | Roger F. Testin, Senior Vice President of First Trust |
• | Stan Ueland, Senior Vice President of First Trust |
• | Chris A. Peterson, Senior Vice President of First Trust |
• | Limited Voting Rights. Generally, holders of preferred securities (such as a Fund) have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, once the issuer pays all the arrearages, the preferred security holders no longer have voting rights. |
• | Special Redemptions Rights. In certain circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws. As with call provisions, a special redemption by the issuer may negatively impact the return of the security held by a Fund. |
• | Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If a Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for federal income tax purposes although it has not yet received such income in cash. |
• | Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments and therefore will be subject to greater credit risk than those debt instruments. |
• | Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities. |
• | Mr. Lindquist is Chairman of the Investment Committee and presides over Investment Committee meetings. Mr. Lindquist is responsible for overseeing the implementation of each Fund’s investment strategy. Mr. Lindquist was a Senior Vice President of First Trust and FTP from September 2005 to July 2012 and is now a Managing Director of First Trust and FTP. |
• | Mr. Erickson joined First Trust in 1994 and is a Senior Vice President of First Trust and FTP. As the head of First Trust’s Equity Research Group, Mr. Erickson is responsible for determining the securities to be purchased and sold by funds that do not utilize quantitative investment strategies. |
• | Mr. McGarel is the Chief Investment Officer, Chief Operating Officer and a Managing Director of First Trust and FTP. As First Trust’s Chief Investment Officer, Mr. McGarel consults with the other members of the Investment Committee on market conditions and First Trust’s general investment philosophy. Mr. McGarel was a Senior Vice President of First Trust and FTP from January 2004 to July 2012. |
• | Mr. Testin is a Senior Vice President of First Trust and FTP. Mr. Testin is the head of First Trust’s Portfolio Management Group. Mr. Testin has been a Senior Vice President of First Trust and FTP since November 2003. |
• | Mr. Ueland joined First Trust as a Vice President in August 2005 and has been a Senior Vice President of First Trust and FTP since September 2012. At First Trust, he plays an important role in executing the investment strategies of each portfolio of exchange-traded funds advised by First Trust. |
• | Mr. Peterson is a Senior Vice President and head of First Trust’s strategy research group. He joined First Trust in January of 2000. Mr. Peterson is responsible for developing and implementing quantitative equity investment strategies. Mr. Peterson received his B.S. in Finance from Bradley University in 1997 and his M.B.A. from the University of Chicago Booth School of Business in 2005. He has over 19 years of financial services industry experience and is a recipient of the Chartered Financial Analyst designation. |
Fund | Management Fee |
First Trust Dorsey Wright Dynamic Focus 5 ETF | 0.30% |
First Trust Dorsey Wright Focus 5 ETF | 0.30% |
First Trust Dorsey Wright International Focus 5 ETF | 0.30% |
First Trust Rising Dividend Achievers ETF | 0.50% |
First Trust NASDAQ Technology Dividend Index Fund | 0.50% |
First Trust RBA American Industrial Renaissance ® ETF | 0.70% |
First Trust RBA Quality Income ETF | 0.70% |
International Multi-Asset Diversified Income Index Fund | 0.70% |
Multi-Asset Diversified Income Index Fund | 0.60% |
(i) |
On a daily basis, the Index computes the ratio of the closing price of each First Trust sector and industry-based ETF to the closing price of each other First Trust sector and industry-based ETF.
For example: Relative Strength Reading = (ETF 1 Closing Price ÷ ETF 2 Closing Price) x 100 |
(ii) | As a result of such on-going calculations, a Point and Figure Relative Strength chart is created for each relationship within the inventory. A Point and Figure Relative Strength chart is a variation of a Point and Figure chart but its input value is computed in the previous step, instead of individual security prices. |
(iii) | In instances where the relative strength begins to diminish among more than one-third of the potential First Trust sector and industry-based ETFs relative to the Cash Index, the Index allocates to the Cash Index. |
(i) |
On a daily basis, the Index Provider computes the ratio of the closing price of each First Trust ETF to the closing price of each other First Trust ETF.
For example: Relative Strength Reading = (ETF 1 Closing Price ÷ ETF 2 Closing Price) x 100 |
(ii) | As a result of such on-going calculations, a Point and Figure Relative Strength chart is created for each relationship within the inventory. A Point and Figure Relative Strength chart is a variation of a Point and Figure chart but its input value is computed in the previous step, instead of individual security prices. |
(i) | On a daily basis, the Index Provider computes the ratio of the closing price of each First Trust ETF within the Index’s potential inventory to the closing price of each other First Trust ETF within the Index’s potential |
inventory.
For example: Relative Strength Reading = (ETF 1 Closing Price ÷ ETF 2 Closing Price) x 100 |
(ii) | As a result of such on-going calculations, a Point and Figure Relative Strength chart is created for each relationship within the inventory. A Point and Figure Relative Strength chart is a variation of a Point and Figure chart but its input value is computed in the previous step, instead of individual security prices. |
• | be a member of the NASDAQ US Benchmark Index (NQUSB); |
• | not be classified as Real Estate Investment Trust (ICB: 8670) by the ICB; |
• | rank in top 500 by market capitalization; |
• | have a minimum three-month average daily dollar trading value of $5 million; |
• | have paid a dividend in the trailing 12 months greater than the dividend paid in the trailing 12-month period three and five years prior; |
• | having earnings per share in the most recent fiscal year greater than the earnings per share the three fiscal years prior; |
• | have a cash-to-debt ratio greater than 50%; and |
• | have a trailing 12-month payout ratio no greater than 65%. |
• | The eligible securities are ranked by a combined factor of dollar dividend increase over the previous 5-year period, current dividend yield, and payout ratio. |
• | The resulting ranks are aggregated into a single score with the 50 securities with the lowest aggregated rank selected for the index. In the case of multiple securities having the same aggregated score, the security with the highest yield will be selected. |
• | The index is reconstituted annually and rebalanced quarterly such that all securities will be given an equal weight. |
• | If an industry has a weight greater than 30%, the highest-ranking security by volatility will be removed and replaced with the next eligible security ( e.g. the 51st ranked by volatility) from a different industry. This process is repeated until no industry has a weight greater than 30%. |
• | be listed on The Nasdaq Stock Market LLC, The New York Stock Exchange or NYSE Amex; |
• | the issuer of the security must be classified as a technology or telecommunications company under the Industry Classification Benchmark ( “ICB” ); |
• | have a minimum three-month average daily dollar trading volume of $1 million; codes 6000 and 9000; |
• | have a minimum market capitalization of $500 million; |
• | have paid a regular or common dividend within past 12 months; |
• | have a yield of at least .5%; |
• | have not had a decrease in common dividends per share paid within past 12 months; |
• | may not be issued by an issuer currently in bankruptcy proceedings; |
• | the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being Index eligible; and |
• | the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn. |
• | Begin with a universe of U.S. exchange-traded equities including depositary receipts and eliminate companies not directly related to manufacturing and related infrastructure, and banking. Banks will be chosen from states considered to be traditional manufacturing hubs; and |
• | Screen to exclude companies with non-U.S. sales greater than or equal to 25%; and |
• | Screen for positive 12-month forward earnings estimates. |
• | Begin with all equity securities in the global high dividend yield universe; and |
• | Screen for debt levels and consistency of earnings/cash flow to potentially eliminate companies headed for a dividend cut or omission. |
• | be a member of the NASDAQ Global Ex-United States Index ( “NQGXUS” ); |
• | not be classified as Real Estate Investment Trust (ICB: 8670) or Utility (ICB: 7000) by the ICB; |
• | have a minimum market capitalization of $500 million; |
• | have a minimum three-month average daily dollar trading value of $2.5 million; |
• | have paid a regular dividend for each of the last three consecutive years; |
• | have positive total earnings over the trailing 12-month period; |
• | have a dividend payout ratio less than or equal to 80%; and |
• | have one-year realized volatility less than the NQGXUS one-year realized volatility + 15%. |
• | be a member of the NQGXUS; |
• | must be classified as Real Estate Investment Trust (ICB: 8670) by the ICB; |
• | have a minimum market capitalization of $500 million; |
• | have a minimum three-month average daily dollar trading value of $2.5 million; |
• | have paid a regular dividend for each of the last three consecutive years; |
• | have positive total earnings over the trailing 12-month period; |
• | have a dividend payout ratio less than or equal to 150%; and |
• | have one-year realized volatility less than the NASDAQ Global Real Estate Index ( “NQG8600” ) one-year realized volatility + 15%. |
• | be a member of the NASDAQ Ex-United States Preferred Securities Index ( “NQPFDIN” ); |
• | have a minimum market capitalization of $250 million; |
• | have a minimum three-month average daily dollar trading value of $250,000; and |
• | have one-year realized volatility less than the NQPFDIN one-year realized volatility + 15%. |
• | be classified as Royalty Trust or be a member of NQGXUS and classified as Utilities (ICB: 7000) by the ICB; |
• | have a minimum market capitalization of $500 million; |
• | have a minimum three-month average daily dollar trading value of $1 million; and |
• | have a one-year realized volatility less than the DWA MLP Index one-year realized volatility + 15%. |
• | be a US-Listed ETF tracking a diversified index of non-U.S debt instruments with a portfolio comprised of no more than 30% of its weight from one single country of origin; |
• | have a minimum assets under management of $500 million; |
• | have a minimum average daily volume of 100,000 shares; and |
• | must consistently pay regular scheduled dividends. |
• | be a member of the NASDAQ ® US Benchmark Index (NQUSB); |
• | not be classified as Real Estate Investment Trust (ICB: 8670) by the Industry Classification Benchmark (ICB); |
• | have a minimum market capitalization of $1 billion; |
• | have a minimum three-month average daily dollar trading value of $5 million; |
(1) | The non-U.S. preferred segment of NQMAXUS is reviewed on an annual basis in June of each year. A replacement pool of securities will be created at the annual reconstitution and the next eligible names will be added at each subsequent quarterly rebalance to ensure the non-U.S. preferred securities Index Segment contains 25 securities. |
• | have paid a regular dividend for each of the last three consecutive years; |
• | have positive total earnings over the trailing 12-month period; |
• | have a dividend payout ratio less than or equal to 80%; and |
• | have-one year realized volatility less than the NQUSB one-year realized volatility + 15%. |
• | be a member of the NASDAQ ® US Benchmark Index (NQUSB); |
• | must be classified as Real Estate Investment Trust (ICB: 8670) by the Industry Classification Benchmark (ICB); |
• | have a minimum market capitalization of $1 billion; |
• | have a minimum three-month average daily dollar trading value of $5 million; |
• | have paid a regular dividend for each of the last three consecutive years; |
• | have positive total earnings over the trailing 12-month period; |
• | have a dividend payout ratio less than or equal to 150%; and |
• | have one-year realized volatility less than the REIT segment of the NQUSB one-year realized volatility + 15%. |
• | be a member of the NASDAQ ® US Preferred Security Index (NQPFDUS); |
• | have a minimum market capitalization of $250 million; |
• | have a minimum three-month average daily dollar trading value of $250 thousand; and |
• | have one-year realized volatility less than the NQPFDUS one-year realized volatility + 15%. |
• | be classified as a limited partnership; |
• | be classified as Oil & Gas (0001) or Basic Materials (2000) by the Industry Classification Benchmark (ICB); |
• | have a minimum market capitalization of $500 million; |
• | have a minimum three-month average daily dollar trading value of $500 thousand: and |
• | have a one-year realized volatility less than the DWA MLP Index one-year realized volatility + 15%. |
• | be a U.S.-listed ETF sponsored by FTP, tracking a high yield corporate debt strategy. |
• | be a U.S.-listed ETF tracking a high yield corporate bond index; and |
• | have a minimum assets under management of $100 million. |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 165 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 86 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 72 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 179 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 133 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 118 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 114 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 137 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 140 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 111 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 220 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 31 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 159 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 92 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 79 | 46 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 41 | 76 | 8 | 1 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 124 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 127 | 0 | 0 | 0 |
Average Annual | Cumulative | |||||
1 Year | 5 Years |
Inception
(8/13/2012) |
5 Years |
Inception
(8/13/2012) |
||
Fund Performance | ||||||
Net Asset Value | 13.10% | 13.38% | 12.86% | 87.38% | 86.03% | |
Market Price | 13.06% | 13.36% | 12.85% | 87.21% | 85.95% | |
Index Performance | ||||||
NASDAQ Technology Dividend Index SM | 13.75% | 14.11% | 13.59% | 93.51% | 92.26% | |
S&P 500 ® Index | 18.61% | 14.22% | 14.47% | 94.44% | 100.08% | |
S&P 500 ® Information Technology Index | 28.88% | 17.44% | 17.51% | 123.39% | 128.90% |
Average Annual | Cumulative | |||
1 Year |
Inception
(3/10/2014) |
Inception
(3/10/2014) |
||
Fund Performance | ||||
Net Asset Value | 27.39% | 8.07% | 31.82% | |
Market Price | 27.44% | 8.08% | 31.87% | |
Index Performance | ||||
Richard Bernstein Advisors American Industrial Renaissance ® Index | 28.37% | 8.96% | 35.72% | |
S&P 500 ® Index | 18.61% | 10.91% | 44.56% | |
S&P 500 ® Industrials Index | 22.35% | 10.86% | 44.35% |
Average Annual | Cumulative | |||
1 Year |
Inception
(3/10/2014) |
Inception
(3/10/2014) |
||
Fund Performance | ||||
Net Asset Value | 13.93% | 8.61% | 34.18% | |
Market Price | 14.11% | 8.66% | 34.41% | |
Index Performance | ||||
Dow Jones U.S. Select Dividend TM Index | 13.21% | 11.82% | 48.82% | |
Richard Bernstein Advisors Quality Income Index | 14.82% | 9.54% | 38.32% | |
S&P 500 ® Index | 18.61% | 10.91% | 44.56% |
Average Annual | Cumulative | |||
1 Year |
Inception
(8/22/2013) |
Inception
(8/22/2013) |
||
Fund Performance | ||||
Net Asset Value | 12.96% | 3.35% | 14.47% | |
Market Price | 14.28% | 3.46% | 14.98% | |
Index Performance | ||||
NASDAQ International Multi-Asset Diversified Income Index SM | 14.85% | 4.96% | 21.99% | |
MSCI World ex USA Index | 18.73% | 5.75% | 25.81% | |
Dow Jones EPAC Select Dividend TM Index | 17.76% | 4.54% | 20.01% |
Average Annual | Cumulative | |||||
1 Year | 5 Years |
Inception
(8/13/2012) |
5 Years |
Inception
(8/13/2012) |
||
Fund Performance | ||||||
Net Asset Value | 7.56% | 5.17% | 5.27% | 28.64% | 30.17% | |
Market Price | 7.34% | 5.12% | 5.24% | 28.38% | 29.96% | |
Index Performance | ||||||
Dow Jones U.S. Select Dividend TM Index | 13.21% | 14.28% | 14.19% | 94.92% | 97.54% | |
NASDAQ US Multi-Asset Diversified Income Index SM | 8.37% | 5.89% | 6.01% | 33.16% | 34.92% | |
S&P 500 ® Index | 18.61% | 14.22% | 14.47% | 94.44% | 100.08% |
Year Ended
9/30/2017 |
For the Period
3/17/2016 (a) through 9/30/2016 |
|
Net asset value, beginning of period | $ 21.32 | $ 20.02 |
Income from investment operations: | ||
Net investment income (loss) | 0.17 | 0.09 |
Net realized and unrealized gain (loss) | 3.04 | 1.25 |
Total from investment operations | 3.21 | 1.34 |
Distributions paid to shareholders from: | ||
Net investment income | (0.16) | (0.04) |
Net realized gain | (0.01) | — |
Total distributions | (0.17) | (0.04) |
Net asset value, end of period | $ 24.36 | $ 21.32 |
Total Return (b) | 15.13% | 6.68% |
Ratios/supplemental data: | ||
Net assets, end of period (in 000’s) | $328,881 | $234,540 |
Ratios to average net assets: | ||
Ratio of total expenses to average net assets | 0.30% | 0.30% (c) |
Ratio of net investment income (loss) to average net assets | 0.80% | 1.45% (c) |
Portfolio turnover rate (d) | 54% | 15% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
3/5/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $ 22.91 | $ 21.91 | $ 20.40 | $ 20.02 |
Income from investment operations: | ||||
Net investment income (loss) | 0.21 | 0.16 | 0.04 | 0.01 |
Net realized and unrealized gain (loss) | 3.25 | 0.96 | 1.50 | 0.37 |
Total from investment operations | 3.46 | 1.12 | 1.54 | 0.38 |
Distributions paid to shareholders from: | ||||
Net investment income | (0.20) | (0.12) | (0.03) | 0.00 (b) |
Net asset value, end of period | $ 26.17 | $ 22.91 | $ 21.91 | $ 20.40 |
Total Return (c) | 15.16% | 5.10% | 7.55% | 1.91% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $2,397,352 | $3,055,465 | $4,066,788 | $567,068 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.30% | 0.30% | 0.30% | 0.30% (d) |
Ratio of net investment income (loss) to average net assets | 0.74% | 0.62% | 0.22% | 0.22% (d) |
Portfolio turnover rate (e) | 66% | 42% | 0% | 0% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Amount is less than $0.01. |
(c) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(d) | Annualized. |
(e) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
7/22/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $ 17.55 | $ 17.08 | $ 18.57 | $ 20.09 |
Income from investment operations: | ||||
Net investment income (loss) | 0.25 | 0.22 | 0.20 | 0.07 |
Net realized and unrealized gain (loss) | 3.73 | 0.52 | (1.50) | (1.59) |
Total from investment operations | 3.98 | 0.74 | (1.30) | (1.52) |
Distributions paid to shareholders from: | ||||
Net investment income | (0.18) | (0.27) | (0.19) | — |
Net asset value, end of period | $ 21.35 | $ 17.55 | $ 17.08 | $ 18.57 |
Total Return (b) | 22.71% | 4.35% | (7.01)% | (7.57)% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $794,132 | $450,042 | $626,762 | $31,574 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.30% | 0.30% | 0.30% | 0.30% (c) |
Ratio of net investment income (loss) to average net assets | 1.59% | 1.14% | 2.29% | 5.67% (c) |
Portfolio turnover rate (d) | 49% | 58% | 7% | 0% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
1/6/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $ 22.12 | $ 20.34 | $ 21.02 | $ 19.93 |
Income from investment operations: | ||||
Net investment income (loss) | 0.34 | 0.53 | 0.39 | 0.29 |
Net realized and unrealized gain (loss) | 5.73 | 1.86 | (0.68) | 1.08 |
Total from investment operations | 6.07 | 2.39 | (0.29) | 1.37 |
Distributions paid to shareholders from: | ||||
Net investment income | (0.35) | (0.54) | (0.39) | (0.28) |
Net realized gains | — | (0.07) | — | — |
Total distributions | (0.35) | (0.61) | (0.39) | (0.28) |
Net asset value, end of period | $ 27.84 | $ 22.12 | $ 20.34 | $ 21.02 |
Total Return (b) | 27.53% | 11.98% | (1.47)% | 6.88% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $271,405 | $27,646 | $28,477 | $ 7,357 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.50% | 0.50% | 0.50% | 0.50% (c) |
Ratio of net investment income (loss) to average net assets | 1.60% | 2.50% | 2.03% | 2.26% (c) |
Portfolio turnover rate (d) | 46% | 66% | 71% | 62% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, | |||||
2017 | 2016 | 2015 | 2014 | 2013 | |
Net asset value, beginning of period | $ 29.33 | $ 24.23 | $ 27.04 | $ 22.56 | $ 19.74 |
Income from investment operations: | |||||
Net investment income (loss) | 0.80 | 0.80 | 0.73 | 0.73 | 0.59 |
Net realized and unrealized gain (loss) | 3.01 | 5.02 | (2.83) | 4.46 | 2.81 |
Total from investment operations | 3.81 | 5.82 | (2.10) | 5.19 | 3.40 |
Distributions paid to shareholders from: | |||||
Net investment income | (0.75) | (0.72) | (0.71) | (0.71) | (0.58) |
Net asset value, end of period | $ 32.39 | $ 29.33 | $ 24.23 | $ 27.04 | $ 22.56 |
Total Return (a) | 13.10% | 24.31% | (7.92)% | 23.19% | 17.49% |
Ratios/supplemental data: | |||||
Net assets, end of period (in 000’s) | $717,616 | $572,100 | $470,112 | $723,536 | $205,440 |
Ratios to average net assets: | |||||
Ratio of total expenses to average net assets | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% |
Ratio of net investment income (loss) to average net assets | 2.64% | 3.01% | 2.58% | 3.13% | 2.95% |
Portfolio turnover rate (b) | 26% | 30% | 27% | 34% | 37% |
(a) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(b) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
3/10/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $ 20.49 | $ 15.31 | $ 18.27 | $ 19.98 |
Income from investment operations: | ||||
Net investment income (loss) | 0.08 (b) | 0.08 (b) | 0.07 | 0.05 |
Net realized and unrealized gain (loss) | 5.53 | 5.16 | (2.97) | (1.72) |
Total from investment operations | 5.61 | 5.24 | (2.90) | (1.67) |
Distributions paid to shareholders from: | ||||
Net investment income | (0.06) | (0.06) | (0.06) | (0.04) |
Net asset value, end of period | $ 26.04 | $ 20.49 | $ 15.31 | $ 18.27 |
Total Return (c) | 27.39% | 34.27% | (15.90)% | (8.37)% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $169,282 | $20,492 | $42,867 | $79,455 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.70% | 0.70% | 0.70% | 0.70% (d) |
Ratio of net investment income (loss) to average net assets | 0.33% | 0.47% | 0.35% | 0.62% (d) |
Portfolio turnover rate (e) | 52% | 62% | 66% | 20% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Based on average shares outstanding. |
(c) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(d) | Annualized. |
(e) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
3/10/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $ 22.11 | $ 20.10 | $ 19.91 | $ 20.00 |
Income from investment operations: | ||||
Net investment income (loss) | 0.60 | 0.55 | 0.53 | 0.34 |
Net realized and unrealized gain (loss) | 2.44 | 1.96 | 0.19 | (0.10) |
Total from investment operations | 3.04 | 2.51 | 0.72 | 0.24 |
Distributions paid to shareholders from: | ||||
Net investment income | (0.61) | (0.50) | (0.53) | (0.33) |
Net asset value, end of period | $ 24.54 | $ 22.11 | $ 20.10 | $ 19.91 |
Total Return (b) | 13.93% | 12.52% | 3.49% | 1.14% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $28,221 | $22,107 | $10,049 | $ 4,978 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.70% | 0.70% | 0.70% | 0.70% (c) |
Ratio of net investment income (loss) to average net assets | 2.61% | 2.79% | 2.64% | 3.16% (c) |
Portfolio turnover rate (d) | 150% | 136% | 163% | 55% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, |
For the Period
8/22/2013 (a) through 9/30/2013 |
||||
2017 | 2016 | 2015 | 2014 | ||
Net asset value, beginning of period | $ 17.28 | $ 15.85 | $ 20.10 | $ 20.65 | $ 19.97 |
Income from investment operations: | |||||
Net investment income (loss) | 0.77 | 0.77 | 0.82 | 1.08 | 0.07 |
Net realized and unrealized gain (loss) | 1.39 | 1.34 | (4.18) | (0.27) | 0.69 |
Total from investment operations | 2.16 | 2.11 | (3.36) | 0.81 | 0.76 |
Distributions paid to shareholders from: | |||||
Net investment income | (0.92) | (0.68) | (0.84) | (1.13) | (0.08) |
Return of capital | — | — | (0.05) | — | — |
Net realized gain | — | — | — | (0.23) | — |
Total distributions | (0.92) | (0.68) | (0.89) | (1.36) | (0.08) |
Net asset value, end of period | $ 18.52 | $ 17.28 | $ 15.85 | $ 20.10 | $ 20.65 |
Total Return (b) | 12.96% | 13.57% | (17.29)% | 3.93% | 3.80% |
Ratios/supplemental data: | |||||
Net assets, end of period (in 000’s) | $12,038 | $12,962 | $12,676 | $13,066 | $ 5,164 |
Ratios to average net assets: | |||||
Ratio of total expenses to average net assets | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% (c) |
Ratio of net investment income (loss) to average net assets | 4.36% | 4.52% | 4.44% | 4.74% | 3.15% (c) |
Portfolio turnover rate (d) | 129% | 151% | 132% | 116% | 24% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
Year Ended September 30, | |||||
2017 | 2016 | 2015 | 2014 | 2013 | |
Net asset value, beginning of period | $ 18.89 | $ 18.37 | $ 21.48 | $ 20.65 | $ 20.18 |
Income from investment operations: | |||||
Net investment income (loss) | 0.81 | 0.83 | 0.99 | 1.05 | 0.90 |
Net realized and unrealized gain (loss) | 0.59 | 0.94 | (2.73) | 1.02 | 0.71 |
Total from investment operations | 1.40 | 1.77 | (1.74) | 2.07 | 1.61 |
Distributions paid to shareholders from: | |||||
Net investment income | (0.82) | (0.85) | (0.99) | (1.24) | (1.07) |
Return of capital | (0.25) | (0.40) | (0.38) | — | (0.07) |
Total distributions | (1.07) | (1.25) | (1.37) | (1.24) | (1.14) |
Net asset value, end of period | $ 19.22 | $ 18.89 | $ 18.37 | $ 21.48 | $ 20.65 |
Total Return (a) | 7.56% | 9.86% | (8.57)% | 10.17% | 8.08% |
Ratios/supplemental data: | |||||
Net assets, end of period (in 000’s) | $850,403 | $873,524 | $880,995 | $783,954 | $491,585 |
Ratios to average net assets: | |||||
Ratio of total expenses to average net assets | 0.60% | 0.60% | 0.60% | 0.60% | 0.60% |
Ratio of net expenses to average net assets | 0.48% | 0.48% | 0.50% | 0.60% | 0.60% |
Ratio of net investment income (loss) to average net assets | 4.25% | 4.25% | 4.71% | 4.55% | 4.80% |
Portfolio turnover rate (b) | 82% | 115% | 116% | 96% | 124% |
(a) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(b) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
First Trust
Exchange-Traded Fund VI |
First Trust
Exchange-Traded Fund VI |
FUND NAME | TICKER SYMBOL | EXCHANGE |
First Trust BuyWrite Income ETF
(formerly First Trust High Income ETF) |
FTHI | Nasdaq |
First Trust Hedged BuyWrite Income ETF
(formerly First Trust Low Beta Income ETF) |
FTLB | Nasdaq |
Summary Information | |
|
3 |
|
9 |
|
15 |
|
15 |
|
16 |
|
18 |
|
18 |
|
19 |
|
20 |
|
20 |
|
22 |
|
23 |
|
23 |
|
23 |
|
24 |
|
26 |
|
28 |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.85% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses (2) | 0.00% |
Total Annual Fund Operating Expenses | 0.85% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
(2) | Expenses have been restated to reflect the current fiscal year. |
1 Year | 3 Years | 5 Years | 10 Years |
$87 | $325 | $582 | $1,318 |
Best Quarter | Worst Quarter | ||
5.43% | December 31, 2015 | -4.89% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 13.92% | 8.75% | 1/6/2014 |
Return After Taxes On Distributions | 11.84% | 6.66% | |
Return After Taxes on Distributions and Sale of Fund Shares | 7.79% | 5.74% | |
CBOE S&P 500 BuyWrite Monthly Index (1) (reflects no deduction for fees, expenses or taxes) | 13.00% | 7.74% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.35% |
(1) | The CBOE S&P 500 BuyWrite Monthly Index is a benchmark index designed to track the performance of a hypothetical buy-write strategy on the S&P 500 ® Index |
• | John Gambla, CFA, FRM, PRM, Senior Portfolio Manager of First Trust |
• | Rob A. Guttschow, CFA, Senior Portfolio Manager of First Trust |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.85% |
Distribution and Service (12b-1) Fees (1) | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.85% |
(1) | Although the Fund has adopted a 12b-1 plan that permits it to pay up to 0.25% per annum, it will not pay 12b-1 fees at any time before January 31, 2019. |
1 Year | 3 Years | 5 Years | 10 Years |
$87 | $325 | $582 | $1,318 |
Best Quarter | Worst Quarter | ||
4.75% | December 31, 2015 | -4.66% | September 30, 2015 |
1 Year |
Since
Inception |
Inception
Date |
|
Return Before Taxes | 12.69% | 7.09% | 1/6/2014 |
Return After Taxes On Distributions | 11.28% | 5.59% | |
Return After Taxes on Distributions and Sale of Fund Shares | 7.13% | 4.75% | |
CBOE S&P 500 95-110 Collar Index (1) (reflects no deduction for fees, expenses or taxes) | 16.67% | 6.56% | |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 12.35% |
(1) | The CBOE S&P 500 95-110 Collar Index is designed to protect an investment in S&P 500 ® stocks against market declines. The passive collar strategy reflected by the index entails: holding the stocks in the S&P 500 ® Index; buying three-month S&P 500 ® put options to protect this S&P 500 ® portfolio from market decreases; and selling one-month S&P 500 ® call options to help finance the cost of the put options. |
• | John Gambla, CFA, FRM, PRM, Senior Portfolio Manager of First Trust |
• | Rob A. Guttschow, CFA, Senior Portfolio Manager of First Trust |
• | Mr. Gambla, CFA, FRM, PRM, is a senior portfolio manager for the Alternatives Investment Team at First Trust. Prior to joining First Trust in July 2011, Mr. Gambla was co-Chief Investment Officer at the Nuveen HydePark Group LLC where he started in 2007. While at Nuveen HydePark Group LLC, Mr. Gambla co-directed investment activities including research, product development, trading, portfolio management and performance attribution. Mr. Gambla also led the research systems and infrastructure development for Nuveen HydePark Group LLC. Previously, Mr. Gambla was a Senior Trader and Quantitative specialist at Nuveen Asset Management. While there, he was responsible for trading all derivatives for the 120+ municipal mutual funds with Nuveen Asset Management. Mr. Gambla, has served in a variety of roles throughout his career including: portfolio management, research, business development and strategy development. |
• | Mr. Guttschow, CFA, is a senior portfolio manager for the Alternatives Investment Team at First Trust. Prior to joining First Trust in July 2011, Mr. Guttschow was co-Chief Investment Officer at the Nuveen HydePark Group LLC where he started in 2007. While at Nuveen HydePark Group LLC, Mr. Guttschow co-directed investment activities including research, product development, trading, portfolio management and performance attribution. Previously, Mr. Guttschow was an Overlay Manager and Senior Portfolio Manager at Nuveen Asset Management. While there, he developed Nuveen’s buy-side derivative desk for fixed income and equity portfolio hedging. |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 168 | 9 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 73 | 1 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 157 | 0 | 0 | 0 |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 93 | 1 | 0 | 0 |
Average Annual | Cumulative | |||
1 Year |
Inception
(1/6/2014) |
Inception
(1/6/2014) |
||
Fund Performance | ||||
Net Asset Value | 12.57% | 6.45% | 26.26% | |
Market Price | 15.41% | 6.54% | 26.69% | |
Index Performance | ||||
CBOE S&P 500 95-110 Collar Index | 13.32% | 5.37% | 21.56% | |
S&P 500 ® Index | 18.61% | 11.31% | 49.14% |
Year Ended September 30, |
For the Period
1/6/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $20.57 | $19.12 | $20.29 | $19.93 |
Income from investment operations: | ||||
Net investment income (loss) | 0.30 | 0.34 | 0.54 | 0.40 |
Net realized and unrealized gain (loss) | 2.60 | 2.06 | (0.70) | 0.52 |
Total from investment operations | 2.90 | 2.40 | (0.16) | 0.92 |
Distributions paid to shareholders from: | ||||
Net investment income | (0.13) | (0.35) | (0.32) | (0.56) |
Return of capital | (0.80) | (0.60) | (0.69) | — |
Total distributions | (0.93) | (0.95) | (1.01) | (0.56) |
Net asset value, end of period | $ 22.54 | $20.57 | $19.12 | $ 20.29 |
Total Return (b) | 13.93% | 12.80% | (0.96)% | 4.66% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $52,385 | $7,198 | $6,691 | $ 3,044 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.87% (d) | 0.85% | 0.85% | 0.85% (c) |
Ratio of net investment income (loss) to average net assets | 1.43% | 1.78% | 1.57% | 2.49% (c) |
Portfolio turnover rate (e) | 315% (f) | 139% | 191% | 54% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Includes reorganization fees. If this reorganization fee was not included, the expense ratio would have been 0.85%. |
(e) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
(f) | The variation in the portfolio turnover rate is due to the rebalance of the portfolio that occurred shortly after the reorganization of FTHI with the First Trust Dividend and Income Fund. |
Year Ended September 30, |
For the Period
1/6/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | ||
Net asset value, beginning of period | $20.38 | $19.05 | $20.21 | $19.93 |
Income from investment operations: | ||||
Net investment income (loss) | 0.38 | 0.24 | 0.44 | 0.40 |
Net realized and unrealized gain (loss) | 2.14 | 1.74 | (0.87) | 0.36 |
Total from investment operations | 2.52 | 1.98 | (0.43) | 0.76 |
Distributions paid to shareholders from: | ||||
Net investment income | (0.63) | (0.36) | (0.32) | (0.48) |
Return of capital | — | (0.29) | (0.41) | — |
Total distributions | (0.63) | (0.65) | (0.73) | (0.48) |
Net asset value, end of period | $22.27 | $20.38 | $19.05 | $ 20.21 |
Total Return (b) | 12.57% | 10.53% | (2.26)% | 3.83% |
Ratios/supplemental data: | ||||
Net assets, end of period (in 000’s) | $7,794 | $4,077 | $4,762 | $ 3,031 |
Ratios to average net assets: | ||||
Ratio of total expenses to average net assets | 0.85% | 0.85% | 0.85% | 0.85% (c) |
Ratio of net investment income (loss) to average net assets | 1.45% | 1.79% | 1.58% | 2.47% (c) |
Portfolio turnover rate (d) | 184% | 143% | 205% | 38% |
(a) | Inception date is consistent with the commencement of investment operations and is the date the initial creation units were established. |
(b) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year. |
(c) | Annualized. |
(d) | Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions and in-kind transactions. |
First Trust
Exchange-Traded Fund VI |
FUND NAME | TICKER SYMBOL | EXCHANGE | ||
First Trust Dorsey Wright Dynamic Focus 5 ETF | FVC | Nasdaq | ||
First Trust Dorsey Wright Focus 5 ETF | FV | Nasdaq | ||
First Trust Dorsey Wright International Focus 5 ETF | IFV | Nasdaq | ||
First Trust Rising Dividend Achievers ETF | RDVY | Nasdaq | ||
First Trust NASDAQ Technology Dividend Index Fund | TDIV | Nasdaq | ||
First Trust RBA American Industrial Renaissance ® ETF | AIRR | Nasdaq | ||
First Trust RBA Quality Income ETF | QINC | Nasdaq | ||
International Multi-Asset Diversified Income Index Fund | YDIV | Nasdaq | ||
Multi-Asset Diversified Income Index Fund | MDIV | Nasdaq |
|
1 |
|
3 |
|
3 |
|
5 |
|
10 |
|
10 |
|
14 |
|
23 |
|
24 |
Custodian, Administrator, Fund Accountant, Transfer Agent, Distributor, Index Providers and Exchange
|
25 |
|
29 |
|
30 |
|
34 |
|
35 |
|
44 |
|
47 |
|
52 |
|
53 |
|
54 |
|
54 |
|
A-1 |
|
B-1 |
(1) | A Fund, may not issue senior securities, except as permitted under the 1940 Act. |
(2) | A Fund, except for First Trust Dorsey Wright Dynamic Focus 5 ETF, may not borrow money, except that a Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) and (ii) engage in other transactions permissible under the 1940 Act that may involve a borrowing (such as obtaining short-term credits as are necessary for the clearance of transactions, engaging in delayed-delivery transactions, or purchasing certain futures, forward contracts and options), provided that |
the combination of (i) and (ii) shall not exceed 33⅓% of the value of a Fund's total assets (including the amount borrowed), less a Fund's liabilities (other than borrowings). First Trust Dorsey Wright Dynamic Focus 5 ETF may not borrow money, except as permitted under the 1940 Act. | |
(3) | A Fund, will not underwrite the securities of other issuers except to the extent the Fund may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act” ), in connection with the purchase and sale of portfolio securities. |
(4) | A Fund, will not purchase or sell real estate or interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit a Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities). |
(5) | A Fund, may not make loans to other persons, except through (i) the purchase of debt securities permissible under a Fund's investment policies, (ii) repurchase agreements, or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by a Fund if, as a result, the aggregate of such loans would exceed 33⅓% of the value of a Fund's total assets. |
(6) | A Fund, may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from purchasing or selling options, futures contracts, forward contracts or other derivative instruments, or from investing in securities or other instruments backed by physical commodities). |
(7) | A Fund may not invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries, except to the extent that the Fund’s Index is based on concentrations in an industry or a group of industries. Accordingly, First Trust NASDAQ Technology Dividend Index Fund will be concentrated in securities of technology companies. This restriction does not apply to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or securities of other investment companies. |
(8) | With respect to 75% of its total assets, the Multi-Asset Diversified Income Index Fund and the International Multi-Asset Diversified Income Fund may not purchase the securities of any issuer (except securities of other investment companies or securities issued or guaranteed by the United States government or any agency or instrumentality thereof) if, as a result, (i) more than 5% of a Fund's total assets would be invested in securities of that issuer; or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. |
(1) | A Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government securities include securities that are issued or guaranteed by the United States Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the “full faith and credit” of the United States. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. Some of the U.S. government agencies that issue or guarantee securities include the Export-Import Bank of the United States, the Farmers Home Administration, the Federal Housing Administration, the Maritime Administration, the Small Business Administration and The Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Federal Home Loan Banks, the Federal Land Banks, the Central Bank for Cooperatives, Federal Intermediate Credit Banks and FNMA. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, each Fund may invest in sovereign debt obligations of non-U.S. countries. A sovereign debtor’s willingness or ability to repay |
principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which it may be subject. | |
(2) | A Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid securities and be subject to a Fund’s 15% restriction on investments in illiquid securities. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets. |
(3) | A Fund may invest in bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity. |
(4) | A Fund may invest in repurchase agreements, which involve purchases of debt securities with counterparties that are deemed by First Trust to present acceptable credit risks. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed upon market rate. Such actions afford an opportunity for a Fund to invest temporarily available cash. A Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers’ acceptances in which a Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, a Fund could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The Investment Committee does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws. |
(5) | A Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced. |
(6) | A Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. A Fund’s Investment Committee will consider the financial condition of the corporation ( e.g. , earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because a Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. A Fund may invest in commercial paper only if it has received the highest rating from at least one nationally recognized statistical rating organization or, if unrated, judged by First Trust to be of comparable quality. |
(7) | A Fund may invest in shares of money market funds, as consistent with its investment objective and policies. Shares of money market funds are subject to management fees and other expenses of those funds. Therefore, investments in money market funds will cause a Fund to bear proportionately the costs incurred by the money |
market funds’ operations. At the same time, a Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of other investment companies. It is possible for a Fund to lose money by investing in money market funds. |
Portfolio Turnover Rate
|
||
Fund | Fiscal Year Ended September 30, | |
2017 | 2016 | |
First Trust Dorsey Wright Focus 5 ETF | 66% | 42% |
First Trust Dorsey Wright International Focus 5 ETF | 49% | 58% |
First Trust NASDAQ Technology Dividend Index Fund | 26% | 30% |
First Trust RBA American Industrial Renaissance ® ETF | 52% | 62% |
First Trust RBA Quality Income ETF | 150% | 136% |
First Trust Rising Dividend Achievers ETF | 46% | 66% |
International Multi-Asset Diversified Income Index Fund | 129% | 151% |
Multi-Asset Diversified Income Index Fund | 82% | 115% |
|
|||
Fund | Inception Date |
Fiscal Year Ended
September 30, 2017 |
Fiscal Period Ended
September 30, 2016 |
First Trust Dorsey Wright Dynamic Focus 5 ETF | March 17, 2016 | 54% | 15% |
Name, Address
and Date of Birth |
Position
and Offices with Trust |
Term of
Office and Year First Elected or Appointed |
Principal Occupations
During Past 5 Years |
Number of
Portfolios in the First Trust Fund Complex Overseen by Trustee |
Other
Trusteeships or Directorships Held by Trustee During the Past 5 Years |
TRUSTEE WHO IS AN INTERESTED PERSON OF THE TRUST | |||||
James A. Bowen
(1)
120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 09/55 |
Chairman of the Board and Trustee |
• Indefinite term
• Since inception |
Chief Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) | 152 Portfolios | None |
INDEPENDENT TRUSTEES | |||||
Richard E. Erickson
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 04/51 |
Trustee |
• Indefinite term
• Since inception |
Physician; Officer, Wheaton Orthopedics; Limited Partner, Gundersen Real Estate Limited Partnership (June 1992 to December 2016); Member, Sportsmed LLC (April 2007 to November 2015) | 152 Portfolios | None |
Thomas R. Kadlec
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 11/57 |
Trustee |
• Indefinite term
• Since inception |
President, ADM Investor Services, Inc. (Futures Commission Merchant) | 152 Portfolios | Director of ADM Investor Services, Inc., ADM Investor Services International, Futures Industry Association, and National Futures Association |
Robert F. Keith
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 11/56 |
Trustee |
• Indefinite term
• Since inception |
President, Hibs Enterprises (Financial and Management Consulting) | 152 Portfolios | Director of Trust Company of Illinois |
Niel B. Nielson
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 03/54 |
Trustee |
• Indefinite term
• Since inception |
Managing Director and Chief Operating Officer (January 2015 to present), Pelita Harapan Educational Foundation (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Servant Interactive LLC (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Dew Learning LLC (Educational Products and Services); President (June 2002 to June 2012), Covenant College | 152 Portfolios |
Director of Covenant Transport Inc.
(May 2003 to May 2014) |
OFFICERS OF THE TRUST | |||||
James M. Dykas
120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 01/66 |
President and Chief Executive Officer |
• Indefinite term
• Since January 2016 |
Managing Director and Chief Financial Officer (January 2016 to present), Controller (January 2011 to January 2016), Senior Vice President (April 2007 to January 2016), First Trust Advisors L.P. and First Trust Portfolios L.P., Chief Financial Officer Bondwave LLC (Software Development Company) (January 2016 to present) and Stonebridge Advisors LLC (Investment Advisor) (January 2016 to present) | N/A | N/A |
(1) | Mr. Bowen is deemed an “interested person” of the Trust due to his position as Chief Executive Officer of First Trust, investment advisor of the Funds. |
Name of Trustee |
Total Compensation from
the Funds (1) |
Total Compensation from
the First Trust Fund Complex (2) |
Richard E. Erickson | $19,649 | $414,011 |
Thomas R. Kadlec | $19,314 | $403,267 |
Robert F. Keith | $19,143 | $403,163 |
Niel B. Nielson | $18,284 | $392,987 |
(1) | The compensation paid by the Funds to the Independent Trustees for the fiscal year ended September 30, 2017 for services to the Funds. |
(2) | The total compensation paid to the Independent Trustees for the calendar year ended December 31, 2017 for services to the 151 portfolios existing in 2017, which consisted of 7 open-end mutual funds, 16 closed-end funds and 128 exchange-traded funds. |
Amount of Unitary Fees
|
Amount of Fees Waived By First Trust
|
|||||
Fund | Fiscal Year Ended September 30, | Fiscal Year Ended September 30, | ||||
2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |
First Trust Dorsey Wright Focus 5 ETF | $7,723,442 | $11,020,738 | $7,735,248 | N/A | N/A | N/A |
First Trust Dorsey Wright International Focus 5 ETF | $1,634,843 | $ 1,594,255 | $1,116,410 | N/A | N/A | N/A |
First Trust NASDAQ Technology Dividend Index Fund | $3,347,669 | $ 2,436,796 | $3,377,354 | N/A | N/A | N/A |
First Trust RBA American Industrial Renaissance ® ETF | $1,057,920 | $ 216,569 | $ 559,701 | N/A | N/A | N/A |
First Trust RBA Quality Income ETF | $ 181,704 | $ 89,457 | $ 63,974 | N/A | N/A | N/A |
First Trust Rising Dividend Achievers ETF | $ 706,482 | $ 133,922 | $ 92,382 | N/A | N/A | N/A |
International Multi-Asset Diversified Income Index Fund | $ 72,421 | $ 96,027 | $ 102,496 | N/A | N/A | N/A |
Multi-Asset Diversified Income Index Fund | $5,214,843 | $ 4,934,770 | $4,842,061 | $1,042,900 | $953,425 | $954,750 |
Amount of Unitary Fees
|
|||
Fund | Inception Date |
Fiscal Year Ended
September 30, 2017 |
Fiscal Period Ended
September 30, 2016 |
First Trust Dorsey Wright Dynamic Focus 5 ETF | March 17, 2016 | $859,233 | $208,066 |
Name |
Position with
First Trust |
Length of Service
with First Trust |
Principal Occupation During Past Five Years |
Daniel J. Lindquist |
Chairman of the
Investment Committee and Managing Director |
Since 2004 |
Managing Director (2012 to present), Senior Vice
President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Jon C. Erickson | Senior Vice President | Since 1994 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
David G. McGarel |
Chief Operating Officer,
Chief Investment Officer and Managing Director |
Since 1997 |
Chief Operating Officer (2016 to present)
Chief Investment Officer (2012 to present), Managing Director (2012 to present), Senior Vice President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Roger F. Testin | Senior Vice President | Since 2001 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
Stan Ueland | Senior Vice President | Since 2005 |
Senior Vice President (2012 to present), Vice
President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Chris A. Peterson | Senior Vice President | Since 2000 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
Investment Committee Member |
Registered
Investment Companies Number of Accounts ($ Assets) |
Other Pooled
Investment Vehicles Number of Accounts ($ Assets) |
Other Accounts
Number of Accounts ($ Assets) |
Daniel J. Lindquist | 93 ($36,303,130,787) | 31 ($793,377,673) | 1,673 ($584,110,989) |
Jon C. Erickson | 93 ($36,303,130,787) | 31 ($793,377,673) | 1,673 ($584,110,989) |
David G. McGarel | 93 ($36,303,130,787) | 31 ($793,377,673) | 1,673 ($584,110,989) |
Investment Committee Member |
Registered
Investment Companies Number of Accounts ($ Assets) |
Other Pooled
Investment Vehicles Number of Accounts ($ Assets) |
Other Accounts
Number of Accounts ($ Assets) |
Roger F. Testin | 93 ($36,303,130,787) | 31 ($793,377,673) | 1,673 ($584,110,989) |
Stan Ueland | 87 ($35,491,693,086) | 30 ($741,988,910) | N/A |
Chris A. Peterson | 93 ($36,303,130,787) | 12 ($395,641,339) | 1,673 ($584,110,989) |
Aggregate Amount of Brokerage Commissions
|
|||
Fund | Inception Date |
Fiscal Year Ended
September 30, 2017 |
Fiscal Period Ended
September 30, 2016 |
First Trust Dorsey Wright Dynamic Focus 5 ETF | March 17, 2016 | $109,277 | $27,781 |
Fund | Index Provider |
Multi-Asset Diversified Income Index Fund | Nasdaq, Inc. |
International Multi-Asset Diversified Income Index Fund | Nasdaq, Inc. |
(a) | otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 and the European Union (Alternative Investment Fund Managers) Regulations 2013, each as amended; or |
(b) | in any way which would require the publication of a prospectus under the Companies Act 2014 or any regulations made thereunder; or |
(c) | in Ireland except in all circumstances that will result in compliance with all applicable laws and regulations in Ireland. |
• | the percentage of the Funds’ assets, if any, that are subject to special arrangements arising from their illiquid nature (including, but not limited to, deferrals of redemptions and suspensions); |
• | the current risk profile of each Fund and the risk management systems employed by the AIFM to manage those risks; and |
• | the total amount of leverage employed by each Fund, if any. |
China | Denmark | Finland | France | Germany | Greece | Hong Kong |
February 15
February 16 February 19 February 20 February 21 April 5 April 6 April 30 May 1 June 18 September 24 October 1 October 2 October 3 October 4 October 5 December 31 January 1 |
March 29
March 30 April 2 April 27 May 10 May 11 May 21 June 5 December 24 December 25 December 26 December 31 January 1 |
March 30
April 2 May 1 May 10 June 22 December 6 December 24 December 25 December 26 December 31 January 1 |
March 30
April 2 May 1 December 25 December 26 January 1 |
March 30
April 2 May 1 May 21 October 3 December 24 December 25 December 26 December 31 January 1 |
February 19
March 30 April 2 April 6 April 9 May 1 May 28 August 15 December 24 December 25 December 26 January 1 |
February 16
February 19 March 30 April 2 April 5 May 1 May 22 June 18 July 2 September 25 October 1 October 17 December 25 December 26 |
India | Ireland | Israel | Italy | Japan | Malaysia | Mexico |
February 13
March 2 March 29 March 30 May 1 August 15 August 22 September 13 September 20 October 2 October 18 November 7 November 8 November 23 December 25 |
March 30
April 2 May 7 June 4 December 25 December 26 January 1 |
March 1
April 5 April 6 April 18 April 19 May 20 July 22 September 9 September 10 September 11 September 18 September 19 September 23 September 24 September 30 October 1 |
March 30
April 2 May 1 August 15 December 24 December 25 December 26 December 31 January 1 |
February 11
February 12 March 21 April 29 April 30 May 3 May 4 May 5 July 16 August 11 September 17 September 23 September 24 October 8 November 3 November 23 December 23 December 24 December 31 January 1 January 2 January 3 |
February 1
May 1 May 29 May 31 June 1 June 15 August 23 August 31 September 11 September 17 November 6 November 20 December 25 January 1 |
February 5
March 19 March 29 March 30 May 1 November 2 November 19 December 12 December 25 January 1 |
Fund |
Total
Non-Expiring Capital Loss Available |
First Trust Dorsey Wright Dynamic Focus 5 ETF | $ 5,270,150 |
First Trust Dorsey Wright Focus 5 ETF | 483,676,110 |
First Trust Dorsey Wright International Focus 5 ETF | 83,470,986 |
First Trust Rising Dividend Achievers ETF | 2,721,758 |
First Trust NASDAQ Technology Dividend Index Fund | 47,235,937 |
First Trust RBA American Industrial Renaissance ® ETF | 17,467,114 |
First Trust RBA Quality Income ETF | 2,653,902 |
Fund |
Total
Non-Expiring Capital Loss Available |
International Multi-Asset Diversified Income Index Fund | 2,315,233 |
Multi-Asset Diversified Income Index Fund | 134,151,217 |
(1) | Common stocks and other equity securities listed on any national or foreign exchange other than Nasdaq and the London Stock Exchange Alternative Investment Market ( “AIM” ) will be valued at the last sale price on the exchange on which they are principally traded, or the official closing price for Nasdaq and AIM securities. Portfolio securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable, on the Business Day as of which such value is being determined at the close of the exchange representing the principal market for such securities. |
(2) | Shares of open-end funds are valued at fair value which is based on NAV per share. |
(3) | Securities traded in the OTC market are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. |
(4) | Exchange-traded options and futures contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available, they will be fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. OTC options and futures contracts are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. |
(5) | Forward foreign currency contracts are fair valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate, and the 30, 60, 90 and 180-day forward rates provided by a pricing service or by certain independent dealers in such contracts. |
(1) | Fixed-income securities, convertible securities, interest rate swaps, credit default swaps, total return swaps, currency swaps, currency-linked notes, credit-linked notes and other similar instruments will be fair valued using a pricing service. |
(2) | Fixed income and other debt securities having a remaining maturity of 60 days or less when purchased are fair valued at cost adjusted for amortization of premiums and accretion of discounts (amortized cost), provided the Advisor’s Pricing Committee has determined that the use of amortized cost is an appropriate reflection of fair value given market and issuer-specific conditions existing at the time of the determination. Factors that may be considered in determining the appropriateness of the use of amortized cost include, but are not limited to, the following: |
(i) | the credit conditions in the relevant market and changes thereto; |
(ii) | the liquidity conditions in the relevant market and changes thereto; |
(iii) | the interest rate conditions in the relevant market and changes thereto (such as significant changes in interest rates); |
(iv) | issuer-specific conditions (such as significant credit deterioration); and |
(v) | any other market-based data the Advisor’s Pricing Committee considers relevant. In this regard, the Advisor’s Pricing Committee may use last-obtained market-based data to assist it when valuing portfolio securities using amortized cost. |
(3) | Repurchase agreements will be valued as follows: Overnight repurchase agreements will be fair valued at amortized cost when it represents the best estimate of fair value. Term repurchase agreements ( i.e. , those whose maturity exceeds seven days) will be fair valued by the Advisor’s Pricing Committee at the average of the bid quotations obtained daily from at least two recognized dealers. |
NAME OF BENEFICIAL OWNER |
% OF
OUTSTANDING SHARES OWNED |
FIRST TRUST DORSEY WRIGHT DYNAMIC FOCUS 5 ETF | |
UBS Financial Services Inc. | 19.69% |
LPL Financial Corporation | 12.32% |
Raymond James & Associates, Inc. | 10.98% |
Morgan Stanley Smith Barney LLC | 10.74% |
Pershing LLC | 7.89% |
National Financial Services LLC | 7.58% |
Wells Fargo Clearing Services, LLC | 7.23% |
TD Ameritrade Clearing, Inc. | 7.15% |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 5.32% |
FIRST TRUST DORSEY WRIGHT FOCUS 5 ETF | |
Wells Fargo Clearing Services, LLC | 17.88% |
Morgan Stanley Smith Barney LLC | 15.40% |
National Financial Services LLC | 9.50% |
LPL Financial Corporation | 8.86% |
Pershing LLC | 8.76% |
Raymond James & Associates, Inc. | 6.99% |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 5.56% |
TD Ameritrade Clearing, Inc. | 5.32% |
Charles Schwab & Co., Inc. | 5.18% |
FIRST TRUST DORSEY WRIGHT INTERNATIONAL FOCUS 5 ETF | |
Wells Fargo Clearing Services, LLC | 19.77% |
Morgan Stanley Smith Barney LLC | 15.68% |
National Financial Services LLC | 13.60% |
UBS Financial Services Inc. | 10.88% |
Raymond James & Associates, Inc. | 8.27% |
FIRST TRUST RISING DIVIDEND ACHIEVERS ETF | |
Morgan Stanley Smith Barney LLC | 13.13% |
LPL Financial Corporation | 9.60% |
Wells Fargo Clearing Services, LLC | 9.41% |
National Financial Services LLC | 8.36% |
UBS Financial Services Inc. | 7.48% |
Raymond James & Associates, Inc. | 7.05% |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 7.00% |
TD Ameritrade Clearing, Inc. | 6.84% |
Pershing LLC | 6.59% |
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND INDEX FUND | |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 14.38% |
Morgan Stanley Smith Barney LLC | 11.76% |
Wells Fargo Clearing Services, LLC | 11.27% |
Charles Schwab & CO., Inc. | 10.30% |
National Financial Services LLC | 7.82% |
Raymond James & Associates, Inc. | 7.23% |
NAME OF BENEFICIAL OWNER |
% OF
OUTSTANDING SHARES OWNED |
UBS Financial Services Inc. | 6.29% |
FIRST TRUST RBA AMERICAN INDUSTRIAL RENAISSANCE ® ETF | |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 26.95% |
UBS Financial Services Inc. | 15.38% |
JPMorgan Chase Bank, National Association | 14.49% |
Morgan Stanley Smith Barney LLC | 9.42% |
Raymond James & Associates, Inc. | 5.94% |
FIRST TRUST RBA QUALITY INCOME ETF | |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 48.09% |
Morgan Stanley Smith Barney LLC | 15.92% |
National Financial Services LLC | 6.11% |
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND | |
Morgan Stanley Smith Barney LLC | 15.91% |
National Financial Services LLC | 13.58% |
Pershing LLC | 11.81% |
LPL Financial Corporation | 10.28% |
RBC Capital Markets, LLC | 10.14% |
TD Ameritrade Clearing, Inc. | 6.48% |
Raymond James & Associates, Inc. | 6.45% |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 5.78% |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 5.54% |
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND | |
Wells Fargo Clearing Services, LLC | 17.13% |
Morgan Stanley Smith Barney LLC | 12.63% |
Raymond James & Associates, Inc. | 8.17% |
Merrill Lynch, Pierce, Fenner & Smith Safekeeping | 7.14% |
National Financial Services LLC | 6.19% |
Pershing LLC | 5.94% |
LPL Financial Corporation | 5.46% |
American Enterprise Investment Services Inc. | 5.25% |
(1) | American Enterprise Investment Services Inc.: 682 AMP Financial Center, Minneapolis, Minnesota 55474 |
(2) | Charles Schwab & CO., Inc.: 2423 E Lincoln Drive, Phoenix , Arizona 85016 |
(3) | JPMorgan Chase Bank, National Association: 500 Stanton Christiana Road, Ops 4 Floor 02, Newark, Delaware 19713 |
(4) | LPL Financial Corporation: 9785 Towne Centre Drive, San Diego, California 92121 |
(5) | Merrill Lynch, Pierce, Fenner & Smith Incorporated: 4804 E. Deerlake Dr., Jacksonville, Florida 32246 |
(6) | Merrill Lynch, Pierce, Fenner & Smith Safekeeping: 4804 E. Deerlake Dr., Jacksonville, Florida 32246 |
(7) | Morgan Stanley Smith Barney LLC: 1300 Thames St 6th Floor, Baltimore, Maryland 21231 |
(8) | National Financial Services LLC: 499 Washington Boulevard, Jersey City, New Jersey 07310 |
(9) | Pershing LLC: One Pershing Plaza, Jersey City, New Jersey 07399 |
(10) | Raymond James & Associates, Inc.: 880 Carillon Parkway, St. Petersburg, Florida 33716 |
(11) | RBC Capital Markets, LLC: 60 S 6Th St - P09, Minneapolis, Minnesota 55402 |
(12) | TD Ameritrade Clearing, Inc.: 1005 N. Ameritrade Place, Bellevue, Nebraska 68005 |
(13) | UBS Financial Services Inc.: 1000 Harbor Blvd, Weehawken, New Jersey 07086 |
(14) | Wells Fargo Clearing Services, LLC: 2801 Market Street H0006-09B, St. Louis, Missouri 63103 |
➤ | General Recommendation: Generally vote for director nominees, except under the following circumstances: |
➤ | Independent directors comprise 50 percent or less of the board; |
➤ | The non-independent director serves on the audit, compensation, or nominating committee; |
➤ | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
➤ | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
➤ | Medical issues/illness; |
➤ | Family emergencies; and |
➤ | Missing only one meeting (when the total of all meetings is three or fewer). |
➤ | Sit on more than five public company boards; or |
➤ | Are CEOs of public companies who sit on the boards of more than two public companies besides their own — withhold only at their outside boards 3 . |
1 | In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company. |
2 | New nominees who served for only part of the fiscal year are generally exempted from the attendance policy. |
3 | Although all of a CEO’s subsidiary boards will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships. |
➤ | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
➤ | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
➤ | Rationale provided in the proxy statement for the level of implementation; |
➤ | The subject matter of the proposal; |
➤ | The level of support for and opposition to the resolution in past meetings; |
➤ | Actions taken by the board in response to the majority vote and its engagement with shareholders; |
➤ | The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
➤ | Other factors as appropriate. |
➤ | The board failed to act on takeover offers where the majority of shares are tendered; |
➤ | At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
➤ | The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are: |
➤ | The company's response, including: |
➤ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
➤ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
➤ | Disclosure of specific and meaningful actions taken to address shareholders' concerns; |
➤ | Other recent compensation actions taken by the company; |
➤ | Whether the issues raised are recurring or isolated; |
➤ | The company's ownership structure; and |
➤ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
➤ | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast. |
4 | A “new nominee” is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a “new nominee” if he or she joined the board within the 12 months prior to the upcoming shareholder meeting. |
➤ | The company has a poison pill that was not approved by shareholders 5 . However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote). |
➤ | The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval. |
➤ | A classified board structure; |
➤ | A supermajority vote requirement; |
➤ | Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections; |
➤ | The inability of shareholders to call special meetings; |
➤ | The inability of shareholders to act by written consent; |
➤ | A multi-class capital structure; and/or |
➤ | A non-shareholder-approved poison pill. |
➤ | The board's rationale for adopting the bylaw/charter amendment without shareholder ratification; |
➤ | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
➤ | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter; |
➤ | The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
➤ | The company's ownership structure; |
➤ | The company's existing governance provisions; |
➤ | The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and, |
➤ | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
➤ | Classified the board; |
➤ | Adopted supermajority vote requirements to amend the bylaws or charter; or |
5 | Public shareholders only, approval prior to a company’s becoming public is insufficient. |
➤ | Eliminated shareholders' ability to amend bylaws. |
➤ | The level of impairment of shareholders' rights; |
➤ | The disclosed rationale; |
➤ | The ability to change the governance structure (e.g., limitations on shareholders’ right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
➤ | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; |
➤ | Any reasonable sunset provision; and |
➤ | Other relevant factors. |
➤ | The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. Vote against on an ongoing basis. |
➤ | The non-audit fees paid to the auditor are excessive; |
➤ | The company receives an adverse opinion on the company’s financial statements from its auditor; or |
➤ | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
➤ | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
➤ | There is a significant misalignment between CEO pay and company performance (pay for performance) (see Primary Evaluation Factors for Executive Pay); |
➤ | The company maintains significant problematic pay practices (see Problematic Pay Practices); or |
➤ | The board exhibits a significant level of poor communication and responsiveness (see Compensation Committee Communications and Responsiveness) to shareholders. |
➤ | The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or |
➤ | The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
➤ | The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
➤ | The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
➤ | Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
➤ | Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
➤ | Any other relevant factors. |
➤ | Material failures of governance, stewardship, risk oversight 6 , or fiduciary responsibilities at the company; |
➤ | Failure to replace management as appropriate; or |
➤ | Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
➤ | General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information. |
6 | Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlement; or hedging of company stock. |
➤ | General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors: |
➤ | Long-term financial performance of the company relative to its industry; |
➤ | Management’s track record; |
➤ | Background to the contested election; |
➤ | Nominee qualifications and any compensatory arrangements; |
➤ | Strategic plan of dissident slate and quality of the critique against management; |
➤ | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
➤ | Stock ownership positions. |
➤ | General Recommendation: Generally vote for shareholder proposals requiring that the chairman’s position be filled by an independent director, taking into consideration the following: |
➤ | The scope of the proposal; |
➤ | The company's current board leadership structure; |
➤ | The company's governance structure and practices; |
➤ | Company performance; and |
➤ | Any other relevant factors that may be applicable. |
➤ | General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
➤ | Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
➤ | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
➤ | Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
➤ | Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
➤ | General Recommendation: Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support. |
➤ | Past Board Performance: |
➤ | The company's use of authorized shares during the last three years |
➤ | The Current Request: |
➤ | Disclosure in the proxy statement of the specific purposes of the proposed increase; |
➤ | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
➤ | The dilutive impact of the request as determined relative to an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns. |
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
➤ | General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including: |
➤ | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
➤ | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
➤ | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
➤ | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
➤ | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
➤ | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed); |
4. | Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; |
5. | Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
➤ | General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation. |
Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if: |
➤ | There is a significant misalignment between CEO pay and company performance (pay for performance) (see Primary Evaluation Factors for Executive Pay); |
➤ | The company maintains significant problematic pay practices (see Problematic Pay Practices); |
➤ | The board exhibits a significant level of poor communication and responsiveness (see Compensation Committee Communications and Responsiveness) to shareholders. |
➤ | There is no SOP on the ballot, and an against vote on an SOP is warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
➤ | The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
➤ | The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
➤ | The situation is egregious. |
7 | The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities. |
➤ | The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period. |
➤ | The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period. |
➤ | The multiple of the CEO's total pay relative to the peer group median in the most recent fiscal year. |
2. | Absolute Alignment 9 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e. , the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
➤ | The ratio of performance- to time-based equity awards; |
➤ | The overall ratio of performance-based compensation; |
➤ | The completeness of disclosure and rigor of performance goals; |
➤ | The company's peer group benchmarking practices; |
➤ | Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
➤ | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
➤ | Realizable pay 10 compared to grant pay; and |
➤ | Any other factors deemed relevant. |
➤ | Problematic practices related to non-performance-based compensation elements; |
➤ | Incentives that may motivate excessive risk-taking; and |
➤ | Options backdating. |
8 | The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company's selected peers' GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company's. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant. |
9 | Only Russell 3000 Index companies are subject to the Absolute Alignment analysis. |
10 | ISS research reports include realizable pay for S&P1500 companies. |
➤ | Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
➤ | Extraordinary perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting, or lifetime perquisites; |
➤ | New or extended agreements that provide for: |
➤ | Excessive CIC payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
➤ | CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers); |
➤ | CIC payments with excise tax gross-ups (including "modified" gross-ups); |
➤ | Multi-year guaranteed awards that are not at risk due to rigorous performance conditions; |
➤ | Liberal CIC definition combined with any single-trigger CIC benefits; |
➤ | Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible; |
➤ | Any other provision or practice deemed to be egregious and present a significant risk to investors. |
➤ | Multi-year guaranteed awards; |
➤ | A single or common performance metric used for short- and long-term incentives; |
➤ | Lucrative severance packages; |
➤ | High pay opportunities relative to industry peers; |
➤ | Disproportionate supplemental pensions; or |
➤ | Mega equity grants that provide overly large upside opportunity. |
➤ | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
➤ | Duration of options backdating; |
➤ | Size of restatement due to options backdating; |
➤ | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
➤ | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
➤ | Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
➤ | Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
➤ | The company's response, including: |
➤ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
➤ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
➤ | Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
➤ | Other recent compensation actions taken by the company; |
➤ | Whether the issues raised are recurring or isolated; |
➤ | The company's ownership structure; and |
➤ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
➤ | General Recommendation: Vote case-by-case on certain equity-based compensation plans 11 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "equity plan scorecard" (EPSC) approach with three pillars: |
➤ | Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
➤ | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
➤ | SVT based only on new shares requested plus shares remaining for future grants. |
➤ | Plan Features: |
➤ | Discretionary or automatic single-triggered award vesting upon a change in control (CIC); |
➤ | Discretionary vesting authority; |
➤ | Liberal share recycling on various award types; |
➤ | Lack of minimum vesting period for grants made under the plan; |
➤ | Dividends payable prior to award vesting. |
➤ | Grant Practices: |
➤ | The company’s three year burn rate relative to its industry/market cap peers; |
➤ | Vesting requirements in most recent CEO equity grants (3-year look-back); |
➤ | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
➤ | The proportion of the CEO's most recent equity grants/awards subject to performance conditions; |
➤ | Whether the company maintains a claw-back policy; |
➤ | Whether the company has established post exercise/vesting share-holding requirements. |
➤ | Awards may vest in connection with a liberal change-of-control definition; |
➤ | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it — for NYSE and Nasdaq listed companies — or by not prohibiting it when the company has a history of repricing — for non-listed companies); |
11 | Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case. |
➤ | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
➤ | Any other plan features are determined to have a significant negative impact on shareholder interests. |
➤ | General Recommendation: Generally vote case-by-case, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will also be considered: |
➤ | If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
➤ | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
➤ | Whether the proposal's request is unduly burdensome (scope or timeframe) or overly prescriptive; |
➤ | The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
➤ | If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
➤ | If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
➤ | General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering: |
➤ | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
➤ | The company’s level of disclosure compared to industry peers; and |
➤ | Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
➤ | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
➤ | The company's level of disclosure is comparable to that of industry peers; and |
➤ | There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions. |
➤ | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
➤ | Whether company disclosure lags behind industry peers; |
➤ | The company's actual GHG emissions performance; |
➤ | The company's current GHG emission policies, oversight mechanisms, and related initiatives; and |
➤ | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
➤ | General Recommendation: Generally vote for requests for reports on a company's efforts to diversify the board, unless: |
➤ | The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and |
➤ | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
➤ | The degree of existing gender and racial minority diversity on the company’s board and among its executive officers; |
➤ | The level of gender and racial minority representation that exists at the company’s industry peers; |
➤ | The company’s established process for addressing gender and racial minority board representation; |
➤ | Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
➤ | The independence of the company’s nominating committee; |
➤ | Whether the company uses an outside search firm to identify potential director nominees; and |
➤ | Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
➤ | General Recommendation: Generally vote case-by-case on requests for reports on a company's pay data by gender, or a report on a company’s policies and goals to reduce any gender pay gap, taking into account: |
➤ | The company's current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy and fair and equitable compensation practices; |
➤ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender pay gap issues; and |
➤ | Whether the company's reporting regarding gender pay gap policies or initiatives is lagging its peers. |
➤ | General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering: |
➤ | The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship; |
➤ | Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
➤ | The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
➤ | Applicable market-specific laws or regulations that may be imposed on the company; and |
➤ | Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship. |
➤ | General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering: |
➤ | The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
➤ | The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
➤ | Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities. |
➤ | General Recommendation: Generally vote for proposals requesting greater disclosure of a company's political contributions and trade association spending policies and activities, considering: |
➤ | The company's policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes; |
➤ | The company's disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and |
➤ | Recent significant controversies, fines, or litigation related to the company's political contributions or political activities. |
FUND NAME | TICKER SYMBOL | EXCHANGE | ||
First Trust BuyWrite Income ETF
(formerly First Trust High Income ETF) |
FTHI | Nasdaq | ||
First Trust Hedged BuyWrite Income ETF
(formerly First Trust Low Beta Income ETF) |
FTLB | Nasdaq |
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1 |
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3 |
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3 |
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4 |
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12 |
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16 |
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23 |
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24 |
Custodian, Administrator, Fund Accountant, Transfer Agent, Distributor, Index Providers and Exchange
|
25 |
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26 |
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27 |
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31 |
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32 |
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37 |
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41 |
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43 |
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43 |
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43 |
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A-1 |
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B-1 |
(1) | A Fund may not issue senior securities, except as permitted under the 1940 Act. |
(2) | A Fund may not borrow money, except that a Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) and (ii) engage in other transactions permissible under the 1940 Act that may involve a borrowing (such as obtaining short-term credits as are necessary for the clearance of transactions, engaging in delayed-delivery transactions, or purchasing certain futures, forward contracts and options), provided that the combination of (i) and (ii) shall not exceed 33⅓% of the value of a Fund’s total assets (including the amount borrowed), less a Fund’s liabilities (other than borrowings). |
(3) | A Fund will not underwrite the securities of other issuers except to the extent the Fund may be considered an underwriter under the Securities Act of 1933, as amended (the “1933 Act”), in connection with the purchase and sale of portfolio securities. |
(4) | A Fund will not purchase or sell real estate or interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit a Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities). |
(5) | A Fund may not make loans to other persons, except through (i) the purchase of debt securities permissible under a Fund’s investment policies, (ii) repurchase agreements, or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by a Fund if, as a result, the aggregate of such loans would exceed 33⅓% of the value of a Fund’s total assets. |
(6) | A Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from purchasing or selling options, futures contracts, forward contracts or other derivative instruments, or from investing in securities or other instruments backed by physical commodities). |
(7) | A Fund may not invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries. This restriction does not apply to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or securities of other investment companies. |
(1) | A Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government securities include securities that are issued or guaranteed by the United States Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the “full faith and credit” of the United States. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. Some of the U.S. government agencies that issue or guarantee securities include the Export-Import Bank of the United States, the Farmers Home Administration, the Federal Housing Administration, the Maritime Administration, the Small |
Business Administration and The Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Federal Home Loan Banks, the Federal Land Banks, the Central Bank for Cooperatives, Federal Intermediate Credit Banks and FNMA. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, each Fund may invest in sovereign debt obligations of non-U.S. countries. A sovereign debtor’s willingness or ability to repay principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which it may be subject. | |
(2) | A Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid securities and be subject to a Fund’s 15% restriction on investments in illiquid securities. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets. |
(3) | A Fund may invest in bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity. |
(4) | A Fund may invest in repurchase agreements, which involve purchases of debt securities with counterparties that are deemed by First Trust to present acceptable credit risks. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed upon market rate. Such actions afford an opportunity for a Fund to invest temporarily available cash. A Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers’ acceptances in which a Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, a Fund could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws. |
(5) | A Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced. |
(6) | A Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes |
are direct lending arrangements between a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. A Fund’s portfolio managers will consider the financial condition of the corporation ( e.g. , earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because a Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. A Fund may invest in commercial paper only if it has received the highest rating from at least one nationally recognized statistical rating organization or, if unrated, judged by First Trust to be of comparable quality. | |
(7) | A Fund may invest in shares of money market funds, as consistent with its investment objective and policies. Shares of money market funds are subject to management fees and other expenses of those funds. Therefore, investments in money market funds will cause a Fund to bear proportionately the costs incurred by the money market funds’ operations. At the same time, a Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of other investment companies. It is possible for a Fund to lose money by investing in money market funds. |
Portfolio Turnover Rate
|
||
Fund | Fiscal Year Ended September 30, | |
2017 | 2016 | |
First Trust BuyWrite Income ETF | 315% | 139% |
First Trust Hedged BuyWrite Income ETF | 184% | 143% |
(1) | Market Risk. Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose the Funds to losses. Derivative instruments may include elements of leverage and, accordingly, fluctuations in the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio managers’ ability to predict movements of the securities, currencies, and commodities markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed. A decision to engage in a derivative transaction will reflect the portfolio managers’ judgment that the derivative transaction will provide value to a Fund and its shareholders and is consistent with a Fund’s objective, investment limitations, and operating policies. In making such a judgment, the portfolio managers will analyze the benefits and risks of the derivative transactions and weigh them in the context of a Fund’s overall investments and investment objective. |
(2) | Credit Risk/Counterparty Risk. Credit risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for privately-negotiated or OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, the Funds will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of |
the derivative transactions and possibly other losses to the Funds. The Funds will enter into transactions in derivative instruments only with counterparties that First Trust reasonably believes are capable of performing under the contract. | |
(3) | Correlation Risk. Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged. |
(4) | Liquidity Risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out, or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. The Funds might be required by applicable regulatory requirements to maintain assets as “cover,” maintain segregated accounts, and/or make margin payments when they take positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If a Fund is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures, or is closed out. These requirements might impair a Fund’s ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that a Fund sell a portfolio security at a disadvantageous time. A Fund’s ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. Due to liquidity risk, there is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to a Fund. |
(5) | Legal Risk. Legal risk is the risk of loss caused by the unenforceability of a party’s obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products. |
(6) | Systemic or “Interconnection” Risk. Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments. |
Name, Address
and Date of Birth |
Position
and Offices with Trust |
Term of
Office and Year First Elected or Appointed |
Principal Occupations
During Past 5 Years |
Number of
Portfolios in the First Trust Fund Complex Overseen by Trustee |
Other
Trusteeships or Directorships Held by Trustee During the Past 5 Years |
TRUSTEE WHO IS AN INTERESTED PERSON OF THE TRUST | |||||
James A. Bowen
(1)
120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 09/55 |
Chairman of the Board and Trustee |
• Indefinite term
• Since inception |
Chief Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) | 152 Portfolios | None |
INDEPENDENT TRUSTEES | |||||
Richard E. Erickson
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 04/51 |
Trustee |
• Indefinite term
• Since inception |
Physician; Officer, Wheaton Orthopedics; Limited Partner, Gundersen Real Estate Limited Partnership (June 1992 to December 2016); Member, Sportsmed LLC (April 2007 to November 2015) | 152 Portfolios | None |
Thomas R. Kadlec
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 11/57 |
Trustee |
• Indefinite term
• Since inception |
President, ADM Investor Services, Inc. (Futures Commission Merchant) | 152 Portfolios | Director of ADM Investor Services, Inc., ADM Investor Services International, Futures Industry Association, and National Futures Association |
Robert F. Keith
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 11/56 |
Trustee |
• Indefinite term
• Since inception |
President, Hibs Enterprises (Financial and Management Consulting) | 152 Portfolios | Director of Trust Company of Illinois |
Niel B. Nielson
c/o First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 D.O.B.: 03/54 |
Trustee |
• Indefinite term
• Since inception |
Managing Director and Chief Operating Officer (January 2015 to present), Pelita Harapan Educational Foundation (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Servant Interactive LLC (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Dew Learning LLC (Educational Products and Services); President (June 2002 to June 2012), Covenant College | 152 Portfolios |
Director of Covenant Transport Inc.
(May 2003 to May 2014) |
(1) | Mr. Bowen is deemed an “interested person” of the Trust due to his position as Chief Executive Officer of First Trust, investment advisor of the Funds. |
Name of Trustee |
Total Compensation from
the Funds (1) |
Total Compensation from
the First Trust Fund Complex (2) |
Richard E. Erickson | $8,299 | $414,011 |
Thomas R. Kadlec | $8,296 | $403,267 |
Robert F. Keith | $8,293 | $403,163 |
Niel B. Nielson | $8,286 | $392,987 |
(1) | The compensation paid by the Funds to the Independent Trustees for the fiscal year ended September 30, 2017 for services to the Funds. |
(2) | The total compensation paid to the Independent Trustees for the calendar year ended December 31, 2017 for services to the 151 portfolios existing in 2017, which consisted of 7 open-end mutual funds, 16 closed-end funds and 128 exchange-traded funds. |
Interested Trustee | Independent Trustees | ||||
Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Robert F. Keith | Niel B. Nielson |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in the First Trust Fund Complex |
Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 |
Amount of Unitary Fees
|
|||
Fund | Fiscal Year Ended September 30, | ||
2017 | 2016 | 2015 | |
First Trust BuyWrite Income ETF | $396,064 | $59,278 | $40,771 |
First Trust Hedged BuyWrite Income ETF | $ 47,958 | $46,849 | $29,737 |
Name |
Position with
First Trust |
Length of Service
with First Trust |
Principal Occupation
During Past Five Years |
John Gambla | Senior Portfolio Manager | Since 2011 | Senior Portfolio Manager, First Trust Advisors L.P. |
Rob A. Guttschow | Senior Portfolio Manager | Since 2011 | Senior Portfolio Manager, First Trust Advisors L.P. |
Portfolio Managers |
Registered
Investment Companies Number of Accounts ($ Assets) |
Other Pooled
Investment Vehicles Number of Accounts ($ Assets) |
Other Accounts
Number of Accounts ($ Assets) |
John Gambla | 8 ($848,973,814) | N/A | N/A |
Rob A. Guttschow | 8 ($848,973,814) | N/A | N/A |
(a) | otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 and the European Union (Alternative Investment Fund Managers) Regulations 2013, each as amended; or |
(b) | in any way which would require the publication of a prospectus under the Companies Act 2014 or any regulations made thereunder; or |
(c) | in Ireland except in all circumstances that will result in compliance with all applicable laws and regulations in Ireland. |
• | the percentage of the Funds’ assets, if any, that are subject to special arrangements arising from their illiquid nature (including, but not limited to, deferrals of redemptions and suspensions); |
• | the current risk profile of each Fund and the risk management systems employed by the AIFM to manage those risks; and |
• | the total amount of leverage employed by each Fund, if any. |
Fund | Capital Loss Available through |
Post-
Enactment No Expiration |
Total
Capital Loss Available |
|
9/30/2018 | 9/30/2019 | |||
First Trust BuyWrite Income ETF | $5,877,626 | $1,094,433 | $8,097,998 | $15,070,057 |
First Trust Hedged BuyWrite Income ETF | — | — | 965,440 | 965,440 |
(1) | Common stocks and other equity securities listed on any national or foreign exchange other than Nasdaq and the London Stock Exchange Alternative Investment Market ( “AIM” ) will be valued at the last sale price on the exchange on which they are principally traded, or the official closing price for Nasdaq and AIM securities. Portfolio securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable, on the Business Day as of which such value is being determined at the close of the exchange representing the principal market for such securities. |
(2) | Shares of open-end funds are valued at fair value which is based on NAV per share. |
(3) | Securities traded in the OTC market are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. |
(4) | Exchange-traded options and futures contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available, they will be fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. OTC options and futures contracts are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price. |
(5) | Forward foreign currency contracts are fair valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate, and the 30, 60, 90 and 180-day forward rates provided by a pricing service or by certain independent dealers in such contracts. |
(1) | Fixed-income securities, convertible securities, interest rate swaps, credit default swaps, total return swaps, currency swaps, currency-linked notes, credit-linked notes and other similar instruments will be fair valued using a pricing service. |
(2) | Fixed income and other debt securities having a remaining maturity of 60 days or less when purchased are fair valued at cost adjusted for amortization of premiums and accretion of discounts (amortized cost), provided the Advisor’s Pricing Committee has determined that the use of amortized cost is an appropriate reflection of fair value given market and issuer-specific conditions existing at the time of the determination. Factors that may be considered in determining the appropriateness of the use of amortized cost include, but are not limited to, the following: |
(i) | the credit conditions in the relevant market and changes thereto; |
(ii) | the liquidity conditions in the relevant market and changes thereto; |
(iii) | the interest rate conditions in the relevant market and changes thereto (such as significant changes in interest rates); |
(iv) | issuer-specific conditions (such as significant credit deterioration); and |
(v) | any other market-based data the Advisor’s Pricing Committee considers relevant. In this regard, the Advisor’s Pricing Committee may use last-obtained market-based data to assist it when valuing portfolio securities using amortized cost. |
(3) | Repurchase agreements will be valued as follows: Overnight repurchase agreements will be fair valued at amortized cost when it represents the best estimate of fair value. Term repurchase agreements ( i.e. , those whose maturity exceeds seven days) will be fair valued by the Advisor’s Pricing Committee at the average of the bid quotations obtained daily from at least two recognized dealers. |
NAME OF BENEFICIAL OWNER |
% OF
OUTSTANDING SHARES OWNED |
FIRST TRUST BUYWRITE INCOME ETF | |
Wells Fargo Clearing Services, LLC | 12.27% |
Raymond James & Associates, Inc. | 11.67% |
TD Ameritrade Clearing, Inc. | 10.92% |
National Financial Services LLC | 10.25% |
Charles Schwab & Co., Inc. | 10.03% |
Pershing LLC | 8.11% |
LPL Financial Corporation | 6.59% |
Cetera Investment Services LLC | 5.35% |
FIRST TRUST HEDGED BUYWRITE INCOME ETF | |
LPL Financial Corporation | 25.63% |
National Financial Services LLC | 16.93% |
RBC Capital Markets, LLC | 15.53% |
Pershing LLC | 11.78% |
(1) | Cetera Investment Services LLC: 400 1st Street South Suite 300, St. Cloud, Minnesota 56301 |
(2) | Charles Schwab & CO., Inc.: 2423 E Lincoln Drive, Phoenix , Arizona 85016 |
(3) | LPL Financial Corporation: 9785 Towne Centre Drive, San Diego, California 92121 |
(4) | National Financial Services LLC: 499 Washington Boulevard, Jersey City, New Jersey 07310 |
(5) | Pershing LLC: One Pershing Plaza, Jersey City, New Jersey 07399 |
(6) | Raymond James & Associates, Inc.: 880 Carillon Parkway, St. Petersburg, Florida 33716 |
(7) | RBC Capital Markets, LLC: 60 S 6th St - P09, Minneapolis, Minnesota 55402 |
(8) | TD Ameritrade Clearing, Inc.: 1005 N. Ameritrade Place, Bellevue, Nebraska 68005 |
(9) | Wells Fargo Clearing Services, LLC: 2801 Market Street H0006-09B, St. Louis, Missouri 63103 |
➤ | General Recommendation: Generally vote for director nominees, except under the following circumstances: |
➤ | Independent directors comprise 50 percent or less of the board; |
➤ | The non-independent director serves on the audit, compensation, or nominating committee; |
➤ | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
➤ | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
➤ | Medical issues/illness; |
➤ | Family emergencies; and |
➤ | Missing only one meeting (when the total of all meetings is three or fewer). |
➤ | Sit on more than five public company boards; or |
➤ | Are CEOs of public companies who sit on the boards of more than two public companies besides their own — withhold only at their outside boards 3 . |
1 | In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company. |
2 | New nominees who served for only part of the fiscal year are generally exempted from the attendance policy. |
3 | Although all of a CEO’s subsidiary boards will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships. |
➤ | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
➤ | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
➤ | Rationale provided in the proxy statement for the level of implementation; |
➤ | The subject matter of the proposal; |
➤ | The level of support for and opposition to the resolution in past meetings; |
➤ | Actions taken by the board in response to the majority vote and its engagement with shareholders; |
➤ | The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
➤ | Other factors as appropriate. |
➤ | The board failed to act on takeover offers where the majority of shares are tendered; |
➤ | At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
➤ | The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are: |
➤ | The company's response, including: |
➤ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
➤ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
➤ | Disclosure of specific and meaningful actions taken to address shareholders' concerns; |
➤ | Other recent compensation actions taken by the company; |
➤ | Whether the issues raised are recurring or isolated; |
➤ | The company's ownership structure; and |
➤ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
➤ | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast. |
4 | A “new nominee” is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a “new nominee” if he or she joined the board within the 12 months prior to the upcoming shareholder meeting. |
➤ | The company has a poison pill that was not approved by shareholders 5 . However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote). |
➤ | The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval. |
➤ | A classified board structure; |
➤ | A supermajority vote requirement; |
➤ | Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections; |
➤ | The inability of shareholders to call special meetings; |
➤ | The inability of shareholders to act by written consent; |
➤ | A multi-class capital structure; and/or |
➤ | A non-shareholder-approved poison pill. |
➤ | The board's rationale for adopting the bylaw/charter amendment without shareholder ratification; |
➤ | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
➤ | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter; |
➤ | The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
➤ | The company's ownership structure; |
➤ | The company's existing governance provisions; |
➤ | The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and, |
➤ | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
➤ | Classified the board; |
➤ | Adopted supermajority vote requirements to amend the bylaws or charter; or |
5 | Public shareholders only, approval prior to a company’s becoming public is insufficient. |
➤ | Eliminated shareholders' ability to amend bylaws. |
➤ | The level of impairment of shareholders' rights; |
➤ | The disclosed rationale; |
➤ | The ability to change the governance structure (e.g., limitations on shareholders’ right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
➤ | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; |
➤ | Any reasonable sunset provision; and |
➤ | Other relevant factors. |
➤ | The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. Vote against on an ongoing basis. |
➤ | The non-audit fees paid to the auditor are excessive; |
➤ | The company receives an adverse opinion on the company’s financial statements from its auditor; or |
➤ | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
➤ | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
➤ | There is a significant misalignment between CEO pay and company performance (pay for performance) (see Primary Evaluation Factors for Executive Pay); |
➤ | The company maintains significant problematic pay practices (see Problematic Pay Practices); or |
➤ | The board exhibits a significant level of poor communication and responsiveness (see Compensation Committee Communications and Responsiveness) to shareholders. |
➤ | The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or |
➤ | The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
➤ | The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
➤ | The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
➤ | Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
➤ | Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
➤ | Any other relevant factors. |
➤ | Material failures of governance, stewardship, risk oversight 6 , or fiduciary responsibilities at the company; |
➤ | Failure to replace management as appropriate; or |
➤ | Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
➤ | General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information. |
6 | Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlement; or hedging of company stock. |
➤ | General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors: |
➤ | Long-term financial performance of the company relative to its industry; |
➤ | Management’s track record; |
➤ | Background to the contested election; |
➤ | Nominee qualifications and any compensatory arrangements; |
➤ | Strategic plan of dissident slate and quality of the critique against management; |
➤ | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
➤ | Stock ownership positions. |
➤ | General Recommendation: Generally vote for shareholder proposals requiring that the chairman’s position be filled by an independent director, taking into consideration the following: |
➤ | The scope of the proposal; |
➤ | The company's current board leadership structure; |
➤ | The company's governance structure and practices; |
➤ | Company performance; and |
➤ | Any other relevant factors that may be applicable. |
➤ | General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
➤ | Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
➤ | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
➤ | Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
➤ | Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
➤ | General Recommendation: Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support. |
➤ | Past Board Performance: |
➤ | The company's use of authorized shares during the last three years |
➤ | The Current Request: |
➤ | Disclosure in the proxy statement of the specific purposes of the proposed increase; |
➤ | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
➤ | The dilutive impact of the request as determined relative to an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns. |
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
➤ | General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including: |
➤ | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
➤ | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
➤ | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
➤ | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
➤ | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
➤ | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed); |
4. | Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; |
5. | Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
➤ | General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation. |
Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if: |
➤ | There is a significant misalignment between CEO pay and company performance (pay for performance) (see Primary Evaluation Factors for Executive Pay); |
➤ | The company maintains significant problematic pay practices (see Problematic Pay Practices); |
➤ | The board exhibits a significant level of poor communication and responsiveness (see Compensation Committee Communications and Responsiveness) to shareholders. |
➤ | There is no SOP on the ballot, and an against vote on an SOP is warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
➤ | The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
➤ | The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
➤ | The situation is egregious. |
7 | The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities. |
➤ | The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period. |
➤ | The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period. |
➤ | The multiple of the CEO's total pay relative to the peer group median in the most recent fiscal year. |
2. | Absolute Alignment 9 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e. , the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
➤ | The ratio of performance- to time-based equity awards; |
➤ | The overall ratio of performance-based compensation; |
➤ | The completeness of disclosure and rigor of performance goals; |
➤ | The company's peer group benchmarking practices; |
➤ | Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
➤ | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
➤ | Realizable pay 10 compared to grant pay; and |
➤ | Any other factors deemed relevant. |
➤ | Problematic practices related to non-performance-based compensation elements; |
➤ | Incentives that may motivate excessive risk-taking; and |
➤ | Options backdating. |
8 | The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company's selected peers' GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company's. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant. |
9 | Only Russell 3000 Index companies are subject to the Absolute Alignment analysis. |
10 | ISS research reports include realizable pay for S&P1500 companies. |
➤ | Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
➤ | Extraordinary perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting, or lifetime perquisites; |
➤ | New or extended agreements that provide for: |
➤ | Excessive CIC payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
➤ | CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers); |
➤ | CIC payments with excise tax gross-ups (including "modified" gross-ups); |
➤ | Multi-year guaranteed awards that are not at risk due to rigorous performance conditions; |
➤ | Liberal CIC definition combined with any single-trigger CIC benefits; |
➤ | Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible; |
➤ | Any other provision or practice deemed to be egregious and present a significant risk to investors. |
➤ | Multi-year guaranteed awards; |
➤ | A single or common performance metric used for short- and long-term incentives; |
➤ | Lucrative severance packages; |
➤ | High pay opportunities relative to industry peers; |
➤ | Disproportionate supplemental pensions; or |
➤ | Mega equity grants that provide overly large upside opportunity. |
➤ | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
➤ | Duration of options backdating; |
➤ | Size of restatement due to options backdating; |
➤ | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
➤ | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
➤ | Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
➤ | Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
➤ | The company's response, including: |
➤ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated); |
➤ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
➤ | Disclosure of specific and meaningful actions taken to address shareholders’ concerns; |
➤ | Other recent compensation actions taken by the company; |
➤ | Whether the issues raised are recurring or isolated; |
➤ | The company's ownership structure; and |
➤ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
➤ | General Recommendation: Vote case-by-case on certain equity-based compensation plans 11 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "equity plan scorecard" (EPSC) approach with three pillars: |
➤ | Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
➤ | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
➤ | SVT based only on new shares requested plus shares remaining for future grants. |
➤ | Plan Features: |
➤ | Discretionary or automatic single-triggered award vesting upon a change in control (CIC); |
➤ | Discretionary vesting authority; |
➤ | Liberal share recycling on various award types; |
➤ | Lack of minimum vesting period for grants made under the plan; |
➤ | Dividends payable prior to award vesting. |
➤ | Grant Practices: |
➤ | The company’s three year burn rate relative to its industry/market cap peers; |
➤ | Vesting requirements in most recent CEO equity grants (3-year look-back); |
➤ | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
➤ | The proportion of the CEO's most recent equity grants/awards subject to performance conditions; |
➤ | Whether the company maintains a claw-back policy; |
➤ | Whether the company has established post exercise/vesting share-holding requirements. |
➤ | Awards may vest in connection with a liberal change-of-control definition; |
➤ | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it — for NYSE and Nasdaq listed companies — or by not prohibiting it when the company has a history of repricing — for non-listed companies); |
11 | Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case. |
➤ | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
➤ | Any other plan features are determined to have a significant negative impact on shareholder interests. |
➤ | General Recommendation: Generally vote case-by-case, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will also be considered: |
➤ | If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
➤ | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
➤ | Whether the proposal's request is unduly burdensome (scope or timeframe) or overly prescriptive; |
➤ | The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
➤ | If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
➤ | If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
➤ | General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering: |
➤ | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
➤ | The company’s level of disclosure compared to industry peers; and |
➤ | Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance. |
➤ | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
➤ | The company's level of disclosure is comparable to that of industry peers; and |
➤ | There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions. |
➤ | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
➤ | Whether company disclosure lags behind industry peers; |
➤ | The company's actual GHG emissions performance; |
➤ | The company's current GHG emission policies, oversight mechanisms, and related initiatives; and |
➤ | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
➤ | General Recommendation: Generally vote for requests for reports on a company's efforts to diversify the board, unless: |
➤ | The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and |
➤ | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
➤ | The degree of existing gender and racial minority diversity on the company’s board and among its executive officers; |
➤ | The level of gender and racial minority representation that exists at the company’s industry peers; |
➤ | The company’s established process for addressing gender and racial minority board representation; |
➤ | Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
➤ | The independence of the company’s nominating committee; |
➤ | Whether the company uses an outside search firm to identify potential director nominees; and |
➤ | Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
➤ | General Recommendation: Generally vote case-by-case on requests for reports on a company's pay data by gender, or a report on a company’s policies and goals to reduce any gender pay gap, taking into account: |
➤ | The company's current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy and fair and equitable compensation practices; |
➤ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender pay gap issues; and |
➤ | Whether the company's reporting regarding gender pay gap policies or initiatives is lagging its peers. |
➤ | General Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering: |
➤ | The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship; |
➤ | Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
➤ | The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
➤ | Applicable market-specific laws or regulations that may be imposed on the company; and |
➤ | Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship. |
➤ | General Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering: |
➤ | The company’s current disclosure of relevant lobbying policies, and management and board oversight; |
➤ | The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
➤ | Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities. |
➤ | General Recommendation: Generally vote for proposals requesting greater disclosure of a company's political contributions and trade association spending policies and activities, considering: |
➤ | The company's policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes; |
➤ | The company's disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and |
➤ | Recent significant controversies, fines, or litigation related to the company's political contributions or political activities. |
First Trust Exchange-Traded Fund VI
Part C – Other Information
Item 28. | Exhibits |
Exhibit No. Description
(a) | (1) Declaration of Trust of the Registrant (1) |
(2) Amended and Restated Declaration of Trust, dated June 12, 2017 (12)
(3) Amended and Restated Establishment and Designation of Series, effective as of January 23, 2018 (11)
(b) | By-Laws of the Registrant (1) |
(c) | Not Applicable |
(d) | (1) Investment Management Agreement, dated August 10, 2012 (2) |
(2) Investment Management Agreement, dated August 16, 2013 (3)
(3) Amended Schedule A to Investment Management Agreement, dated August 16, 2013 (4)
(4) Investment Management Agreement, dated July 17, 2014 (6)
(5) Investment Management Agreement, dated March 8, 2016 (9)
(6) Form of Fee Offset Agreement for the Multi-Asset Diversified Income Index Fund (8)
(e) | (1) Distribution Agreement, dated August 10, 2012 (2) |
(2) Exhibit A to Distribution Agreement (11)
(f) | Not Applicable |
(g) | (1) Custody Agreement between the Registrant and Brown Brothers Harriman Co. dated August 2, 2012 (2) |
(2) Appendix A to the Custody Agreement between the Registrant and Brown Brothers Harriman Co. (11)
(h) | (1) Administrative Agency Agreement between the Registrant and Brown Brothers Harriman Co. dated August 2, 2012 (2) |
(2) Appendix A to the Administrative Agency Agreement between the Registrant and Brown Brothers Harriman Co. (11)
(3) Form of Subscription Agreement (2)
(4) Exhibit A to the CMS Authorization Letter between the Registrant and Brown Brothers Harriman Co. dated August 30, 2016 (10)
(i) | Not applicable |
(j) | Consent of Independent Registered Public Accounting Firm (12) |
(k) | Not Applicable |
(l) | Not Applicable |
(m) | (1) 12b-1 Service Plan (2) |
(2) Exhibit A to 12b-1 Service Plan (11)
(3) 12b-1 Plan Extension Letter Agreement (12)
(n) | Not Applicable |
(o) | Not Applicable |
(p) | (1) First Trust Advisors L.P., First Trust Portfolios L.P. Code of Ethics, amended on July 1, 2013 (5) |
(2) First Trust Funds Code of Ethics, amended on October 30, 2013 (5)
(q) | Powers of Attorney for Messrs. Bowen, Erickson, Kadlec and Keith authorizing W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute the Registration Statement (7) |
__________________
(1) | Incorporated by reference to the Registrant’s Registration Statement on Form N-1A (File No. 333-182308) filed on June 25, 2012. |
(2) | Incorporated by reference to the Registrant’s Registration Statement on Form N-1A (File No. 333-182308) filed on January 28, 2013. |
(3) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on December 18, 2013. |
(4) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on March 4, 2014. |
(5) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on July 16, 2014. |
(6) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 21, 2015. |
(7) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 14, 2016. |
(8) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 27, 2016. |
(9) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on March 16, 2016. |
(10) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on August 30, 2016. |
(11) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 23, 2018. |
(12) | Filed herewith. |
Item 29. | Persons Controlled By or Under Common Control with Registrant |
Not Applicable
Item 30. | Indemnification |
Section 9.5 of the Registrant’s Declaration of Trust provides as follows:
Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person” ), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Item 31. | Business and Other Connections of the Investment Adviser |
First Trust Advisors L.P. (“First Trust”), investment adviser to the Registrant, serves as adviser or sub-adviser to various other open-end and closed-end management investment companies and is the portfolio supervisor of certain unit investment trusts. The principal business of certain of First Trust’s principal executive officers involves various activities in connection with the family of unit investment trusts sponsored by First Trust Portfolios L.P. (“FTP”). The principal address for all these investment companies, First Trust, FTP and the persons below is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
A description of any business, profession, vocation or employment of a substantial nature in which the officers of First Trust who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management of the Fund” in the Statement of Additional Information. Such information for the remaining senior officers of First Trust appears below:
Name and Position with First Trust | Employment During Past Two Years |
Andrew S. Roggensack, President | Managing Director and President, First Trust |
R. Scott Hall, Managing Director | Managing Director, First Trust |
Ronald D. McAlister, Managing Director | Managing Director, First Trust |
David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director | Managing Director; Senior Vice President, First Trust |
Kathleen Brown, Chief Compliance Officer and Senior Vice President | Chief Compliance Officer and Senior Vice President, First Trust |
Brian Wesbury, Chief Economist and Senior Vice President | Chief Economist and Senior Vice President, First Trust |
Item 32. | Principal Underwriter |
(a) FTP serves as principal underwriter of the shares of the Registrant, First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust Exchange Traded Fund V, First Trust Exchange-Traded Fund VII, First Trust Exchange-Traded Fund VIII, First Trust Exchange-Traded AlphaDEX ® Fund, First Trust Exchange-Traded AlphaDEX ® Fund II, First Trust Variable Insurance Trust and First Trust Series Fund. FTP serves as principal underwriter and depositor of the following investment companies registered as unit investment trusts: 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 and the First Trust GNMA.
(b) Positions and Offices with Underwriter
(c) Not Applicable
Item 33. | Location of Accounts and Records |
First Trust, 120 East Liberty Drive, Wheaton, Illinois 60187, maintains the Registrant’s organizational documents, minutes of meetings, contracts of the Registrant and all advisory material of the investment adviser.
Item 34. | Management Services |
Not Applicable
Item 35. | Undertakings |
Not Applicable
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wheaton, and State of Illinois, on the 29th day of January, 2018.
First Trust Exchange-Traded Fund VI | ||
By: | /s/ James M. Dykas | |
James M. Dykas, President and
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date | |
/s/ James M. Dykas |
President and Chief Executive
Officer |
January 29, 2018 | |
James M. Dykas | |||
/s/ Donald P. Swade |
Treasurer, Chief Financial Officer
and Chief Accounting Officer |
January 29, 2018 | |
Donald P. Swade | |||
James A. Bowen* |
)
Trustee ) |
||
) | |||
Richard E. Erickson* |
)
Trustee ) |
||
) | |||
Thomas R. Kadlec* |
)
Trustee ) |
||
) | By: | /s/ W. Scott Jardine | |
Robert F. Keith* |
)
Trustee ) |
W. Scott Jardine
Attorney-In-Fact |
|
) | January 29, 2018 | ||
Niel B. Nielson * |
)
Trustee ) |
||
) |
* | Original powers of attorney authorizing W. Scott Jardine, James M. Dykas, Eric F. Fess and Kristi A. Maher to execute Registrant's Registration Statement, and Amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, were previously executed, filed as an exhibit and are incorporated by reference herein. |
Index to Exhibits
(a)(2) | Amended and Restated Declaration of Trust, dated June 12, 2017 |
(j) | Consent of Independent Registered Public Accounting Firm |
(m)(3) | 12b-1 Plan Extension Letter Agreement |
AMENDED AND RESTATED DECLARATION OF TRUST
OF
FIRST TRUST EXCHANGE-TRADED FUND VI
(a Massachusetts Business Trust)
Dated as of June 12, 2017
TABLE OF CONTENTS
PAGE ARTICLE I NAME AND DEFINITIONS..............................................1 Section 1.1 Name..........................................................1 Section 1.2 Definitions...................................................1 ARTICLE II NATURE AND PURPOSE OF TRUST.......................................3 ARTICLE III REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS.....................4 ARTICLE IV BENEFICIAL INTERESTS; SHAREHOLDERS................................4 Section 4.1 Shares of Beneficial Interest.................................4 Section 4.2 Issuance of Shares............................................4 Section 4.3 Rights of Shareholders........................................5 Section 4.4 Ownership and Transfer of Shares; Small Accounts..............5 Section 4.5 Voting by Shareholders........................................6 Section 4.6 Meetings......................................................7 Section 4.7 Quorum and Action.............................................7 Section 4.8 Action by Written Consent in Lieu of Meeting of Shareholders...............................................7 Section 4.9 Series and Classes of Shares..................................8 Section 4.10 Disclosure of Shareholder Holdings...........................10 Section 4.11 Access to Trust Records......................................11 Section 4.12 Communications with Shareholders.............................11 ARTICLE V THE TRUSTEES.....................................................11 Section 5.1 Management of the Trust......................................11 Section 5.2 Qualification and Number.....................................11 Section 5.3 Term and Election............................................11 Section 5.4 Resignation, Retirement and Removal..........................11 Section 5.5 Vacancies....................................................12 Section 5.6 Ownership of Assets of the Trust.............................12 ARTICLE VI POWERS OF TRUSTEES...............................................12 Section 6.1 General Powers...............................................12 Section 6.2 Certain Specific Powers......................................13 Section 6.3 Issuance and Repurchase of Shares............................16 |
TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 6.4 Delegation; Committees.......................................16 Section 6.5 Collection and Payment.......................................16 Section 6.6 Expenses.....................................................16 Section 6.7 Manner of Acting.............................................16 Section 6.8 By-laws......................................................17 Section 6.9 Principal Transactions.......................................17 Section 6.10 Effect of Trustees' Determination............................17 |
ARTICLE VII SERVICE PROVIDERS................................................17
Section 7.1 Investment Adviser and Administrator.........................17 Section 7.2 Underwriter; Transfer Agent; Shareholder Servicing Agent; Custodian.............................................17 Section 7.3 Parties to Contract..........................................18 Section 7.4 Further Authority of Trustees................................18 |
ARTICLE VIII DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE................................................................18
Section 8.1 Distributions................................................18 Section 8.2 Redemption of Shares.........................................19 Section 8.3 Redemption Price.............................................19 Section 8.4 Payment......................................................19 Section 8.5 Redemption of Shareholder's Interest by Action of Trust......19 Section 8.6 Suspension of Right of Redemption............................20 Section 8.7 Determination of Net Asset Value; Valuation of Portfolio Assets.............................................20 Section 8.8 Reserves.....................................................21 Section 8.9 Determination by Trustees....................................21 |
ARTICLE IX LIMITATION OF LIABILITY AND INDEMNIFICATION......................21
Section 9.1 No Personal Liability of and Indemnification of Shareholders.................................................21 Section 9.2 Limitation of Liability of Trustees and Others...............21 Section 9.3 Experts; No Bond or Surety...................................23 |
TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 9.4 Liability of Third Persons Dealing with the Trust or Trustees..................................................23 Section 9.5 Indemnification and Advancement of Expenses..................23 Section 9.6 Further Indemnification......................................24 Section 9.7 Amendments and Modifications.................................24 Section 9.8 Derivative and Direct Actions................................25 |
ARTICLE X TERMINATION; MERGERS AND SALE OF ASSETS..........................28
Section 10.1 Termination of Trust or Series...............................28 Section 10.2 Sale of Assets; Merger; Reorganization.......................29 Section 10.3 Combination of Classes.......................................29 |
ARTICLE XI AMENDMENTS; FILINGS; MISCELLANEOUS...............................29
Section 11.1 Amendments to Declaration....................................29 Section 11.2 Filings; Copies of Declaration; Counterparts; Headings.......30 Section 11.3 Trustees May Resolve Ambiguities.............................30 Section 11.4 Applicable Law; Forum Selection; Jury Waiver.................30 Section 11.5 Provisions in Conflict with Law or Regulations...............32 Section 11.6 Writings.....................................................32 |
AMENDED AND RESTATED DECLARATION OF TRUST
OF
FIRST TRUST EXCHANGE-TRADED FUND VI
WHEREAS, the Trust was formed by a DECLARATION OF TRUST dated as of June 4, 2012 by the initial Trustee then in office (the "Initial Declaration");
WHEREAS, pursuant to Section 11.1 of the Initial Declaration, by action of the Trustees, the Initial Declaration is amended and restated as of this 12th day of June, 2017 in its entirety;
NOW, THEREFORE, the Trustees and any successor Trustees elected or appointed in accordance with Article V hereof hereby declare that they will hold, manage, and dispose of, all cash, securities, and other assets and properties which the Trust may from time to time acquire and will manage the affairs and business of the Trust upon the following terms and conditions as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
SECTION 1.1 NAME. This Trust shall be known as "First Trust Exchange-Traded Fund VI" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.
SECTION 1.2 DEFINITIONS. Whenever used herein, unless otherwise required by the context or specifically provided, the following terms have the following respective meanings:
(a) "By-laws" means the By-laws of the Trust referred to in Section 6.8 hereof, as from time to time amended.
(b) "Class" means the one or more Shares (as defined below) of a Series (as defined below) of the Trust as may be established and designated as a Class from time to time by the Trustees pursuant to Section 4.9 hereof.
(c) "Code" means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the rules and regulations thereunder, as adopted or amended from time to time.
(d) "Commission" shall have the same meaning given to such term in the 1940 Act (as defined below).
(e) "Complaining Shareholder" shall have the meaning set forth in
Section 9.8 hereof.
(f) "Declaration" means this Amended and Restated Declaration of Trust as further amended, supplemented or amended and restated from time to time. Reference in this Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder" shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear.
(g) "He," "Him," and "His" shall include the feminine and neuter, as well as the masculine, genders.
(h) "Interested Person" shall have the same meaning given to such term in the 1940 Act (as defined below).
(i) "1940 Act" refers to the Investment Company Act of 1940 (and any successor statute) and the rules thereunder, all as amended from time to time, as may apply to the Trust or a Series (as defined below) or a Class, including pursuant to any exemptive, interpretive or other relief or guidance issued by the Commission or the staff of the Commission under such Act.
(j) "Outstanding Shares" means those Shares (as defined below) shown from time to time on the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed, repurchased, cancelled, or terminated by the Trust.
(k) "Person" means and includes natural persons, corporations, partnerships, limited partnerships, business trusts, limited liability partnerships, statutory trusts, limited liability companies, trusts, associations, joint ventures, estates, nominees, and any other entity in its own or any representative capacity, whether or not legal entities, and governments and agencies and political subdivisions thereof, in each case whether domestic or foreign.
(l) "Prospectus" means the prospectus and statement of additional information with respect to the Trust or one or more Series (as defined below) or Classes as the context shall require, as contained in the most recent effective registration statement filed with the Commission with respect to the Trust or one or more such Series or Classes, as the same may be supplemented or modified from time to time in accordance with the requirements of the federal securities laws.
(m) "Series" individually or collectively means each Series of Shares (as defined below) as may be established and designated from time to time by the Trustees pursuant to Section 4.9 hereof.
(n) "Shareholder" means a record owner of Outstanding Shares, provided however that solely for the purposes of Sections 9.8 and 11.4(d) hereof, the term "Shareholder" shall mean a record owner or a beneficial owner of Outstanding Shares.
(o) "Shares" means the units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the Shares of any and all Series and Classes which may be established and designated by the Trustees, and includes fractions of Shares as well as whole Shares. Any references to Shares in this Declaration shall be deemed to include references to Shares of any or all Series or Classes as the context may require.
(p) "Trust" refers to the voluntary association with transferable shares established by this Declaration, as the same may be amended from time to time.
(q) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Series.
(r) "Trustees" means, at any time, the person or persons who have signed this Declaration and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article V hereof, in each case if they shall at that time continue in office in accordance with the terms hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in his capacity or their capacities as Trustees hereunder.
ARTICLE II
NATURE AND PURPOSE OF TRUST
The Trust set forth in this instrument shall be deemed made in the Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth as a voluntary association with transferable shares (commonly known as a business trust) of the type referred to in Chapter 182 of the General Laws of the Commonwealth of Massachusetts. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general or a limited partnership, joint venture, corporation, or joint stock company, nor shall the Trustees or Shareholders or any of them for any purpose be deemed to be, or be treated in any way whatsoever as though they were, liable or responsible hereunder as partners or joint venturers. The purpose of the Trust is to engage in, operate, and carry on the business of an open-end management investment company through one or more Series, and to do any and all acts or things as are necessary, convenient, appropriate, incidental, or customary in connection therewith and, without limiting the foregoing or the other provisions hereof, the Trust may exercise all powers which are ordinarily exercised by a Massachusetts business trust.
ARTICLE III
REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS
The registered agent of the Trust is CT Corporation at its office at 155 Federal Street, Boston, Massachusetts 02110. The principal place of business of the Trust is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. The Trustees may, from time to time, change the registered agent of the Trust and the principal place of business of the Trust.
ARTICLE IV
BENEFICIAL INTERESTS; SHAREHOLDERS
SECTION 4.1 SHARES OF BENEFICIAL INTEREST. The beneficial interest in the Trust shall be divided into such Shares of beneficial interest, of such Series or Classes, and of such designations and par values (if any) and with such rights, preferences, privileges, limitations, restrictions, and such other relative terms as shall be determined by the Trustees from time to time. The number of Shares is unlimited. The Trustees shall have full power and authority to take such action with respect to the Shares as the Trustees may deem desirable.
SECTION 4.2 ISSUANCE OF SHARES. (a) Shares may be issued from time to time to such Persons (including, without limitation, any Trustee, officer, or agent of the Trust, or any Person in which a Trustee, officer, or agent of the Trust has an interest) either for cash or for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the Trustees, from time to time, may deem advisable, and the Trust may, in connection with an issuance of Shares, acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities), and all Shares so issued hereunder, including without limitation Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. Notwithstanding anything contained herein to the contrary, the Trust may issue Shares of any Series or Class only in lots of an aggregate number of Shares as shall be determined and changed from time to time to be called creation units or such other term as the Trustees shall determine (as so defined, "Creation Units"), and in connection with the issuance of such Creation Units, to charge transaction or creation fees or other similar fees. The Trust shall have the right to refuse to issue Shares to any Person at any time and without any reason therefor whatsoever.
(b) The Trust may issue Shares in fractional denominations to the same extent as its whole Shares, and Shares in fractional denominations shall be Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares, including, without limitation, the right to vote, the right to receive dividends and distributions, and the right to participate upon termination of the Trust.
(c) Any Shares issued by the Trust which have been purchased, redeemed, or otherwise reacquired by the Trust shall be retired automatically and shall have the status of unissued Shares.
SECTION 4.3 RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of every description and the right to conduct any business herein described is vested exclusively in the Trustees, acting in the name of the Trust. The Shareholders shall have no right or title in or to the Trust Property or to call for any partition or division of any property, profits, rights, or interests of the Trust or any Series and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares. For the avoidance of doubt, unless expressly set forth therein and authorized by the Trustees, Shareholders shall have no rights, privileges, claims, or remedies under any contract or agreement entered into by the Trust or any Series with any service provider or other agent to or contractor with the Trust or a Series, including, without limitation, any third party beneficiary rights. The death, incapacity, dissolution, termination, or bankruptcy of a Shareholder during the continuance of the Trust shall neither operate to terminate the Trust or any Series nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust, any Series, or the Trustees, but shall entitle such representative only to the rights of said Shareholder under this Declaration. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay, provided however that any sales loads or charges, creation or redemption fees, account fees, or any other fees or charges not prohibited as charges to Shareholders under applicable law shall not be deemed to be an assessment for the purposes of this Declaration. The Shares shall be personal property giving only the rights specifically set forth in this Declaration. The holders of Shares shall not, as such holders, have any appraisal rights with respect to their Shares, and, except as the Trustees may determine from time to time, shall have no right to acquire, purchase, or subscribe for any Shares or securities of the Trust that it may hereafter issue or sell, or have any preference, preemptive, conversion, or exchange rights. Every Shareholder, by virtue of purchasing Shares and becoming a Shareholder, shall be held to have expressly assented and agreed to the terms of this Declaration and to any By-laws adopted hereunder and shall be bound thereby.
SECTION 4.4 OWNERSHIP AND TRANSFER OF SHARES; SMALL ACCOUNTS. (a) The ownership and transfer of Shares shall be recorded on the books of the Trust or, if there is a transfer or similar agent with respect to such Shares, on the books and records of such transfer or similar agent with respect to such Shares, which records shall be maintained separately for the Shares of each Series or Class of the Trust. No certificates representing the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules or impose such restrictions as they consider necessary or appropriate for the issuance of Share certificates, transfer of Shares, and similar matters. The record books of the Trust, as kept by the Trust or any transfer or similar agent of the Trust, shall be conclusive as to who are the holders of Shares and as to the number of Shares held from time to time by each Shareholder. No Shareholder shall be entitled to receive any payment of a
dividend or distribution, or to have notice given to him as provided herein or in the By-laws, until he has provided such information as shall be required to the Trust or, as applicable, the Trust's transfer or similar agent with respect to his Shares.
(b) In the event any certificates representing Outstanding Shares are at any time outstanding, the Trustees may at any time or from time to time determine that Shares shall no longer be represented by certificates, and in connection therewith, upon written notice to any Shareholder holding certificates representing Outstanding Shares, such certificates shall be cancelled, provided that such cancellation shall not affect the ownership by such Shareholder of such Outstanding Shares, and following such cancellation, ownership and transfer of such Outstanding Shares shall be recorded by book entry on the books of the Trust or its transfer or similar agent.
(c) The Trustees may establish, from time to time, one or more minimum investment amounts for Shareholder accounts, which may differ within and among any Series or Classes, and may impose account fees on (which may be satisfied by involuntarily redeeming the requisite number of Shares in any such account in the amount of such fee), and/or require the involuntary redemption of, Shares held in those accounts if the net asset value of which for any reason falls below such established minimum investment amounts, or may authorize the Trust to convert any such Shares in such account to Shares of another Class or Series, or take any other such action with respect to minimum investment amounts as may be deemed necessary or appropriate by the Trustees, in each case upon such terms as shall be established by the Trustees.
SECTION 4.5 VOTING BY SHAREHOLDERS. (a) Shareholders shall not have the power to vote on any matter except: (i) for the election or removal of Trustees to the extent and as provided in Article V hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.
(b) Each whole Share shall entitle the holder thereof to one vote as to any matter on which the holder is entitled to vote, and each fractional Share shall entitle the holder thereof to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees or on any other matter submitted to a vote of the Shareholders. Shares may be voted in person or by proxy. Until Shares of the Trust or any Series or Class are issued, the Trustees may exercise all rights of Shareholders of the Trust or such Series or Class, and may take any action required or permitted by law, this Declaration, or the By-laws of the Trust, to be taken by Shareholders of the Trust, such Series, or Class.
Only Shareholders who are owners of record on the books of the Trust on the applicable record date will be entitled to vote on a matter. For the avoidance of doubt, the Trust shall be entitled to rely on any vote cast by a Shareholder, and without any further or independent investigation, shall deem any vote cast by a Shareholder that holds of record Shares on behalf of one or more beneficial owners of Shares to have been taken in accordance with all
applicable laws and regulations governing the relationship between the Shareholder and its beneficial owners, and/or any contractual provision, or other arrangement, with any beneficial owner of Shares holding through such Shareholder.
(c) On any matter submitted to a vote of the Shareholders of the Trust, all Shares of all Series and Classes then entitled to be voted by their holders shall be voted together, except that (i) when required by the 1940 Act, this Declaration, or a Designation (as defined in Section 4.9 below) to be voted by individual Series or Class, Shares shall be voted by individual Series or Class, and (ii) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more Series or Classes, only Shareholders of such one or more Series or Classes shall be entitled to vote thereon.
SECTION 4.6 MEETINGS. Meetings of the Shareholders of the Trust or any one or more Series or Classes may be called and held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. The Trustees may set in the By-laws, or may otherwise establish, provisions relating to the calling and holding of meetings (including the holding of meetings by electronic or other similar means); notice of meetings; record dates; place of meetings; conduct of meetings; voting by proxy; postponement, adjournment, or cancellation of meetings; and related matters.
SECTION 4.7 QUORUM AND ACTION. (a) The Trustees shall set forth in the By-laws the quorum required for the transaction of business by the Shareholders at a meeting, which quorum requirement may vary by Series or Class or by the action to be taken at the meeting, and which shall in no event be less than the holders of thirty percent (30%) of the Shares entitled to vote at such meeting or on such action. If a quorum is present when a duly called and held meeting is convened, the Trust may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum.
(b) The Shareholders shall take action by the affirmative vote of the holders of Shares representing a majority, except in the case of the election of Trustees which shall only require a plurality, of votes cast at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by applicable law or any provision of this Declaration, a Designation as defined in Section 4.9 below, or the By-laws.
SECTION 4.8 ACTION BY WRITTEN CONSENT IN LIEU OF MEETING OF SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the Shareholders may be taken, if so directed by the Trustees, without a meeting by written action executed by Shareholders, as of a specified record date, holding not less than the minimum number of Shares that would have been necessary to take the action at a meeting, assuming that all of the Shareholders entitled to vote on that action were present and voting at that meeting. The written action shall be
effective when it has been executed by the requisite number of Shareholders and delivered to the Secretary of the Trust, unless a different effective time is provided in the written action. Such consent may be executed and delivered by electronic means in accordance with any procedures that may be adopted by the Trustees from time to time.
SECTION 4.9 SERIES AND CLASSES OF SHARES.
(a) Series. The Trustees have heretofore established the Series listed on the Trust's Amended and Restated Designation of Series in effect as of the date hereof, and the Trustees may from time to time authorize the division of Shares into additional Series. The relative rights, preferences, privileges, limitations, restrictions and other relative terms of any Series shall be established and designated by the Trustees, and may be modified by the Trustees from time to time, upon and subject to the following provisions:
(i) Subject to variations between Classes of Shares of a Series, all Shares shall be identical except that there may be such variations as shall be fixed and determined from time to time between different Series, including, without limitation, as to qualifications for ownership, minimum purchase amounts, minimum account size, purchase price, fees and expenses, redemptions, creation and redemption fees, conversions and exchanges, and special and relative rights as to dividends and on liquidation, and each Series shall have such business purpose or investment objective as shall be determined by the Trustees. Each Share of a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined below) are allocated to such Series).
(ii) The number of authorized Shares of each Series and the number of Shares of each Series that may be issued shall be unlimited. The Trustees may divide or combine any issued or unissued Shares of any Series into a greater or lesser number; classify or reclassify any issued or unissued Shares into one or more Series; terminate any one or more Series; change the name or other designation of a Series; and take such other action with respect to the Series as the Trustees may deem desirable.
(iii) All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be (collectively, the "Assets"), shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series, and shall be so recorded upon the books of the Trust. Such Assets, together with any General Assets (as hereinafter defined)
allocated to that Series as provided in the following sentence, are herein referred to as "Assets belonging to" that Series. In the event that there are any assets, income, earnings, profits, or proceeds thereof, funds or payments which are not readily identifiable as Assets belonging to any particular Series (collectively, the "General Assets"), the Trustees shall allocate such General Assets to and among any one or more of the Series created from time to time in such manner and on such basis as they deem fair and equitable; and any General Assets allocated to a particular Series shall be Assets belonging to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the Assets belonging to each Series shall be held and accounted for in such separate and distinct records separately from the Assets belonging to all other Series and the General Assets of the Trust not allocated to such Series.
(iv) The Assets belonging to a particular Series shall be charged with the debts, liabilities, and obligations of the Trust in respect of that Series and with all expenses, costs, charges, and reserves attributable to that Series (collectively, the "Liabilities"), which Liabilities shall be recorded upon the books of the Trust. Such Liabilities together with any General Liabilities (as hereinafter defined) allocated to that Series as provided in the following sentence, are herein referred to as "Liabilities belonging to" that Series. In the event there are any debts, liabilities, obligations, expenses, costs, charges, or reserves of the Trust that are not readily identifiable as belonging to any particular Series (collectively, the "General Liabilities"), the Trustees shall allocate and charge such General Liabilities to and among any one or more of the Series created from time to time in such manner and on such basis as they deem fair and equitable; and any General Liabilities so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon all concerned for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate General Liabilities as herein provided, the Liabilities belonging to a particular Series shall be enforceable only against the Assets belonging to such Series and not against the assets of the Trust generally or against the Assets belonging to any other Series, and none of the General Liabilities incurred, contracted for, or otherwise existing with respect to the Trust generally or any Liabilities incurred, contracted for, or otherwise existing with respect to any other Series shall be enforceable against the Assets belonging to such Series. Any person extending credit to, contracting with, or having any claim against any Series may look only to the Assets belonging to that Series to satisfy or enforce any Liability belonging to that Series. No Shareholder or former Shareholder of any Series, in such capacity, shall have a claim on or any right to any Assets belonging to any other Series.
(b) Classes. The Trustees may from time to time authorize the division of Shares of the Trust or any Series into Classes. The relative rights, preferences, privileges, limitations, restrictions, and other relative terms of a Class shall be established and designated by the Trustees and may be modified by the Trustees from time to time. All Shares of a Class of a Series shall be identical with each other and with the Shares of each other Class of the same
Series except for such variations between Classes as may be authorized by the Trustees from time to time and not prohibited by the 1940 Act, including, without limitation, as to qualifications for ownership, minimum purchase amounts, minimum account size, purchase price, fees and expenses, redemptions, conversions and exchanges , and special and relative rights as to dividends and on liquidation. The number of authorized Shares of each Class and the number of Shares of each Class that may be issued shall be unlimited. The Trustees may divide or combine the issued or unissued Shares of any Class into a greater or lesser number; classify or reclassify any issued or unissued Shares of any Class into one or more Classes; combine two or more Classes of a Series into a single Class of such Series; terminate any one or more Classes of Shares; change the name or other designation of a Class; and take such other action with respect to the Classes as the Trustees may deem desirable. To the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any Classes, the Trustees may allocate assets, liabilities, income, and expenses of a Series to a particular Class of that Series or apportion the same among two or more Classes of that Series.
(c) Establishment and Designation of Series and Classes The
establishment and designation of any Series or Class of Shares shall be made
either by the vote of a majority of the Trustees or upon the execution by a
majority of the Trustees of an instrument, in each case setting forth such
establishment and designation, the effective date of such establishment and
designation and the relative rights, preferences, privileges, limitations,
restrictions, and other relative terms of such Series and/or Class, whether
directly in such resolution or instrument or by reference to one or more
documents or instruments outside this Declaration and outside the resolutions,
as the same may be in effect from time to time, including any Prospectus
relating to such Series or Class. Any such instrument executed by a majority of
the Trustees, or, with respect to an establishment and designation made by vote
of the Trustees, an instrument setting forth such resolutions and certified by
either the Secretary or an Assistant Secretary of the Trust (in each case, a
"Designation"), shall further be filed in accordance with the provisions of
Section 11.2 hereof. Additions or modifications to a Designation, including,
without limitation, any termination of an existing Series or Class, shall be
made in the same manner as is permitted for the establishment and designation of
such Series or Class.
SECTION 4.10 DISCLOSURE OF SHAREHOLDER HOLDINGS. The holders of Shares or other securities of the Trust shall upon demand disclose to the Trust in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code; to comply with the requirements of any other law or regulation; or as the Trustees may otherwise decide, and ownership of Shares may be disclosed by the Trust if so required by applicable law or as the Trustees may otherwise decide.
SECTION 4.11 ACCESS TO TRUST RECORDS. Except to the extent otherwise required by law, Shareholders shall only have such right to inspect the records, documents, accounts, and books of the Trust as may be granted from time to time by the Trustees.
SECTION 4.12 COMMUNICATIONS WITH SHAREHOLDERS. Any notices, reports, statements, or communications with Shareholders of any kind required under this Declaration, including any such communications with Shareholders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the By-laws.
ARTICLE V
THE TRUSTEES
SECTION 5.1 MANAGEMENT OF THE TRUST. The business and affairs of the Trust shall be managed under the direction of the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, including, without limitation, those powers described more fully in Article VI hereof.
SECTION 5.2 QUALIFICATION AND NUMBER. Each Trustee shall be a natural person. A Trustee need not be a citizen of the United States or a resident of the Commonwealth of Massachusetts. By action of the initial Trustee or by action of a majority of the Trustees as may then be in office, the Trustees may from time to time establish the number of Trustees. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee pursuant to Section 5.4 hereof.
SECTION 5.3 TERM AND ELECTION. Except as provided in Section 5.4 below, a Trustee shall hold office until the next meeting of Shareholders called for the purpose of considering the election or re-election of such Trustee or of a successor to such Trustee, and until his successor, if any, is elected, qualified, and serving as a Trustee hereunder. Any Trustee vacancy may be filled by the affirmative action of a majority of the Trustees then in office, except as prohibited by the 1940 Act, or, if for any reason there are no Trustees then in office, vacancies may be filled by the officers of the Trust elected pursuant to Section 6.2(b)(iii) hereof, or may be filled in any other manner permitted by the 1940 Act.
SECTION 5.4 RESIGNATION, RETIREMENT AND REMOVAL. Any Trustee may resign or retire as a Trustee by an instrument in writing signed by him and delivered or mailed to the chair, if any, the President or the Secretary of the Trust, and such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument. The Trustees may adopt policies from time to time relating to the terms of office and/or retirement of the Trustees. Any Trustee who has become incapacitated by illness or injury, as determined by a majority of the other Trustees, or declared incompetent by a
court of appropriate jurisdiction, may be retired by written instrument signed by a majority of the other Trustees. Except as aforesaid, any Trustee may be removed from office with or without cause and only (i) by action of at least two-thirds (2/3) of the Outstanding Shares, or (ii) by the action of at least two-thirds (2/3) of the other Trustees, specifying the date when such removal shall become effective. Except to the extent expressly provided in a written agreement to which the Trust is a party or in a written policy adopted by the Trustees, no resigned, retired, or removed Trustee shall have any right to any compensation for any period following his resignation, retirement, or removal, or any right to damages on account of such resignation, retirement, or removal.
SECTION 5.5 VACANCIES. The death, resignation, retirement, removal, or incapacity of one or more of the Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees.
SECTION 5.6 OWNERSHIP OF ASSETS OF THE TRUST. The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. All right, title, and interest in the assets of the Trust shall at all times be considered as automatically vested in the Trustees as shall be from time to time in office. Upon the resignation, retirement, removal, incapacity, or death of a Trustee, such Trustee shall automatically cease to have any right, title, or interest in any of the Trust Property, and the right, title, and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective without the execution or delivery of any conveyancing or other instruments. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any Series or any right of partition or possession thereof.
ARTICLE VI
POWERS OF TRUSTEES
SECTION 6.1 GENERAL POWERS. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust but with full powers of delegation, except as may otherwise be expressly prohibited by this Declaration. The Trustees shall have the power to direct the business and affairs of the Trust and carry on the Trust's operations and maintain offices both within and outside the Commonwealth of Massachusetts, and to do or authorize all such other things and execute or authorize the execution of all such instruments as they deem necessary, proper, or desirable in order to promote the interests of the Trust. With respect to any power or authority of
the Trustees hereunder, whether stated or implied, the Trustees shall have all further powers and authority as may be necessary, incidental, relative, conducive, appropriate, or desirable for the accomplishment, carrying out, or attainment of any action authorized by the Trustees. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. Without limiting the foregoing, the Trustees shall have power and authority to operate and carry on the business of an investment company and the Trustees shall exercise all the powers as are necessary, convenient, appropriate, incidental, or customary in connection therewith and may exercise all powers which are ordinarily exercised by the trustees of a Massachusetts business trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid general powers. Whenever in this Declaration the Trustees are given authority to act on behalf of the Trust or to direct, authorize, or cause the Trust to take any action, such power and authority shall apply, mutatis mutandis, to any action of the Trust on behalf of any Series or Class.
SECTION 6.2 CERTAIN SPECIFIC POWERS. (a) Investments. The Trustees shall not in any way be bound or limited by present or future laws, rules, regulations, or customs in regard to investments by fiduciaries, but shall have full authority and power to authorize the Trust to make, invest and reinvest in, to buy or otherwise acquire, to hold, for investment or otherwise, to borrow, to sell, terminate, exercise, or otherwise dispose of, to lend or to pledge, to write, enter into, engage, trade, or deal in any and all investments or investment strategies as they may deem proper at any time and from time to time to accomplish the purpose of the Trust. In furtherance of, and in no way limiting, the foregoing, the Trustees shall have power and authority to authorize the Trust:
(i) to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or other assets;
(ii) to hold any security or property in a form not indicating any trust, whether in bearer, unregistered, or other negotiable form, or either in the Trust's name or in the name of a custodian or a nominee or nominees;
(iii) to exercise all rights, powers and privileges of ownership or interest in all securities and other assets included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement, and enhancement in value of all such assets;
(iv) to acquire (by purchase, lease, or otherwise) and to hold, use, maintain, develop, and dispose of (by sale or otherwise) any property, real or personal, tangible or intangible, including cash, securities, currencies, any commodities, and any interest therein;
(v) to borrow money for any purpose and in this connection issue notes or other evidence of indebtedness;
(vi) to secure borrowings by mortgaging, pledging, or otherwise subjecting as security, all or any portion of the Trust Property;
(vii) to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person;
(viii) to lend money or any other Trust Property;
(ix) to aid by further investment any corporation, company, trust, association, or firm, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trustees have any direct or indirect interest;
(x) to guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures, and other obligations of any such corporation, company, trust, association, or firm;
(xi) to consent to or participate in any plan for the reorganization, consolidation, or merger of any corporation or issuer, any security or property of which is held in the Trust;
(xii) to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or issuer;
(xiii) to pay calls or subscriptions with respect to any security held in the Trust; and
(xiv) to join with other security holders in acting through a committee, depositary, voting trustee, or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary, or trustee as the Trustees shall deem proper.
(b) Additional Powers. The Trustees shall have the power and authority on behalf of the Trust:
(i) to employ, engage, or contract with, or make payments to, such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series, including, without limitation, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member, whether as agents or independent contractors of the Trust or any Series, or as delegates of the Trustees, officers, or any other Person who may be involved with the management of the business affairs of the Trust or any Series, to have such titles, and such rights, powers, and duties as the Trustees may determine from time
to time, and to terminate any such employment, engagement, or contract, or other relationship;
(ii) to authorize the Trust to enter into joint ventures, partnerships, and any other combinations or associations;
(iii) to elect and remove such officers as they consider appropriate;
(iv) to authorize the Trust to indemnify any Person with whom the Trust has dealings, including, without limitation, any service provider engaged pursuant to Article VII hereof, to such extent as the Trustees shall determine;
(v) to authorize the Trust to purchase, and pay for out of Trust Property, (A) insurance policies insuring the Shareholders, Trustees, officers, employees, and any other Persons, including, without limitation, any service provider engaged pursuant to Article VII hereof, against any or all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity whether or not the Trust would have the power to indemnify such Person against such liability, (B) insurance for the protection of Trust Property, (C) insurance as may be required by applicable law, or (D) such other insurance as the Trustees shall deem advisable, in each case as the Trustees shall determine;
(vi) to authorize the Trust to establish pension, profit-sharing, share purchase, and other retirement, incentive, and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any Trustees, officers, employees, and agents of the Trust;
(vii) to authorize the Trust to guarantee indebtedness or contractual obligations of others;
(viii) to determine and change the fiscal year of the Trust or any Series and the method by which its accounts shall be kept;
(ix) to adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; and
(x) to engage in any other lawful act or activity in connection with or incidental to any of the powers enumerated in this Declaration, to do everything necessary, suitable, or proper for the accomplishment of any purpose, or the attainment of any object, or the furtherance of any power herein set forth, either alone or in association
with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.
(c) The foregoing enumeration of the powers and authority of the Trustees shall be read as broadly and liberally as possible, it being the intent of the foregoing in no way to limit the Trustees' powers and authority.
SECTION 6.3 ISSUANCE AND REPURCHASE OF SHARES. The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants, or other rights to purchase Shares or any other interests in the Trust other than Shares.
SECTION 6.4 DELEGATION; COMMITTEES. The Trustees shall have power to delegate from time to time to one or more of their number or to officers, employees, agents, or independent contractors of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, except to the extent such delegation is prohibited by applicable law. Without limiting the foregoing, and notwithstanding any provisions herein to the contrary, the Trustees may by resolution appoint committees consisting of one or more, but fewer than all, of the Trustees then in office and such other members as the Trustees shall approve, which committees may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committees were the acts of all the Trustees then in office.
SECTION 6.5 COLLECTION AND PAYMENT. The Trustees shall have the power to authorize the Trust or its agents, in the name of the Trust or in the name of the Trustees, or in the name of one or more of the Trustees, to: collect all money or other property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, arbitrate, compromise, or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any money or other property is owed to the Trust; and to enter into releases, agreements, and other instruments; but the Trustees shall have no liability for failing to authorize any of the foregoing.
SECTION 6.6 EXPENSES. The Trustees shall have the power to authorize the Trust to incur and pay any expenses which, in the opinion of the Trustees, are necessary or incidental to carry out any of the purposes of this Declaration, to pay compensation from the funds of the Trust to themselves as Trustees and to reimburse themselves from the funds of the Trust for their expenses and disbursements. The Trustees shall approve the compensation of all officers, employees, and Trustees.
SECTION 6.7 MANNER OF ACTING. Except as otherwise provided herein, under applicable law or in the By-laws, any action to be taken or determination made by the Trustees may be taken or made by a majority of the Trustees present at a meeting of Trustees (a quorum being present), including any meeting held by
means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of a majority of Trustees then in office. Any such action or determination may be made by reference to one or more documents or instruments or policies or procedures outside this Declaration and outside the resolutions of the Trustees. Except as set forth specifically in this Declaration, any action that may be taken by the Trustees may be taken by them in their sole discretion and without the vote or consent of Shareholders.
SECTION 6.8 BY-LAWS. The Trustees may adopt By-laws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and shall have the exclusive power to amend or repeal such By-laws.
SECTION 6.9 PRINCIPAL TRANSACTIONS. Except in transactions not permitted by the 1940 Act, the Trustees may authorize the Trust to buy any securities or other assets from, or sell or lend any securities or other assets of the Trust to, any affiliate of the Trust or any account managed by an affiliate of the Trust, any Trustee or officer of the Trust, or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any service provider engaged pursuant to Article VII hereof or affiliate of the Trust or any account managed by an affiliate of the Trust.
SECTION 6.10 EFFECT OF TRUSTEES' DETERMINATION. Any action taken or determination made by or pursuant to the direction of the Trustees in good faith and consistent with the provisions of this Declaration shall be final and conclusive and shall be binding upon the Trust, every holder at any time of Shares and any other Person.
ARTICLE VII
SERVICE PROVIDERS
SECTION 7.1 INVESTMENT ADVISER AND ADMINISTRATOR. The Trust may enter into a contract or contracts with one or more Persons, to act as investment adviser, investment sub-adviser, manager, administrator, sub-administrator, or other agent or independent contractor to the Trust or Series, and as such to perform such functions as the Trustees may deem reasonable and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical, and administrative functions, under such terms and conditions, and for such compensation, as the Trustees may deem advisable. The Trustees may also authorize or direct any adviser or sub-adviser to employ one or more sub-advisers from time to time and any administrator to employ one or more sub-administrators from time to time, upon such terms and conditions as shall be approved by the Trustees.
SECTION 7.2 UNDERWRITER; TRANSFER AGENT; SHAREHOLDER SERVICING AGENT; CUSTODIAN. The Trust may enter into a contract or contracts with one or more Persons to act as underwriters, distributors, or placement agents whereby the Trust may either agree to sell Shares of the Trust or any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares and with such other provisions as the
Trustees may deem reasonable and proper, and the Trust may from time to time enter into transfer agency, sub-transfer agency, and/or shareholder servicing contract(s), in each case with such terms and conditions, and providing for such compensation, as the Trustees may deem advisable.
All securities and cash of the Trust shall be held pursuant to a written contract or contracts with one or more custodians and subcustodians or shall otherwise be held in accordance with the 1940 Act.
SECTION 7.3 PARTIES TO CONTRACT. Any contract of the character described in this Article VII may be entered into with any Person, including, without limitation, the investment adviser, any investment sub-adviser, or an affiliate of the investment adviser or sub-adviser, although one or more of the Trustees, officers, or Shareholders of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, or otherwise interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article VII or the By-laws. The same Person may be a party to more than one contract entered into pursuant to this Article VII and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Article VII.
SECTION 7.4 FURTHER AUTHORITY OF TRUSTEES. The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of, supplement, assign all or a portion of, novate, or terminate such contracts, agreements, or arrangements. The enumeration of any specific contracts in this Article VII shall in no way be deemed to limit the power and authority of the Trustees as set forth in Section 6.2 hereof to authorize the Trust to employ, contract with, or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Trust.
ARTICLE VIII
DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE
SECTION 8.1 DISTRIBUTIONS. The Trustees (or any committee so authorized by the Trustees) may from time to time declare and authorize the payment of, or may prescribe and set forth in a duly adopted vote or votes of the Trustees or committee, the bases and time or frequency, which may be monthly or otherwise, for the declaration and payment of, such dividends and distributions on Shares of a particular Series as they may deem necessary or desirable, after providing for actual and accrued expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with good accounting practices.
All dividends and distributions on Shares of a particular Series shall be distributed only from the Assets belonging to that Series, as such term is defined in Section 4.9 hereof, and shall be distributed pro rata to the Shareholders of that Series in proportion to the number of Shares of that Series held by such Shareholders at the date and time of record for the payment of such dividends or distributions, subject to any variations with respect to Classes of Shares of such Series, if any, and in a manner consistent with the 1940 Act and the Code. Such distributions may be paid in cash and/or in securities or other property, and the composition of any such distribution shall be determined by the Trustees and may be different among Shareholders (including differences among Shareholders in the same Series or Class).
SECTION 8.2 REDEMPTION OF SHARES. All Shares of the Trust shall be
redeemable at the redemption price determined in the manner set out in this
Declaration, provided however that if the Trustees determine, pursuant to
Section 4.2 hereof to issue Shares of any Series or Class in Creation Units,
then only Shares of such Series or Class aggregating a Creation Unit shall be
redeemable hereunder, and unless the Trustees otherwise determine, there shall
be no redemption of partial or fractional Creation Units. The Trust shall redeem
the Shares of the Trust or any Series or Class at the price determined as
hereinafter set forth, at such offices or agencies and in accordance with such
conditions, not inconsistent with the 1940 Act, regarding the redemption of
Shares as may be described in the applicable Prospectus.
SECTION 8.3 REDEMPTION PRICE. Shares of each Series and Class shall be redeemed at their net asset value determined as set forth in Section 8.7 hereof as of such time as the Trustees shall have theretofore prescribed, less such fees and/or charges, if any, as may be established by the Trustees from time to time.
SECTION 8.4 PAYMENT. Payment of the redemption price of Shares of any Series or Class shall be made in cash or in property or any combination thereof, out of the Assets belonging to such Series, as such term is defined in Section 4.9 hereof, and the composition of any such payment may be different among Shareholders (including differences among Shareholders in the same Series or Class), at such time and in the manner as may be specified from time to time in the applicable Prospectus. In no event shall the Trust be liable for any delay of any other Person in transferring securities or other property selected for delivery as all or part of any such payment.
SECTION 8.5 REDEMPTION OF SHAREHOLDER'S INTEREST BY ACTION OF TRUST. Subject to the provisions of the 1940 Act, the Trust may redeem some or all of the Shares of the Trust or one or more Series or Classes held by any Shareholder for any reason and under terms set by the Trustees, including by way of illustration, for the following reasons:
(a) the value of such Shares held by such Shareholder being less than the minimum amount established from time to time by the Trustees;
(b) the determination that direct or indirect ownership of Shares by any Person has become concentrated in such Shareholder to any extent that would disqualify that Series as a regulated investment company under the Code;
(c) the failure of a Shareholder to supply a tax identification or other identification or if the Trust is unable to verify a Shareholder's identity;
(d) the failure of a Shareholder to pay when due for the purchase of Shares issued to such Shareholder;
(e) the failure of a Shareholder to meet or maintain the qualifications for ownership of a particular Class or Series of Shares;
(f) the payment of account fees or other charges, expenses and/or fees as set by the Trustees, including without limitation any small account fees permitted by Section 4.4 hereof;
(g) the determination that ownership of Shares by a particular Shareholder is not in the best interests of the remaining Shareholders of the Trust or applicable Series or Class;
(h) the failure of a holder of Shares or other securities of the Trust to comply with a demand pursuant to Section 4.10 hereof;
(i) in connection with the termination of any Series or Class of Shares; or
(j) when the Trust is requested or compelled to do so by governmental authority or applicable law.
SECTION 8.6 SUSPENSION OF RIGHT OF REDEMPTION. Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares to require the Trust to redeem Shares to the extent permissible under the 1940 Act.
SECTION 8.7 DETERMINATION OF NET ASSET VALUE; VALUATION OF PORTFOLIO ASSETS. The Trustees may from time to time prescribe such bases and times for determining the per Share net asset value of the Shares of the Trust or any Series or Class and may prescribe or approve the procedures and methods for determining the value of portfolio assets as they may deem necessary or desirable.
The Trust may suspend the determination of net asset value during any period when it may suspend the right of the holders of Shares to require the Trust to redeem Shares.
SECTION 8.8 RESERVES. The Trustees may set apart, from time to time, out of any funds of the Trust or Series or of funds allocable to a Class thereof a reserve or reserves for any proper purpose, and may abolish any such reserve.
SECTION 8.9 DETERMINATION BY TRUSTEES. The Trustees may make, or may authorize any one or more officers to make, any determinations they deem necessary with respect to the provisions of this Article VIII, including, but not limited to, the following matters: the amount of the assets, obligations, liabilities, and expenses of the Trust; the amount of the net income of the Trust from dividends, capital gains, interest, or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust; the number of Shares of the Trust issued or issuable; the net asset value per Share; and any of the foregoing matters as it may pertain to any Series or Class.
ARTICLE IX
LIMITATION OF LIABILITY AND INDEMNIFICATION
SECTION 9.1 NO PERSONAL LIABILITY OF AND INDEMNIFICATION OF SHAREHOLDERS. No personal liability for any debt, liability, or obligation, or expense incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series or Class shall attach to any Shareholder or former Shareholder of the Trust solely by reason of his being or having been a Shareholder. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators, or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust or, if the Trust has more than one Series, the applicable Series, to be held harmless from and indemnified against all loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the Trust arising hereunder to reimburse any Shareholder for taxes paid by reason of such Shareholder's ownership of any Shares or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Shareholder or former Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon.
SECTION 9.2 LIMITATION OF LIABILITY OF TRUSTEES AND OTHERS. (a) No Liability except to Trust. No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or any Series, in connection with the affairs of the Trust or any Series; and all Persons shall look solely to the Trust
Property or property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series, respectively.
Every note, bond, contract, instrument, certificate, Share, or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon.
All persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the Trust Property, or property of a Series, respectively, for payment under such credit, contract, or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees, or agents, whether past, present, or future, shall be personally liable therefor.
(b) Limitation of Liability to Trust. No person who is or has been a Trustee, officer, or employee of the Trust shall be liable to the Trust or to any Series for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his or her own bad faith, willful misfeasance, gross negligence, or reckless disregard of his or her duties involved in the conduct of the individual's office, and for nothing else and shall not be liable for errors of judgment or mistakes of fact or law.
(c) No Liability for Acts of Others. Without limiting the foregoing limitations of liability contained in this Section 9.2, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing of any officer, employee, investment adviser, sub-adviser, principal underwriter, custodian, transfer agent, or other agent. or independent contractor of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee (or for the failure to compel in any way any former or acting Trustee to redress any breach of trust), except in the case of such Trustee's own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
(d) Notice in Instruments. Every note, bond, contract, instrument, certificate, or undertaking made or issued by the Trustees or by any officers or officer on behalf of the Trust shall give notice that this Declaration is on file with the Secretary of State of the Commonwealth of Massachusetts, shall recite that the same was executed or made by or on behalf of the Trust by them as Trustees or as officers and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or the applicable Series, and may contain such further recitals as they or he or she may deem appropriate, but the omission thereof shall not operate to bind any Trustees or officers or Shareholders individually.
SECTION 9.3 EXPERTS; NO BOND OR SURETY. The Trustees may rely upon advice of counsel or other experts with respect to the meaning and operation of this Declaration and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account and records of the Trust and upon written or oral reports made to the Trustees by any officer, employee, or agent of the Trust, any Trustee or committee of Trustees, or any counsel to the Trust, the Trustees, or any committee of Trustees, any independent registered public accounting firm, and (with respect to the subject matter of the contract involved) any officer, partner, or responsible employee of any other party to any contract entered into hereunder. The appointment, designation, or identification (including in any proxy or registration statement or other document) of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or a lead independent Trustee, or as having experience, attributes or skills in any area, or any other appointment, designation, or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation, or identification, and no Trustee who has special attributes, skills, experience, or expertise, or is appointed, designated, or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation, or identification of a Trustee as aforesaid shall affect in any way that Trustee's rights or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
SECTION 9.4 LIABILITY OF THIRD PERSONS DEALING WITH THE TRUST OR
TRUSTEES. No Person dealing with the Trust or the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made or to be made
by the Trust or Trustees or to see to the application of any payments made or
property transferred to the Trust or upon its order. The provisions of this
Section 9.4 do not address or limit any claim that the Trust may have against
any Person contracting with the Trust, or change any obligation owed to the
Trust under any contract or otherwise.
SECTION 9.5 INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees, or agents of another organization in which the Trust has an interest as a shareholder, creditor, or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit, or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee, or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative, or other, including appeals, and the words "liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities.
SECTION 9.6 FURTHER INDEMNIFICATION. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a merger or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article IX.
SECTION 9.7 AMENDMENTS AND MODIFICATIONS. Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment, modification, or change to the provisions of this Declaration or the By-laws adversely affect in any manner the rights of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any proceeding in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer, or employee of the Trust or (b) any insurance payments under
policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time of such amendment, modification, or change to this Declaration or the By-laws.
SECTION 9.8 DERIVATIVE AND DIRECT ACTIONS. (a) The purpose of this
Section 9.8 is to protect the interests of the Trust and its Shareholders by
establishing a process that will permit legitimate inquiries and claims to be
made and considered while avoiding the time, expense, distraction, and other
harm that can be caused to the Trust and its Shareholders as a result of
spurious Shareholder claims, demands, and derivative actions.
(b) No Shareholder may bring a derivative or similar action or proceeding in the right of or name of or on behalf of the Trust or any Series to recover a judgment in its favor (a "derivative action") unless each of the following conditions is met:
(i) The Shareholder (the "Complaining Shareholder") was a Shareholder of the Trust or, if brought in the right of or name of or on behalf of a Series, of the Series on behalf of or in the right of or name of which the derivative action is proposed to be brought (the "affected Series"), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time;
(ii) The Complaining Shareholder was a Shareholder of the Trust or, if brought in the right of or name of or on behalf of a Series, the affected Series at the time the demand required by subparagraph (iii) below was made;
(iii) Prior to the commencement of such derivative action, the Complaining Shareholder has made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series (a "demand"), which demand shall include at least the following:
(1) a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made, and the reasonably estimated damages or other relief sought;
(2) a statement to the effect that the Complaining Shareholder believes in good faith that the Complaining Shareholder will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the rights of the Trust or, if applicable, the affected Series, and an explanation of why the Complaining Shareholder believes that to be the case;
(3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification;
(4) a list of all other derivative or class actions in which the Complaining Shareholder is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs, and the outcome or current status of such actions;
(5) a certification by the Complaining Shareholder of the number of Shares of the Trust or, if brought in the right of or name of or on behalf of a Series, the affected Series owned beneficially or of record by the Complaining Shareholder at the time set forth in subparagraphs (i) and (ii) of this paragraph (b) and an undertaking that the Complaining Shareholder will be a Shareholder of the
Trust or, if applicable, the affected Series as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer, or other disposition by the Complaining Shareholder of any such Shares within three business days thereof; and
(6) an acknowledgment of the provisions of paragraphs
(f), (h), (i), and (j) of this Section 9.8 below; and
(iv) the derivative action has not been barred in accordance with paragraph (d) below.
(c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand (the "independent Trustees") will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust or the affected Series, as applicable. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the "review period"). Notice of any such decision to extend the review period shall be sent to the Complaining Shareholder, or the Shareholder's counsel if represented by counsel, in writing in accordance with the provisions of Section 4.12 hereof, within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by
virtue of (i) the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders.
(d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust or the affected Series, as applicable, the demand shall be rejected and the Complaining Shareholder shall not be permitted to maintain a derivative action unless the Shareholder first sustains the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively, or permit the Complaining Shareholder to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Series shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholder of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to the Complaining Shareholder, or the Shareholder's counsel, if represented by counsel, within five business days of such decision having been reached.
(e) If notice of a decision has not been sent to the Complaining
Shareholder or the Shareholder's counsel within the time permitted by paragraph
(d) above, and subparagraphs (i) through (iv) of paragraph (b) above have been
complied with, the Complaining Shareholder shall not be barred by this
Declaration from commencing a derivative action.
(f) Each Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible, jointly and severally, for the costs and expenses (including attorneys' fees) incurred by the Trust in connection with the Trust's consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose.
(g) No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust, or an affected Series, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of an affected Series, unless the Shareholder has suffered an injury distinct from that suffered by the Shareholders of the Trust, or the affected Series, generally. Without limiting the generality of the foregoing, claims to vindicate
a Shareholder's contractual voting rights constitute direct claims only when the alleged injury to the Shareholder relating to the claim about his, her, or its voting rights is distinct from injury alleged to be suffered by the Shareholders of the Trust, or the affected Series, generally. A Shareholder bringing a direct claim must be a Shareholder of the Trust or, as applicable, the affected Series against which the direct action is brought at the time of the injury complained of, or have acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time.
(h) Each Shareholder who commences or maintains a derivative or direct action in violation of this Section 9.8 shall, jointly and severally, reimburse the Trust for the costs and expenses (including attorneys' fees) incurred by the Trust in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys' fees) incurred by the Trust in connection with the action shall be borne, jointly and severally, by each Complaining Shareholder who commenced the action. If a court dismisses a direct action for failure to state a claim, the costs and expenses (including attorneys' fees) incurred by the Trust in connection with the action shall be borne, jointly and severally, by each Shareholder who commenced the action.
(i) The Trust shall be responsible for payment of attorneys' fees and legal expenses incurred by a Shareholder bringing a derivative or direct action in any circumstances only if required by law. Any attorneys' fees so incurred by a Shareholder that the Trust is obligated to pay shall be calculated using reasonable hourly rates.
(j) Any claim subject to this Section 9.8 shall be subject to
Section 11.4 below.
ARTICLE X
TERMINATION; MERGERS AND SALE OF ASSETS
SECTION 10.1 TERMINATION OF TRUST OR SERIES. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust or any Series of the Trust may be terminated at any time by the Trustees by written notice to the Shareholders of the Trust or such Series as the case may be.
(b) Upon the requisite action of the Trustees to terminate the Trust or such Series, after paying or otherwise providing for all charges, taxes, expenses, and liabilities, whether due or accrued or anticipated, as may be determined by the Trustees, which may include the establishment of a liquidating trust or similar vehicle, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets of the Trust or assets of the particular Series to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Shares of the Trust or such Series in the manner determined by the Trustees, provided that Shareholders of a particular Series shall be entitled to receive a pro rata share of the net assets of such Series only, subject to any variations with respect to Classes of Shares of such Series, if
any. Thereupon, the Trust or any affected Series shall terminate, and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title, and interest of all parties with respect to the Trust or such Series shall be canceled and discharged, and without limiting the foregoing, in the event that following the final distribution of the net assets of and the termination of the Trust or affected Series, as the case may be, the Trust or affected Series, receives or is entitled to receive any assets, the Trustees shall be under no obligation to distribute or provide for the distribution of such assets to the Shareholders of the Trust or affected Series, but may make such other arrangements for the distribution of such assets as they shall determine in their sole discretion to be reasonable or appropriate under the circumstances. Notwithstanding the foregoing, at their discretion, the Trustees may abandon any previously adopted plan to terminate the Trust or a Series at any time. The Trustees shall file or cause to be filed any instruments as may be required to be filed with the Commonwealth of Massachusetts or any other governmental office where such filing may be required in connection with the termination of the Trust or any Series.
(c) Any Class of the Trust may be terminated by the Trustees as provided in Article IV hereof.
SECTION 10.2 SALE OF ASSETS; MERGER; REORGANIZATION. The Trustees may authorize the Trust or any Series or Class to merge or consolidate with or sell, lease, transfer, pledge, exchange, convey, or dispose of all or substantially all of the Trust Property (or all or substantially all of the Trust Property allocated or belonging to a particular Series or Class), including its goodwill, to any one or more business trusts, corporations, or other business entities or series or classes thereof (including another Series or Class of the Trust) upon such terms and conditions and for such consideration (which may include the assumption of some or all of the outstanding obligations and liabilities, accrued or contingent, whether known or unknown, of the Trust or such Series or Class) as the Trustees may determine. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust or any Series to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder or fund of funds structure.
SECTION 10.3 COMBINATION OF CLASSES. The authority of the Trustees under this Article X with respect to the merger, consolidation, sale of assets, or reorganization of any Class or any Series is in addition to the authority of the Trustees under Section 4.9 hereof to combine two or more Classes of a Series into a single Class.
ARTICLE XI
AMENDMENTS; FILINGS; MISCELLANEOUS
SECTION 11.1 AMENDMENTS TO DECLARATION. (a) The Trustees may by vote of a majority of the Trustees then in office amend or otherwise supplement the Declaration by making an amendment, a Declaration supplemental hereto, or an
amended and restated Declaration, provided, however, that an amendment to any provision of Article V hereof shall require the vote of two-thirds (2/3) of the Trustees then in office.
(b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair any exemption from or limitation of personal liability of any Person who is or has been a Shareholder, Trustee, officer, or employee of the Trust, or limit the rights to indemnification, advancement of expenses, or insurance provided in Article IX with respect to actions or omissions of Persons entitled to indemnification, advancement of expenses, or insurance under such Article prior to such amendment.
SECTION 11.2 FILINGS; COPIES OF DECLARATION; COUNTERPARTS; HEADINGS. The original or a copy of this instrument and of each amendment and/or restatement hereto shall be kept in the office of the Trust where it may be inspected by any Shareholder. An original or copy of this instrument, any amendment and/or restatement hereto, and any Designation executed in accordance with Section 4.9 hereof shall be filed by the Trustees with the Secretary of the Commonwealth of Massachusetts, as well as any other governmental office where such filing may from time to time be required, provided, however, that the failure to so file will not invalidate this instrument, any properly authorized amendment and/or restatement hereto, or Designation. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments, restatements, or Designations have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this instrument or of any such amendments, restatements, or Designations. This instrument and any such amendments, restatements, or Designations may be executed in any number of counterparts, each of which shall be deemed an original. Headings are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather than the headings, shall control.
SECTION 11.3 TRUSTEES MAY RESOLVE AMBIGUITIES. The Trustees may construe any of the provisions of this Declaration insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any such construction hereof by the Trustees in good faith shall be conclusive as to the meaning to be given to such provisions.
SECTION 11.4 APPLICABLE LAW; FORUM SELECTION; JURY WAIVER. (a) The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of the Commonwealth of Massachusetts, without reference to its conflicts of law rules, as a Massachusetts business trust, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers and privileges afforded to business trusts or actions that may be engaged in by business trusts, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
(b) Notwithstanding the first sentence of Section 11.4(a) hereof, there shall not be applicable to the Trust, the Trustees, or this Declaration any provisions of the laws (statutory or common) of the Commonwealth of Massachusetts (other than Chapter 182 of the Massachusetts General Laws) or any other state pertaining to trusts, including by way of illustration and without limitation, laws that relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust; (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding, or disposition of real or personal property; (iv) fees or other sums applicable to trustees, officers, agents, or employees of a trust; (v) the allocation of receipts and expenditures to income or principal; (vi) restrictions or limitations on the permissible nature, amount, or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets; or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers or authorities and powers of trustees.
(c) No provision of this Declaration shall be effective to require a waiver of compliance with any provision of, or restrict any shareholder rights expressly granted by, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the 1940 Act, or of any valid rule, regulation, or order of the Commission thereunder.
(d) Any action commenced by a Shareholder (i) directly against (A) the Trust or a Series, (B) its Trustees or officers related to, arising out of, or concerning the Trust, its business, or operations, or (C) otherwise related to, arising out of, or concerning the Trust, its business or operations or (ii) derivatively in the right or name of, or on behalf of, the Trust. or Series (collectively, the "Covered Actions"), shall be brought only in the U.S. District Court for the District of Massachusetts (Boston Division) or if such Covered Action may not be brought in that court, then such action shall be brought in the Business Litigation Session of Suffolk Superior Court in Massachusetts (the "Chosen Courts"). The Trust, its Trustees and officers, and its Shareholders each (X) consent to jurisdiction in the Chosen Courts; (Y) waive any objection to venue in any of the Chosen Courts; and (Z) waive any objection that any of the Chosen Courts is an inconvenient forum. Except to the extent prohibited by applicable law, if any Shareholder shall commence a Covered Action in any court other than a Chosen Court without the written consent of the Trust, then each such Shareholder shall be obligated, jointly and severally, to reimburse the Trust and any Trustee or officer of the Trust made a party to such proceeding, for the costs and expenses (including attorneys' fees) incurred by the Trust and any Trustee or officer of the Trust in connection with any successful motion to dismiss, stay, or transfer such action on the basis of the failure to comply with this Section 11.4(d).
(e) In any Covered Action, there shall be no right to a jury trial.
THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT PERMITTED
BY LAW.
SECTION 11.5 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any such provision, in whole or in part, is in conflict with the 1940 Act, any applicable provisions of the Code, and the regulations thereunder, or with other applicable laws and regulations, the conflicting provision, or the conflicting part or parts thereof, shall be deemed not to constitute a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only to such provision, or such part or parts thereof, in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.
SECTION 11.6 WRITINGS. To the fullest extent permitted by applicable law, except as the Trustees may otherwise determine:
(a) any requirements in this Declaration or in the By-laws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent, or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees provided such form is capable of conversion into a written form within a reasonable time; and
(b) any requirements in this Declaration or in the By-laws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees.
Signature page follows
IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this instrument as of the date first written above.
/s/ James A. Bowen ------------------------------- James A. Bowen, as Trustee 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 /s/ Richard E. Erickson ------------------------------- Richard E. Erickson, as Trustee 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 /s/ Thomas R. Kadlec ------------------------------- Thomas R. Kadlec, as Trustee 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 /s/ Robert F. Keith ------------------------------- Robert F. Keith, as Trustee 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 /s/ Niel B. Nielson ------------------------------- Niel B. Nielson, as Trustee 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
First Trust Exchange-Traded Fund VI
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 88 to Registration Statement No. 333-182308 on Form N-1A of our report dated November 20, 2017, relating to the financial statements and financial highlights of First Trust NASDAQ Technology Dividend Index Fund, Multi-Asset Diversified Income Index Fund, International Multi-Asset Diversified Income Index Fund, First Trust High Income ETF, First Trust Low Beta Income ETF, First Trust Rising Dividend Achievers ETF, First Trust Dorsey Wright Focus 5 ETF, First Trust RBA American Industrial Renaissance(R) ETF, First Trust RBA Quality Income ETF, First Trust Dorsey Wright International Focus 5 ETF, and First Trust Dorsey Wright Dynamic Focus 5 ETF, appearing in the Annual Report on Form N-CSR for First Trust Exchange-Traded Fund VI as of and for the period ended September 30, 2017, and to the references to us under the headings "Financial Highlights" in the Prospectuses and "Overview of the Funds and the Service Providers" and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statements of Additional Information, which are part of such Registration Statement.
/s/ Deloitte & Touche LLP Chicago, Illinois January 29, 2018 |
January 23, 2018
First Trust Exchange-Traded Fund VI
120 East Liberty Drive
Wheaton, Illinois 60187
Re: 12b-1 Plan Extension Letter for First Trust Exchange-Traded Fund VI (the "Trust")
Ladies and Gentlemen:
It is hereby acknowledged that First Trust Portfolios L.P. serves as the distributor of the shares of each series of the above-referenced Trust. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), comprised of various exchange-traded funds (each, a "Fund," and, collectively, the "Funds") set forth on Exhibit A attached hereto, which may be amended from time to time.
It is further acknowledged that the Trust has adopted a Distribution and Service Plan (the "Plan") pursuant to Rule l2b-1 under the 1940 Act with respect to the shares of beneficial interest ("Shares") of the Funds. Pursuant to the Plan, each Fund may bear a fee not to exceed 0.25% per annum of such Fund's average daily net assets.
The purpose of this letter agreement is to agree and acknowledge that the Funds shall not pay, and we shall not collect, any fees pursuant to the Plan any time before the date set forth on Exhibit A attached hereto for each Fund.
Very Truly Yours,
FIRST TRUST PORTFOLIOS L.P.
/s/ James M. Dykas ---------------------------- James M. Dykas Chief Financial Officer |
AGREED AND ACKNOWLEDGED:
First Trust Exchange-Traded Fund VI
/s/ Donald P. Swade ----------------------------------- Donald Swade Treasurer, Chief Financial Officer and Chief Accounting Officer |
EXHIBIT A ------------------------------------------------------------ ---------------- FUNDS DATES ------------------------------------------------------------ ---------------- First Trust Exchange Traded Fund VI ------------------------------------------------------------ ---------------- First Trust NASDAQ Technology Dividend Index Fund 01/31/19 ------------------------------------------------------------ ---------------- Multi-Asset Diversified Income Index Fund 01/31/19 ------------------------------------------------------------ ---------------- International Multi-Asset Diversified Income Index Fund 01/31/19 ------------------------------------------------------------ ---------------- First Trust Rising Dividend Achievers ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust RBA Quality Income ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust RBA American Industrial Renaissance ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust Dorsey Wright Focus 5 ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust Dorsey Wright International Focus 5 ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust BuyWrite Income ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust Hedged BuyWright ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust Dorsey Wright Dynamic Focus 5 ETF 01/31/19 ------------------------------------------------------------ ---------------- First Trust Nasdaq Oil & Gas ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Food & Beverage ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Retail ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Bank ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Transportation ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Pharmaceuticals ETF 08/30/18 ------------------------------------------------------------ ---------------- First Trust Nasdaq Semiconductor ETF 08/30/18 ------------------------------------------------------------ ---------------- Developed International Equity Select ETF 06/20/18 ------------------------------------------------------------ ---------------- Emerging Markets Equity Select ETF 06/20/19 ------------------------------------------------------------ ---------------- Large Cap US Equity Select ETF 06/20/19 ------------------------------------------------------------ ---------------- Mid Cap US Equity Select ETF 06/20/19 ------------------------------------------------------------ ---------------- Small Cap US Equity Select ETF 06/20/19 ------------------------------------------------------------ ---------------- US Equity Dividend Select ETF 06/20/19 ------------------------------------------------------------ ---------------- First Trust SMID Cap Rising Dividend Achievers ETF 10/31/19 ------------------------------------------------------------ ---------------- First Trust Indxx Innovative Transaction & Process ETF 01/19/20 ------------------------------------------------------------ ---------------- |