As filed with the Securities and Exchange Commission on September 6, 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. 111 | [X] |
and/or | |
Registration Statement Under the Investment Company Act of 1940 | [ ] |
Amendment No. 113 | [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):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) 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. 111
This Registration Statement comprises the following papers and contents:
The Facing Sheet
Part A - Prospectus for First Trust Dorsey Wright Momentum & Dividend ETF (formerly First Trust RBA Quality Income ETF)
Part B - Statement of Additional Information for First Trust Dorsey Wright Momentum & Dividend ETF (formerly First Trust RBA Quality Income ETF)
Part C - Other Information
Signatures
Index to Exhibits
Exhibits
First Trust
Exchange-Traded Fund VI |
Ticker Symbol: | DDIV |
Exchange: | Nasdaq |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Management Fees | 0.60% |
Distribution and Service (12b-1) Fees | 0.00% |
Other Expenses | 0.00% |
Total Annual Fund Operating Expenses | 0.60% |
1 Year | 3 Years | 5 Years | 10 Years |
$61 | $192 | $335 | $750 |
(1) | The Fund's calendar year-to-date total return based on net asset value for the period 12/31/17 to 6/30/18 was -2.30%. |
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% | |
Dorsey Wright Momentum Plus Dividend Yield Index (1) , (2) (reflects no deduction for fees, expenses or taxes) | N/A | N/A | |
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% |
(1) | On September 6, 2018, the Fund's underlying index changed from the Richard Bernstein Advisors Quality Income Index to the Dorsey Wright Momentum Plus Dividend Yield Index. Because the Fund’s new underlying index had an inception date of July 2, 2018, performance information is not included above. |
(2) | Performance data is not available for all the periods shown in the table for the index because performance data does not exist for some of the entire periods. |
• | 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 |
• | Mr. Lindquist is Chairman of the Investment Committee and presides over Investment Committee meetings. Mr. Lindquist is responsible for overseeing the implementation of the 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. |
• | be a member of the NASDAQ US Large Mid Index; |
• | securities that have had announced buyout offers may be removed from the eligible universe even if they remain in the NASDAQ US Large Mid Index; |
• | have a minimum average daily dollar volume of $1 million for 30-day period prior to evaluation; |
• | one security per issuer is permitted. If an issuer has multiple securities, the security selected for possible inclusion into the Index will be based on the Index Provider’s proprietary screening; |
• | a 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 |
• | a security may not have annual financial statements with an audit opinion that is currently withdrawn. |
0.00% – 0.49% | 0.50% – 0.99% | 1.00% – 1.99% | >=2.00% | |
12 Months Ended 12/31/2017 | 140 | 0 | 0 | 0 |
6 Months Ended 6/30/2018 | 40 | 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 |
6 Months Ended 6/30/2018 | 85 | 0 | 0 | 0 |
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 | ||||
Richard Bernstein Advisors Quality Income Index | 14.82% | 9.54% | 38.32% | |
Dorsey Wright Momentum Plus Dividend Yield Index (1) , (2) | N/A | N/A | N/A | |
S&P 500 ® Index | 18.61% | 10.91% | 44.56% | |
Dow Jones U.S. Select Dividend TM Index | 13.21% | 11.82% | 48.82% |
(1) | On September 6, 2018, the Fund's underlying index changed from the Richard Bernstein Advisors Quality Income Index to the Dorsey Wright Momentum Plus Dividend Yield Index. Because the Fund’s new underlying index had an inception date of July 2, 2018, performance information is not included above. |
(2) | Performance data is not available for all the periods shown in the table for the index because performance data does not exist for some of the entire periods. |
Six Months
Ended 3/31/2018 (unaudited) |
Year Ended September 30, |
For the Period
3/10/2014 (a) through 9/30/2014 |
|||
2017 | 2016 | 2015 | |||
Net asset value, beginning of period | $ 24.54 | $ 22.11 | $ 20.10 | $ 19.91 | $ 20.00 |
Income from investment operations: | |||||
Net investment income (loss) | 0.33 | 0.60 | 0.55 | 0.53 | 0.34 |
Net realized and unrealized gain (loss) | (0.10) | 2.44 | 1.96 | 0.19 | (0.10) |
Total from investment operations | 0.23 | 3.04 | 2.51 | 0.72 | 0.24 |
Distributions paid to shareholders from: | |||||
Net investment income | (0.31) | (0.61) | (0.50) | (0.53) | (0.33) |
Net asset value, end of period | $ 24.46 | $ 24.54 | $ 22.11 | $ 20.10 | $ 19.91 |
Total Return (b) | 0.91% | 13.93% | 12.52% | 3.49% | 1.14% |
Ratios/supplemental data: | |||||
Net assets, end of period (in 000’s) | $29,354 | $28,221 | $22,107 | $10,049 | $ 4,978 |
Ratios to average net assets: | |||||
Ratio of total expenses to average net assets | 0.70% (c) | 0.70% | 0.70% | 0.70% | 0.70% (c) |
Ratio of net investment income (loss) to average net assets | 2.62% (c) | 2.61% | 2.79% | 2.64% | 3.16% (c) |
Portfolio turnover rate (d) | 100% | 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. |
First Trust
Exchange-Traded Fund VI |
FUND NAME | TICKER SYMBOL | EXCHANGE | ||
First Trust Dorsey Wright Momentum & Dividend ETF | DDIV | Nasdaq | ||
(formerly First Trust RBA Quality Income ETF) |
|
1 |
|
3 |
|
3 |
|
4 |
|
7 |
|
8 |
|
9 |
|
17 |
|
17 |
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19 |
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20 |
|
22 |
|
26 |
|
26 |
|
32 |
|
36 |
|
37 |
|
38 |
|
38 |
|
A-1 |
|
B-1 |
(1) | The Fund may not issue senior securities, except as permitted under the 1940 Act. |
(2) | The Fund may not borrow money, except that the 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 the Fund's total assets (including the amount borrowed), less the Fund's liabilities (other than borrowings). |
(3) | The 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) | The 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 the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities). |
(5) | The Fund may not make loans to other persons, except through (i) the purchase of debt securities permissible under the 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 the Fund if, as a result, the aggregate of such loans would exceed 33⅓% of the value of the Fund's total assets. |
(6) | The 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 the 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) | The Fund may not invest 25% or more of the value of its total assets in the securities of issuers in any one industry or group of industries, except to the extent that the Fund’s Index is concentrated in an industry or a 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) | The 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, the 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) | The 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 the 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 the Fund may not be fully insured. The Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets. |
(3) | The 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) | The 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 the 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 the 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 the Fund to invest temporarily available cash. The 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 the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the 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 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, the 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 the Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws. | |
(5) | The 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) | The 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 the Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by the Fund at any time. The 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 the Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. The 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) | The 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 the Fund to bear proportionately the costs incurred by the money market funds’ operations. At the same time, the 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 the Fund to lose money by investing in money market funds. |
Portfolio Turnover Rate
|
|
Fiscal Year Ended September 30, | |
2017 | 2016 |
150% | 136% |
Name and
Year 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)
1955 |
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) | 157 Portfolios | None |
INDEPENDENT TRUSTEES | |||||
Richard E. Erickson
1951 |
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) | 157 Portfolios | None |
Thomas R. Kadlec
1957 |
Trustee |
• Indefinite term
• Since inception |
President, ADM Investor Services, Inc. (Futures Commission Merchant) | 157 Portfolios | Director of ADM Investor Services, Inc., ADM Investor Services International, Futures Industry Association, and National Futures Association |
Robert F. Keith
1956 |
Trustee |
• Indefinite term
• Since inception |
President, Hibs Enterprises (Financial and Management Consulting) | 157 Portfolios | Director of Trust Company of Illinois |
Niel B. Nielson
1954 |
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) | 157 Portfolios |
Director of Covenant Transport, Inc.
(May 2003 to May 2014) |
Name and
Year of Birth |
Position and
Offices with Trust |
Term of Office and
Length of Service |
Principal Occupations
During Past 5 Years |
OFFICERS OF THE TRUST | |||
James M. Dykas
1966 |
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 (January 2016 to present), BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) |
W. Scott Jardine
1960 |
Secretary and Chief Legal Officer |
• Indefinite term
• Since inception |
General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.; Secretary and General Counsel, BondWave LLC; and Secretary, Stonebridge Advisors LLC |
Daniel J. Lindquist
1970 |
Vice President |
• Indefinite term
• Since inception |
Managing Director, First Trust Advisors L.P. and First Trust Portfolios L.P. |
Kristi A. Maher
1966 |
Chief Compliance Officer and Assistant Secretary |
• Indefinite term
• Since inception |
Deputy General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P. |
Donald P. Swade
1972 |
Treasurer, Chief Financial Officer and Chief Accounting Officer |
• Indefinite term
• Since January 2016 |
Senior Vice President (July 2016 to Present), Vice President (April 2012 to July 2016), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Name and
Year of Birth |
Position and
Offices with Trust |
Term of Office and
Length of Service |
Principal Occupations
During Past 5 Years |
Roger F. Testin
1966 |
Vice President |
• Indefinite term
• Since inception |
Senior Vice President, First Trust Advisors L.P. and First Trust Portfolios L.P. |
Stan Ueland
1970 |
Vice President |
• Indefinite term
• Since inception |
Senior Vice President, First Trust Advisors L.P. and First Trust Portfolios L.P. |
(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 Fund. |
Name of Trustee |
Total Compensation from
the Fund (1) |
Total Compensation from
the First Trust Fund Complex (2) |
Richard E. Erickson | $1,900 | $414,011 |
Thomas R. Kadlec | $1,899 | $403,267 |
Robert F. Keith | $1,897 | $403,163 |
Niel B. Nielson | $1,893 | $392,987 |
(1) | The compensation paid by the Fund to the Independent Trustees for the fiscal year ended September 30, 2017 for services to the Fund. |
(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. |
Trustee |
Dollar Range of
Equity Securities in the Fund (Number of Shares Held) |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in the First Trust Fund Complex |
Interested Trustee | ||
James A. Bowen | None | Over $100,000 |
Independent Trustees | ||
Richard E. Erickson | None | Over $100,000 |
Thomas R. Kadlec | None | Over $100,000 |
Robert F. Keith | None | Over $100,000 |
Niel B. Nielson | None | Over $100,000 |
Amount of Unitary Fees
|
||
Fiscal Year Ended September 30, | ||
2017 | 2016 | 2015 |
$181,704 | $89,457 | $63,974 |
Name |
Position with
First Trust |
Length of Service
with First Trust |
Principal Occupation During Past Five Years |
Daniel J. Lindquist |
Chairman of the
Investment Committee and Managing Director |
Since 2004 |
Managing Director (2012 to present), Senior Vice
President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Jon C. Erickson | Senior Vice President | Since 1994 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
David G. McGarel |
Chief Operating Officer,
Chief Investment Officer and Managing Director |
Since 1997 |
Chief Operating Officer (2016 to present)
Chief Investment Officer (2012 to present), Managing Director (2012 to present), Senior Vice President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Roger F. Testin | Senior Vice President | Since 2001 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
Stan Ueland | Senior Vice President | Since 2005 |
Senior Vice President (2012 to present), Vice
President (2005 to 2012), First Trust Advisors L.P. and First Trust Portfolios L.P. |
Chris A. Peterson | Senior Vice President | Since 2000 |
Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P. |
Investment Committee Member |
Registered
Investment Companies Number of Accounts ($ Assets) |
Other Pooled
Investment Vehicles Number of Accounts ($ Assets) |
Other Accounts
Number of Accounts ($ Assets) |
Daniel J. Lindquist | 107 ($50,638,511,547) | 33 ($1,189,888,216) | 1,692 ($573,917,610) |
Jon C. Erickson | 107 ($50,638,511,547) | 33 ($1,189,888,216) | 1,692 ($573,917,610) |
David G. McGarel | 107 ($50,638,511,547) | 33 ($1,189,888,216) | 1,692 ($573,917,610) |
Roger F. Testin | 107 ($50,638,511,547) | 33 ($1,189,888,216) | 1,692 ($573,917,610) |
Stan Ueland | 101 ($49,729,146,050) | 32 ($1,131,051,320) | N/A |
Chris A. Peterson | 107 ($50,638,511,547) | 13 ($871,879,085) | 1,692 ($573,917,610) |
Aggregate Amount of Brokerage Commissions
|
||
Fiscal Year Ended September 30, | ||
2017 | 2016 | 2015 |
$16,145 | $8,490 | $7,445 |
(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 Fund’s 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 the Fund and the risk management systems employed by the AIFM to manage those risks; and |
• | the total amount of leverage employed by the Fund, if any. |
Total
Non-Expiring Capital Loss Available |
$2,653,902 |
(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 MOMENTUM & DIVIDEND ETF | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated/8862 MLPF&S TS Sub | 38.04% |
Morgan Stanley Smith Barney LLC | 16.85% |
Deutsche Bank Securities Inc. | 7.72% |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 5.59% |
➤ | 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) Amended and Restated Declaration of Trust, dated June 12, 2017 (6) |
(2) | Amended and Restated Establishment and Designation of Series (8) |
(b) | By-Laws of the Registrant (1) |
(c) | Not Applicable |
(d) | (1) Investment Management Agreement, dated August 16, 2013 (3) |
(2) | Exhibit A to the Investment Management Agreement (8) |
(e) | (1) Distribution Agreement, dated August 10, 2012 (2) |
(2) | Exhibit A to Distribution Agreement (8) |
(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. (8) |
(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. (8) |
(3) | Exhibit A to the CMS Authorization Letter between the Registrant and Brown Brothers Harriman Co. (8) |
(4) | Index Sub-License Agreement between First Trust Advisors L.P. and First Trust Dorsey Wright Momentum & Dividend ETF (8) |
(5) | Form of Subscription Agreement (2) |
(6) | Form of Authorized Participant Agreement (7) |
(i) | Not Applicable |
(j) | Consent of Independent Registered Public Accounting Firm (8) |
(k) | Not Applicable |
(l) | Not Applicable |
(m) | (1) 12b-1 Service Plan (2) |
(2) | Exhibit A to 12b-1 Service Plan (8) |
(3) | 12b-1 Plan Extension Letter Agreement (8) |
(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 (3) |
(2) | First Trust Funds Code of Ethics, amended on October 30, 2013 (3) |
(q) | Powers of Attorney for Messrs. Bowen, Erickson, Kadlec, Keith and Nielson authorizing W. Scott Jardine, James M. Dykas, Kristi A. Maher and Eric F. Fess to execute the Registration Statement (5) |
__________________
(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 July 16, 2014. |
(5) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 14, 2016. |
(6) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on January 29, 2018. |
(7) | Incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-182308) filed on August 30, 2018. |
(8) | 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 6th day of September, 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 |
September 6, 2018 | |
James M. Dykas | |||
/s/ Donald P. Swade |
Treasurer, Chief Financial Officer
and Chief Accounting Officer |
September 6, 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 |
|
) | September 6, 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 Establishment and Designation of Series |
(d) | (2) Exhibit A to the Investment Management Agreement |
(e) | (2) Exhibit A to Distribution Agreement |
(g) | (2) Appendix A to the Custody Agreement between the Registrant and Brown Brothers Harriman Co. |
(h) | (2) Appendix A to the Administrative Agency Agreement between the Registrant and Brown Brothers Harriman Co. |
(h) | (3) Exhibit A to the CMS Authorization Letter between the Registrant and Brown Brothers Harriman Co. |
(h) | (4) Index Sub-License Agreement between the First Trust Advisors L.P. and First Trust Dorsey Wright Momentum & Dividend ETF |
(j) | Consent of Independent Registered Public Accounting Firm |
(m) | (2) Exhibit A to 12b-1 Service Plan |
(m) | (3) 12b-1 Plan Extension Letter Agreement |
FIRST TRUST EXCHANGE-TRADED FUND VI
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL
INTEREST (EFFECTIVE AS OF SEPTEMBER 6, 2018)
WHEREAS, pursuant to Section 4.9 of the Declaration of Trust dated June 4, 2012 (the "Declaration"), of First Trust Exchange-Traded Fund VI, a Massachusetts business trust (the "Trust"), the Board of Trustees of the Trust divided the Shares of the Trust into two series of shares of beneficial interest in the Trust (each, a "Series"): Multi-Asset Diversified Income Index Fund and First Trust NASDAQ Technology Dividend Index Fund (the "Initial Series");
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on April 30, 2013, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate two additional series to be named First Trust Low Beta Income ETF and First Trust High Income ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 10, 2013, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named International Multi-Asset Diversified Income Index Fund;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 8, 2013, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate four additional series to be named First Trust RBA Quality Income ETF, First Trust RBA American Industrial Renaissance ETF, First Trust Dorsey Wright Focus 5 ETF and First Trust NASDAQ Rising Dividend Achievers ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on August 29, 2014, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named First Trust Dorsey Wright International Focus 5 ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on July 27, 2015, amended and restated the Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named First Trust Dorsey Wright Dynamic Focus 5 ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 7, 2015, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate an additional series to be named Short Duration Multi-Asset Diversified Income ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on March 8, 2016, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate seven additional series to be named First Trust Nasdaq Oil & Gas ETF, First
Trust Nasdaq Food & Beverage ETF, First Trust Nasdaq Retail ETF, First Trust Nasdaq Bank ETF, First Trust Nasdaq Transportation ETF, First Trust Nasdaq Pharmaceuticals ETF, and First Trust Nasdaq Semiconductor ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees
of the Trust, on December 12, 2016, amended and restated the Establishment and
Designation of Series of Shares of Beneficial Interest in order to change the
name of First Trust NASDAQ Rising Dividend Achievers ETF to First Trust Rising
Dividend Achievers ETF and to designate four additional series to be named First
Trust DWA Domestic Equity DALI ETF, First Trust DWA International Equity DALI
ETF, First Trust DWA Fixed Income DALI ETF and First Trust Dynamic US Equity
ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on March 6, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Emerging Cannabis Economy ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees
of the Trust, on April 12, 2017, amended and restated the Establishment and
Designation of Series of Shares of Beneficial Interest in order to designate six
additional series to be named Large Cap US Equity Select ETF, Mid Cap US Equity
Select ETF, Small Cap US Equity Select ETF, US Equity Dividend Select ETF,
Developed International Equity Select ETF, and Emerging Markets Equity Select
ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on August 22, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust SMID Cap Rising Dividend Achievers ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on September 11, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to terminate First Trust Emerging Cannabis Economy ETF, First Trust DWA Domestic Equity DALI ETF, First Trust DWA International Equity DALI ETF, First Trust DWA Fixed Income DALI ETF, First Tryst Dynamic US Equity ETF and Short Duration Multi-Asset Diversified Income ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on November 10, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Indxx Blockchain ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on November 28, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate one additional series to be named First Trust Nasdaq Artificial Intelligence and Robotics ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on December 11, 2017, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the names of First Trust Low Beta Income ETF and First Trust High Income ETF to First Trust Hedged BuyWrite Income ETF and First Trust BuyWrite Income ETF, respectively;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on January 23, 2018, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of First Trust Indxx Blockchain ETF to First Trust Indxx Innovative Transaction & Process ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on April 23, 2018, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to designate four additional series to be named First Trust DWA Momentum & Value ETF, First Trust DWA Momentum & Low Volatility ETF, First Trust DWA Momentum & Dividend ETF and First Trust S&P International Dividend Aristocrats ETF;
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 11, 2018, amended and restated the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of each of the three series as follows:
---------------------------------------- -------------------------------------- EXISTING NAME NEW NAME ---------------------------------------- -------------------------------------- First Trust DWA Momentum & Value ETF First Trust Dorsey Wright Momentum & Value ETF ---------------------------------------- --------------------------------------- First Trust DWA Momentum & Low First Trust Dorsey Wright Momentum & Volatility ETF Low Volatility ETF ---------------------------------------- --------------------------------------- First Trust DWA Momentum & Dividend First Trust Dorsey Wright Momentum & ETF Dividend ETF ---------------------------------------- --------------------------------------- ; |
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 11, 2018, voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of the International Multi-Asset Diversified Income Index Fund to First Trust S&P International Dividend Aristocrats ETF and voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to terminate the series designated on April 23, 2018 as the First Trust S&P International Dividend Aristocrats ETF; and
WHEREAS, pursuant to Section 4.9 of the Declaration, the Board of Trustees of the Trust, on June 11, 2018, voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to change the name of the First Trust RBA Quality Income ETF to First Trust Dorsey Wright Momentum & Dividend ETF and voted to amend and restate the Establishment and Designation of Series of Shares of Beneficial Interest in order to terminate the series designated on April 23, 2018 as the First Trust DWA Momentum & Dividend ETF.
NOW THEREFORE, the Board of Trustees of the Trust does hereby establish and designate the following Series of the Trust, with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:
1. Multi-Asset Diversified Income Index Fund
2. First Trust NASDAQ Technology Dividend Index Fund
3. First Trust Hedged BuyWrite Income ETF
4. First Trust BuyWrite Income ETF
5. First Trust S&P International Dividend Aristocrats ETF
6. First Trust Dorsey Wright Focus 5 ETF
7. First Trust Rising Dividend Achievers ETF
8. First Trust Dorsey Wright Momentum & Dividend ETF
9. First Trust RBA American Industrial Renaissance ETF
10. First Trust Dorsey Wright International Focus 5 ETF
11. First Trust Dorsey Wright Dynamic Focus 5 ETF
12. First Trust Nasdaq Oil & Gas ETF
13. First Trust Nasdaq Food & Beverage ETF
14. First Trust Nasdaq Retail ETF
15. First Trust Nasdaq Bank ETF
16. First Trust Nasdaq Transportation ETF
17. First Trust Nasdaq Pharmaceuticals ETF
18. First Trust Nasdaq Semiconductor ETF
19. Large Cap US Equity Select ETF
20. Mid Cap US Equity Select ETF
21. Small Cap US Equity Select ETF
22. US Equity Dividend Select ETF
23. Developed International Equity Select ETF
24. Emerging Markets Equity Select ETF
25. First Trust SMID Cap Rising Dividend Achievers ETF
26. First Trust Nasdaq Artificial Intelligence and Robotics ETF
27. First Trust Indxx Innovative Transaction & Process ETF
28. First Trust Dorsey Wright Momentum & Value ETF
29. First Trust Dorsey Wright Momentum & Low Volatility ETF
1. Each Share of each Series is entitled to all the rights and preferences accorded to Shares under the Declaration.
2. The number of authorized Shares of each Series is unlimited.
3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time described in the prospectus and statement of additional information contained in the Trust's then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time ("Prospectus"). 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 in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration.
4. With respect to each Series, (a) the purchase price of the Shares, (b) fees and expenses, (c) qualifications for ownership, if any, (d) the method of determination of the net asset value of the Shares, (e) minimum purchase amounts, if any, (f) minimum account size, if any, (g) the price, terms and manner of redemption of the Shares, (h) any conversion or exchange feature or privilege, (i) the relative dividend rights, and (j) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Series.
5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Shareholders.
6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Shares of the Trust.
7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.
IN WITNESS WHEREOF, the undersigned, being the Secretary of the Trust, has executed this instrument as of this 5th day of September, 2018.
/s/ /W.Scott Jardine ----------------------------------------- W.Scott Jardine, Secretary |
STATE OF ILLINOIS ) ) SS. COUNTY OF DUPAGE ) |
Then personally appeared the above-named person(s) who are known to me to be the Secretary of the Trust whose name and signature are affixed to the foregoing Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest and who acknowledged the same to be his free act and deed, before me this 5th day of September, 2018.
/s/ Sandra Kim Streit ------------------------------------- Notary Public My Commission Expires: 5/28/2021 |
OFFICIAL SEAL
SCHEDULE A
(as of September 5, 2018)
FUNDS
ANNUAL RATE
OF AVERAGE
DAILY NET
Series ASSETS EFFECTIVE DATE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- First Trust S&P International Dividend 0.60% August 16, 2013 Aristocrats ETF -------------------------------------------------------------------------------- First Trust Hedged BuyWrite Income ETF 0.85% January 7, 2014 -------------------------------------------------------------------------------- First Trust BuyWrite Income ETF 0.85% January 7, 2014 -------------------------------------------------------------------------------- First Trust Rising Dividend 0.50% January 7, 2014 Achievers ETF -------------------------------------------------------------------------------- First Trust Dorsey Wright Momentum 0.60% February 24, 2014 & Dividend ETF -------------------------------------------------------------------------------- First Trust RBA American Industrial 0.70% February 24, 2014 Renaissance(TM) ETF -------------------------------------------------------------------------------- First Trust Dorsey Wright Focus 5 ETF 0.30% March 4, 2014 -------------------------------------------------------------------------------- |
EXHIBIT A (AS OF SEPTEMBER 5, 2018) SERIES OF THE TRUST -------------------------------------------------------------------------------- SERIES EFFECTIVE DATE ------ -------------- -------------------------------------------------------------------------------- First Trust NASDAQ Technology Dividend Index Fund August 10, 2012 -------------------------------------------------------------------------------- First Trust Multi-Asset Diversified Income Index Fund August 10, 2012 -------------------------------------------------------------------------------- First Trust S&P International Dividend Aristocrats ETF August 16, 2013 -------------------------------------------------------------------------------- First Trust Hedged BuyWrite Income ETF January 7, 2014 -------------------------------------------------------------------------------- First Trust BuyWrite Income ETF January 7, 2014 -------------------------------------------------------------------------------- First Trust Rising Dividend Achievers ETF January 7, 2014 -------------------------------------------------------------------------------- First Trust Dorsey Wright Momentum & Dividend ETF February 24, 2014 -------------------------------------------------------------------------------- First Trust RBA American Industrial Renaissance(TM) February 24, 2014 -------------------------------------------------------------------------------- First Trust Dorsey Wright Focus 5 ETF March 4, 2014 -------------------------------------------------------------------------------- First Trust Dorsey Wright International Focus 5 ETF July 17, 2014 -------------------------------------------------------------------------------- First Trust Dorsey Wright Dynamic Focus 5 ETF March 8, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Oil & Gas ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Food & Beverage ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Retail ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Bank ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Transportation ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Pharmaceuticals ETF August 30, 2016 -------------------------------------------------------------------------------- First Trust Nasdaq Semiconductor ETF August 30, 2016 -------------------------------------------------------------------------------- Developed International Equity Select ETF June 16, 2017 -------------------------------------------------------------------------------- Emerging Markets Equity Select ETF June 16, 2017 -------------------------------------------------------------------------------- Large Cap US Equity Select ETF June 16, 2017 -------------------------------------------------------------------------------- Mid Cap US Equity Select ETF June 16, 2017 -------------------------------------------------------------------------------- Small Cap US Equity Select ETF June 16, 2017 -------------------------------------------------------------------------------- US Equity Dividend Select ETF June 16, 2017 -------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------- SERIES EFFECTIVE DATE ------ -------------- -------------------------------------------------------------------------------- First Trust SMID Cap Rising Dividend Achievers ETF October 31, 2017 First Trust Indxx Innovative Transaction & Process ETF January 23, 2018 First Trust Nasdaq Artificial Intelligence and Robotics ETF February 12, 2018 First Trust Dorsey Wright DALI 1 ETF May 11, 2018 -------------------------------------------------------------------------------- First Trust Dorsey Wright Momentum & Value ETF August 30, 2018 -------------------------------------------------------------------------------- First Trust Dorsey Wright Momentum & Low Volatility ETF August 30, 2018 -------------------------------------------------------------------------------- |
APPENDIX A
TO
THE CUSTODIAN AGREEMENT
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of September 5, 2018
The following is a list of Funds/Portfolios for which the Custodian shall serve under a Custodian Agreement dated as of August 2, 2012:
First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite 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 Dorsey Wright Momentum & Dividend ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF
IN WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.
FIRST TRUST EXCHANGE-TRADED FUND VI
BY: /s/ James M. Dykas --------------------------------- NAME: James M. Dykas TITLE: President and CEO DATE: September 5, 2018 |
APPENDIX A
TO
THE ADMINISTRATIVE AGENCY AGREEMENT
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of September 5, 2018
The following is a list of Funds/Portfolios for which the Administrator shall serve under a Administrative Agency Agreement dated as of August 2, 2012:
First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite 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 Dorsey Wright Momentum & Dividend ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF
IN WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.
FIRST TRUST EXCHANGE-TRADED FUND VI
BY: /s/ James M. Dykas ------------------------------------------ NAME: James M. Dykas TITLE: President and CEO DATE: September 5, 2018 |
EXHIBIT A
TO THE CMS AUTHORIZATION LETTER
BETWEEN
FIRST TRUST EXCHANGE-TRADED FUND VI
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of September 5, 2018
The following is a list of Funds / Portfolios that have subscribed to the BBH & Co. Cash Management Service (CMS).
First Trust NASDAQ Technology Dividend Index Fund Multi-Asset Diversified Income Index Fund First Trust S&P International Dividend Aristocrats ETF First Trust BuyWrite Income ETF First Trust Hedged BuyWrite 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 Dorsey Wright Momentum & Dividend ETF First Trust Dorsey Wright International Focus 5 ETF First Trust Dorsey Wright Dynamic Focus 5 ETF First Trust Nasdaq Bank ETF First Trust Nasdaq Food & Beverage ETF First Trust Nasdaq Oil & Gas ETF First Trust Nasdaq Pharmaceuticals ETF First Trust Nasdaq Retail ETF First Trust Nasdaq Semiconductor ETF First Trust Nasdaq Transportation ETF Developed International Equity Select ETF Emerging Markets Equity Select ETF Large Cap US Equity Select ETF Mid Cap US Equity Select ETF Small Cap US Equity Select ETF US Equity Dividend Select ETF First Trust SMID Cap Rising Dividend Achievers ETF First Trust Indxx Innovative Transaction & Process ETF First Trust Nasdaq Artificial Intelligence and Robotics ETF First Trust Dorsey Wright DALI 1 ETF First Trust Dorsey Wright Momentum & Value ETF First Trust Dorsey Wright Momentum & Low Volatility ETF
WITNESS WHEREOF, each of the parties hereto has caused this to be executed in its name and on behalf of each such Fund/Portfolio.
FIRST TRUST EXCHANGE-TRADED FUND VI
BY: /s/ James M. Dykas ------------------------------- NAME: James M. Dykas TITLE: President and CEO DATE: September 5, 2018 |
SUB-LICENSE AGREEMENT
This agreement ("AGREEMENT"), is made by and between First Trust Advisors L.P. ("LICENSEE"), whose principal offices are located at 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187 and who is a Licensee of Nasdaq, Inc. ("NASDAQ"), a Delaware Corporation whose principal offices are located at One Liberty Plaza, 165 Broadway, New York, NY 10006 and First Trust Nasdaq Bank ETF ("SUB-LICENSEE"), whose principal offices are located at 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187.
WHEREAS, Nasdaq determines the components and the proprietary data contained within each Nasdaq branded index (each an "INDEX" and collectively the "INDEXES");
WHEREAS, Nasdaq calculates, maintains, and disseminates the Index;
WHEREAS, Nasdaq and Licensee have previously entered into a separate agreement concerning use of the Index and associated trade names and registered trademarks ("MARKS") in relating to certain Derivative Products ("LICENSE AGREEMENT"); and
WHEREAS, Sub-Licensee is either: (1) an affiliate or subsidiary under the control of Licensee which desires to use the Index as a component of a pricing or settlement mechanism for the Derivative Products; or
(2) a necessary participant in a Derivative Product (e.g., a corporation Issuing a corporate bond with the Licensee as underwriter and utilizing the Index as a pricing component) Issued by Licensee or an authorized Sub-Licensee affiliate or subsidiary under the control of Licensee; and
WHEREAS, Licensee is legally authorized to issue shares of the fund, or issue, enter into, write, sell, purchase and/or renew ("ISSUE", "ISSUING", or "ISSUANCE") such Derivative Products, and each Derivative Products will be Issued as legally required under applicable law;
NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein, Licensee and Sub-Licensee, intending to be legally bound, agree as follows:
1. SCOPE OF SUB-LICENSE. Sub-Licensee hereby acknowledges that it has received, reviewed, and understands the License Agreement entered into between Licensee and Nasdaq relating to use of the Index and Marks. Except as noted herein, Sub-Licensee hereby agrees to obligate itself to all the terms, conditions, and obligations of that License Agreement as if Sub-Licensee were the Licensee. Sub-Licensee agrees that Nasdaq may exercise any rights against Sub-Licensee (including, for example, limitation of liability, indemnification, or audit rights) Nasdaq has against the Licensee to the same extent as if Sub-Licensee were directly contracting with Nasdaq. Sub-Licensee agrees it will not assert against Nasdaq any defense, claim, or right Sub-Licensee may have against Licensee, including those of set-off, abatement, counter-claim, contribution, or indemnification.
2. NO FURTHER SUB-LICENSE. All references in the License Agreement to sub-licenses and sub-licensees, including any right of sub-licensee to grant further sub-licenses or to permit further sub-licensees are not applicable to this Sub-Licensee Agreement and are as if deleted from the License Agreement.
3. TERM. The Term of this Sub-License Agreement automatically terminates, without Notice, if the Term of the License Agreement terminates for any reason.
4. GENERAL PROVISIONS. The provisions of the License Agreement govern this Sub-License Agreement. All terms and definitions used in this Sub-License Agreement, unless otherwise indicated, have the same meanings and definitions as in the License Agreement. LICENSEE HAS NO AUTHORITY TO WAIVE, RENEGOTIATE, OR FORGIVE ANY PROVISION OF THE LICENSE AGREEMENT AS IT APPLIES TO SUB-LICENSEE.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS SUB-LICENSE AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORIZED OFFICERS.
FIRST TRUST ADVISORS L.P. ("LICENSEE"): FIRST TRUST EXCHANGE-TRADED FUND VI, ON BEHALF OF ITS SERIES, FIRST TRUST DORSEY WRIGHT MOMENTUM & DIVIDEND ETF ("SUB-LICENSEE") By: /s/ James M. Dykas By: /s/ Donald P. Swade --------------------------------- ------------------------------ Name (Print): James M. Dykas Name (Print): Donald P. Swade Title: Chief Financial Officer Title: Treasurer and Chief Financial Officer Date: September 5, 2018 Date: September 5, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 111 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 RBA Quality Income ETF, appearing in the Annual Report on Form N-CSR for First Trust Exchange-Traded Fund VI as of and for the year ended September 30, 2017, and to the references to us under the headings "Financial Highlights" in the Prospectus and "Additional Information" and "Miscellaneous Information" and "Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement.
/s/ Deloitte & Touche LLP Chicago, Illinois September 6, 2018 |
EXHIBIT A ------------------------------------------------------------------ ---------- FUNDS DATES ------------------------------------------------------------------ ---------- First Trust Exchange Traded Fund VI ------------------------------------------------------------------ ---------- First Trust NASDAQ Technology Dividend Index Fund 01/31/20 ------------------------------------------------------------------ ---------- Multi-Asset Diversified Income Index Fund 01/31/20 ------------------------------------------------------------------ ---------- First Trust S&P International Dividend Aristocrats ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Rising Dividend Achievers ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Dividend ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust RBA American Industrial Renaissance(R) ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright International Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust BuyWrite Income ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Hedged BuyWrite ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Dynamic Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Oil & Gas ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Food & Beverage ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Retail ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Bank ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Transportation ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Pharmaceuticals ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Semiconductor ETF 07/31/20 ------------------------------------------------------------------ ---------- Developed International Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Emerging Markets Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Large Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Mid Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Small Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- US Equity Dividend Select ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust SMID Cap Rising Dividend Achievers ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Indxx Innovative Transaction & Process ETF 01/19/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Artificial Intelligence and Robotics ETF 02/12/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright DALI 1 ETF 05/11/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Value ETF 8/30/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Low Volatility ETF 8/30/20 ------------------------------------------------------------------ ---------- |
September 5, 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 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 01/31/20 ------------------------------------------------------------------ ---------- Multi-Asset Diversified Income Index Fund 01/31/20 ------------------------------------------------------------------ ---------- First Trust S&P International Dividend Aristocrats ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Rising Dividend Achievers ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Dividend ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust RBA American Industrial Renaissance(R) ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright International Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust BuyWrite Income ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Hedged BuyWrite ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Dynamic Focus 5 ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Oil & Gas ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Food & Beverage ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Retail ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Bank ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Transportation ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Pharmaceuticals ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Semiconductor ETF 07/31/20 ------------------------------------------------------------------ ---------- Developed International Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Emerging Markets Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Large Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Mid Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- Small Cap US Equity Select ETF 07/31/20 ------------------------------------------------------------------ ---------- US Equity Dividend Select ETF 07/31/20 ------------------------------------------------------------------ ---------- First Trust SMID Cap Rising Dividend Achievers ETF 01/31/20 ------------------------------------------------------------------ ---------- First Trust Indxx Innovative Transaction & Process ETF 01/19/20 ------------------------------------------------------------------ ---------- First Trust Nasdaq Artificial Intelligence and Robotics ETF 02/12/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright DALI 1 ETF 05/11/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Value ETF 8/30/20 ------------------------------------------------------------------ ---------- First Trust Dorsey Wright Momentum & Low Volatility ETF 8/30/20 ------------------------------------------------------------------ ---------- |