Rule 497(c)
File No. 333-182308
First Trust
FIRST TRUST Exchange-Traded Fund VI
FUND NAME TICKER SYMBOL EXCHANGE
First Trust NASDAQ Technology Dividend
Index Fund TDIV NASDAQ(R)
International Multi-Asset Diversified
Income Index Fund YDIV NASDAQ(R)
Multi-Asset Diversified Income Index Fund MDIV NASDAQ(R)
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Each of First Trust NASDAQ Technology Dividend Index Fund, International
Multi-Asset Diversified Income Index Fund and Multi-Asset Diversified Income
Index Fund (each, a "Fund" and collectively, the "Funds") is a series of First
Trust Exchange-Traded Fund VI (the "Trust") and an exchange-traded index fund
organized as a separate series of a registered management investment company.
Each Fund lists and principally trades its shares on The NASDAQ Stock Market LLC
("NASDAQ(R)" or the "Exchange"). Market prices may differ to some degree from
the net asset value of the shares. Unlike mutual funds, each Fund issues and
redeems shares on a continuous basis, at net asset value, only in large
specified blocks each consisting of 50,000 shares (each such block of shares,
called a "Creation Unit" and collectively, the "Creation Units"). Each Fund's
Creation Units are issued and redeemed in-kind for securities in which the Fund
invests and/or cash, and only to and from broker-dealers and large institutional
investors that have entered into participation agreements.
EXCEPT WHEN AGGREGATED IN CREATION UNITS, THE SHARES ARE NOT REDEEMABLE
SECURITIES OF THE FUNDS.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NOT FDIC INSURED. MAY LOSE VALUE.
NO BANK GUARANTEE.
January 31, 2014
Table of Contents
Summary Information
First Trust NASDAQ Technology Dividend Index Fund (TDIV)...................1
International Multi-Asset Diversified Income Index Fund (YDIV).............6
Multi-Asset Diversified Income Index Fund (MDIV)..........................11
Investment Strategies.........................................................17
Fund Investments..............................................................17
Additional Risks of Investing in the Funds....................................19
Fund Organization.............................................................23
Management of the Funds.......................................................23
How to Buy and Sell Shares....................................................24
Dividends, Distributions and Taxes............................................25
Federal Tax Matters...........................................................26
Distribution Plan.............................................................28
Net Asset Value...............................................................28
Fund Service Providers........................................................29
Index Providers...............................................................29
Disclaimers...................................................................29
Index Information.............................................................30
Premium/Discount Information..................................................36
Total Return Information......................................................37
Financial Highlights..........................................................38
Other Information.............................................................40
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SUMMARY INFORMATION
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
INVESTMENT OBJECTIVE
The First Trust NASDAQ Technology Dividend Index Fund (the "Fund") seeks
investment results that correspond generally to the price and yield (before the
Fund's fees and expenses) of an equity index called the NASDAQ Technology
Dividend Index(SM) (the "Index").
FEES AND EXPENSES OF THE FUND
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. Investors purchasing and selling shares may be subject
to costs (including customary brokerage commissions) charged by their broker,
which are not reflected in the table below.
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the
value of your investment)
Management Fees 0.50%
Distribution and Service (12b-1) Fees (1) 0.00%
Other Expenses (2) 0.00%
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Total Annual Fund Operating Expenses 0.50%
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EXAMPLE
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other funds. This example does not
take into account customary brokerage commissions that you pay when
purchasing or selling shares of the Fund in the secondary market.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated. The example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain at current
levels until February 28, 2015, and thereafter at 0.75% to represent the
imposition of the 12b-1 fee of 0.25% per annum of the Fund's average daily
net assets. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
$51 $204 $382 $897
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(1) Although the Fund has adopted a 12b-1 plan that permits it to pay up to
0.25% per annum, it will not pay 12b-1 fees at any time before February
28, 2015.
(2) Pursuant to the Investment Management Agreement, First Trust Advisors
L.P., the Fund's investment advisor, will manage the investment of the
Fund's assets and will be responsible for the Fund's expenses, including
the cost of transfer agency, custody, fund administration, legal, audit
and other services and license fees, but excluding fee payments under the
Investment Management Agreement, interest, taxes, brokerage commissions
and other expenses connected with the execution of portfolio
transactions, distribution and service fees payable pursuant to a Rule
12b-1 plan, if any, and extraordinary expenses.
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when
Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the
Fund's performance. During the most recent fiscal year, the Fund's portfolio
turnover rate was 37% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will normally invest at least 90% of its net assets (plus the amount of
any borrowings for investment purposes) in the common stocks and/or depositary
receipts included in the Index.
1
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
The Fund, using an indexing investment approach, attempts to replicate, before
fees and expenses, the performance of the Index. First Trust Advisors L.P.
("First Trust" or the "Advisor"), the Fund's investment advisor, seeks a
correlation of 0.95 or better (before fees and expenses) between the Fund's
performance and the performance of the Index; a figure of 1.00 would represent
perfect correlation. First Trust will regularly monitor the Fund's tracking
accuracy and will seek to maintain an appropriate correlation.
The Index is owned and was developed by The NASDAQ(R) OMX Group, Inc. (the
"Index Provider"). The Index is calculated and maintained by the Index Provider.
The Index includes up to 100 technology and telecommunications companies that
pay a regular or common dividend. To be selected for the Index, a company must
be classified as a technology or telecommunications company under the Industry
Classification Benchmark ("ICB") and have a minimum market capitalization of
$500 million. Non-U.S. securities in the Index are U.S.-listed securities of
non-U.S. companies, some of which may be located in emerging markets. At each
quarter, the Index is rebalanced so that the securities of the technology
companies are given a collective weight of 80% and the securities of the
telecommunications companies are given a collective weight of 20%.
The Index employs a modified market cap weighting methodology in which larger
capitalization companies receive a larger Index weighting. The Index weighting
methodology includes caps to prevent high concentrations among larger stocks.
This methodology is applied to the dividend value of each Index security. The
dividend value is calculated by multiplying dividends paid per share within the
past 12 months by the current shares outstanding.
The Index Provider evaluates the Index components semi-annually in March and
September for eligibility, based on January and July month-end data. Eligible
components for the Index are identified as such using the eligibility criteria
set forth in this prospectus under "Index Information." The Index is rebalanced
quarterly in March, June, September and December. Rebalancing is effective as of
the market close of the third Friday in March, June, September and December. As
of December 31, 2013, the Index was comprised of 87 securities.
The Fund intends to invest entirely in securities included in the Index;
however, there may also be instances in which the Fund may be underweighted or
overweighted in certain securities in the Index, not invested in certain
securities included in the Index, purchases securities not in the Index that are
appropriate to substitute for certain securities in the Index or utilizes
various combinations of the above techniques in seeking to track the Index.
PRINCIPAL RISKS
You could lose money by investing in the Fund. An investment in the Fund is not
a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. There can be no
assurance that the Fund's investment objective will be met.
DEPOSITARY RECEIPTS RISK. Depositary receipts may be less liquid than the
underlying shares in their primary trading market. Any distributions paid to the
holders of depositary receipts are usually subject to a fee charged by the
depositary. Holders of depositary receipts may have limited voting rights, and
investment restrictions in certain countries may adversely impact the value of
depositary receipts because such restrictions may limit the ability to convert
shares into depositary receipts and vice versa. Such restrictions may
cause shares of the underlying issuer to trade at a discount or premium
to the market price of the depositary receipts.
EQUITY SECURITIES RISK. Because the Fund invests in equity securities, the value
of the Fund's shares will fluctuate with changes in the value of these equity
securities. Equity securities prices fluctuate for several reasons, including
changes in investors' perceptions of the financial condition of an issuer or the
general condition of the relevant stock market, such as current market
volatility, or when political or economic events affecting the issuers occur. In
addition, common stock prices may be particularly sensitive to rising interest
rates, as the cost of capital rises and borrowing costs increase.
INDEX CORRELATION RISK. You should anticipate that the value of Fund shares will
decline more or less in correlation with any decline in the value of the Fund's
Index.
MARKET RISK. Market risk is the risk that a particular security owned by the
Fund or shares of the Fund in general may fall in value. Shares are subject to
market fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Overall Fund share values could decline generally or could
underperform other investments.
2
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
NON-CORRELATION RISK. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs operating expenses not
applicable to the Index, and may incur costs in buying and selling securities,
especially when rebalancing the Fund's portfolio holdings to reflect changes in
the composition of the Index. In addition, the Fund's portfolio holdings may not
exactly replicate the securities included in the Index or the ratios between the
securities included in the Index.
NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified" under the
Investment Company Act of 1940, as amended (the "1940 Act"). As a result, the
Fund is only limited as to the percentage of its assets which may be invested in
the securities of any one issuer by the diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the "Code"). The Fund may invest
a relatively high percentage of its assets in a limited number of issuers. As a
result, the Fund may be more susceptible to a single adverse economic or
regulatory occurrence affecting one or more of these issuers, experience
increased volatility and be highly concentrated in certain issuers.
NON-U.S. SECURITIES AND EMERGING MARKETS RISK. Non-U.S. securities are subject
to higher volatility than securities of domestic issuers due to possible adverse
political, social or economic developments; restrictions on foreign investment
or exchange of securities; lack of liquidity; excessive taxation; government
seizure of assets; different legal or accounting standards and less government
supervision and regulation of exchanges in foreign countries. These risks may be
heightened for securities of companies located in, or with significant
operations in, emerging market countries.
REPLICATION MANAGEMENT RISK. The Fund is exposed to additional market risk due
to its policy of investing principally in the securities included in the Index.
As a result of this policy, securities held by the Fund will generally not be
bought or sold in response to market fluctuations and the securities may be
issued by companies concentrated in a particular industry, if the Index is so
concentrated. Therefore, the Fund will generally not sell a security because its
issuer is in financial trouble, unless that security is removed or is
anticipated to be removed from the Index.
SMALLER COMPANIES RISK. The Fund invests in small and/or mid capitalization
companies. Such companies may be more vulnerable to adverse general market or
economic developments, and their securities may be less liquid and experience
greater price volatility than larger, more established companies as a result of
several factors, including limited trading volumes, products or financial
resources, management inexperience and less publicly available information.
Accordingly, such companies are generally subject to greater market risk than
larger, more established companies.
TECHNOLOGY COMPANIES RISK. The Fund invests in the securities of technology
companies. Technology companies are subject to rapidly changing technologies,
short product life cycles, fierce competition, aggressive pricing and reduced
profit margins, loss of patent, copyright and trademark protections, cyclical
market patterns, evolving industry standards and frequent new product
introductions.
TELECOMMUNICATIONS COMPANIES RISK. The Fund invests in telecommunications
companies. Telecommunications companies are subject to a market characterized by
increasing competition and regulation by the Federal Communications Commission
and various state regulatory authorities, the need to commit substantial capital
to meet increasing competition, particularly in formulating new products and
services using new technology, and technological innovations that may make
various products and services obsolete.
ANNUAL TOTAL RETURN
The bar chart and table below illustrate the annual calendar year return of the
Fund based on net asset value for the past year as well as the average annual
Fund and Index returns for the one year and since inception periods ended
December 31, 2013. The bar chart and table provide an indication of the risks of
investing in the Fund by showing how the Fund's average annual total returns
based on net asset value compare to those of the Index and two broad-based
securities market indices. See "Total Return Information" for additional
performance information regarding the Fund. The Fund's performance information
is accessible on the Fund's website at www.ftportfolios.com.
3
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
Returns before taxes do not reflect the effects of any income or capital gains
taxes. All after-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
any state or local tax. Returns after taxes on distributions reflect the taxed
return on the payment of dividends and capital gains. Returns after taxes on
distributions and sale of shares assume you sold your shares at period end, and,
therefore, are also adjusted for any capital gains or losses incurred. Returns
for the market indices do not include expenses, which are deducted from Fund
returns, or taxes.
Your own actual after-tax returns will depend on your specific tax situation and
may differ from what is shown here. After-tax returns are not relevant to
investors who hold Fund shares in tax-deferred accounts such as individual
retirement accounts (IRAs) or employee-sponsored retirement plans.
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND INDEX FUND--TOTAL RETURN
CALENDAR YEAR TOTAL RETURN AS OF 12/31
2013 30.34%
During the year ended December 31, 2013, the Fund's highest and lowest calendar
quarter returns were 11.04% and 2.25%, respectively, for the quarters ended
March 31, 2013 and June 30, 2013. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2013
1 Year Since Inception
(8/13/2012)
Return Before Taxes 30.34% 19.62%
Return After Taxes on Distributions 28.92% 18.37%
Return After Taxes on Distributions and Sale of Shares 17.10% 14.45%
NASDAQ Technology Dividend Index(SM) 31.24% 20.41%
S&P 500(R) Index 32.39% 24.70%
S&P 500 Information Technology Index 28.43% 16.87%
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MANAGEMENT
INVESTMENT ADVISOR
First Trust Advisors L.P.
PORTFOLIO MANAGERS
The Fund's portfolio is managed by a team (the "Investment Committee")
consisting of:
o Daniel J. Lindquist, Chairman of the Investment Committee and
Managing Director of First Trust;
o Jon C. Erickson, Senior Vice President of First Trust;
o David G. McGarel, Chief Investment Officer and Managing Director of
First Trust;
o Roger F. Testin, Senior Vice President of First Trust; and
o Stan Ueland, Senior Vice President of First Trust.
Each Investment Committee member has served as a part of the portfolio
management team of the Fund since 2012.
4
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
PURCHASE AND SALE OF FUND SHARES
The Fund issues and redeems shares on a continuous basis, at net asset value,
only in Creation Units consisting of 50,000 shares. The Fund's Creation Units
are issued and redeemed in-kind for securities in which the Fund invests and/or
cash, and only to and from broker-dealers and large institutional investors that
have entered into participation agreements. Individual shares may only be
purchased and sold on NASDAQ(R) through a broker-dealer. Shares of the Fund will
trade on NASDAQ(R) at market prices rather than net asset value, which may cause
the shares to trade at a price greater than net asset value (premium) or less
than net asset value (discount).
TAX INFORMATION
The Fund's distributions are taxable and will generally be taxed as ordinary
income or capital gains. Distributions on shares held in a tax-deferred account,
while not immediately taxable, will be subject to tax when the shares are no
longer held in a tax-deferred account.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), First Trust and First Trust Portfolios L.P., the
Fund's distributor, may pay the intermediary for the sale of Fund shares and
related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediary's website for more information.
5
SUMMARY INFORMATION
International Multi-Asset Diversified Income Index Fund (YDIV)
INVESTMENT OBJECTIVE
The International Multi-Asset Diversified Income Index Fund (the "Fund") seeks
investment results that correspond generally to the price and yield (before the
Fund's fees and expenses) of an index called the NASDAQ International
Multi-Asset Diversified Income Index(SM) (the "Index").
FEES AND EXPENSES OF THE FUND
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. Investors purchasing and selling shares may be subject
to costs (including customary brokerage commissions) charged by their broker,
which are not reflected in the table below.
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales
Charge (Load) Imposed on Purchases (as a percentage of offering price) None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the
value of your investment)
Management Fees 0.70%
Distribution and Service (12b-1) Fees (1) 0.00%
Other Expenses (2) 0.00%
Acquired Fund Fees and Expenses (2) 0.01%
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Total Annual Fund Operating Expenses 0.71%
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EXAMPLE
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other funds. This example does not
take into account customary brokerage commissions that you pay when
purchasing or selling shares of the Fund in the secondary market.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated. The example also assumes that your investment has a 5% return each
year and that the Fund's annual operating expenses remain at current levels
until February 28, 2015, and thereafter at 0.96% to represent the imposition
of the 12b-1 fee of 0.25% per annum of the Fund's average daily net assets.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 Year 3 Years
$73 $270
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(1) Although the Fund has adopted a 12b-1 plan that permits it to pay up to
0.25% per annum, it will not pay 12b-1 fees at any time before February
28, 2015.
(2) Pursuant to the Investment Management Agreement, First Trust Advisors
L.P., the Fund's investment advisor, will manage the investment of the
Fund's assets and will be responsible for the Fund's expenses, including
the cost of transfer agency, custody, fund administration, legal, audit
and other services and license fees, but excluding fee payments under the
Investment Management Agreement, interest, taxes, acquired fund fees and
expenses, brokerage commissions and other expenses connected with the
execution of portfolio transactions, distribution and service fees
payable pursuant to a Rule 12b-1 plan, if any, and extraordinary
expenses.
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when
Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the
Fund's performance. During the fiscal period August 22, 2013 (inception)
through September 30, 2013, the Fund's portfolio turnover rate was 24% of the
average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will normally invest at least 90% of its net assets (plus the amount of
any borrowings for investment purposes) in (1) non-U.S. dividend-paying equity
securities and/or depositary receipts, (2) non-U.S. real estate investment
trusts ("REITs"), (3) non-U.S. preferred securities, (4) infrastructure
companies and (5) an exchange-traded fund ("ETF") that invests in non-U.S. fixed
income securities, all of which comprise the Index (each, an "Index Segment").
6
International Multi-Asset Diversified Income Index Fund (YDIV)
The ETF in which the Fund invests may invest in high yield fixed income
securities, commonly referred to as "junk" bonds. Infrastructure companies
include equity securities of companies classified as utilities and royalty
trusts by the Industry Classification Benchmark ("ICB"). Although many of the
infrastructure companies in which the Fund invests will be non-U.S. companies,
certain royalty trusts may be domiciled in the United States or trade on a U.S.
exchange.
In general, "non-U.S." shall mean securities issued or guaranteed by companies
organized under the laws of countries other than the United States (including
emerging markets), securities issued or guaranteed by foreign, national,
provincial, state, municipal or other governments with taxing authority or by
their agencies or instrumentalities and debt obligations of supranational
governmental entities such as the World Bank or European Union. The Index is
designed to provide access to a diversified portfolio of small, mid and large
capitalization income producing securities. The Index will be comprised of the
five Index Segments in the following manner:
INDEX SEGMENT PERCENTAGE OF THE INDEX
Dividend-paying equity securities 25%
REITs 20%
Preferred securities 20%
Infrastructure companies 20%
Fixed income ETF 15%
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The Fund, using an indexing investment approach, attempts to replicate, before
fees and expenses, the performance of the Index. First Trust Advisors L.P.
("First Trust" or the "Advisor"), the Fund's investment advisor, seeks a
correlation of 0.95 or better (before fees and expenses) between the Fund's
performance and the performance of the Index; a figure of 1.00 would represent
perfect correlation. First Trust will regularly monitor the Fund's tracking
accuracy and will seek to maintain an appropriate correlation.
The Index is owned and was developed by The NASDAQ(R) OMX Group, Inc. (the
"Index Provider"). The Index Provider also calculates and maintains the Index.
The Index is designed to provide access to a diversified portfolio of non-U.S.
securities. The Index employs a modified market cap weighting methodology in
which larger companies receive a larger Index weighting. The Index weighting
methodology also includes caps or ceilings to prevent high concentrations among
larger stocks and assigns a pre-set weight to the five Index Segments at each
quarterly rebalance. Each Index Segment has a set of separate and distinct
eligibility rules and weighting procedures as described in this prospectus under
"Index Information."
The Index Provider evaluates the Index components quarterly in March, June,
September and December of each year for eligibility, using market data through
the end of January, April, July and October, respectively. Eligible components
for the Index are identified as such using the eligibility criteria set forth in
this prospectus under "Index Information." The Index is rebalanced quarterly.
Rebalancing is effective as of the market close of the third Friday in March,
June, September and December. The reference dates for the data used in the
rebalancing are at the close of trading on the last trading day in February,
May, August and November, respectively. As of December 31, 2013, the Index was
comprised of 126 securities.
The Fund intends to invest entirely in securities included in the Index;
however, there may also be instances in which the Fund may be underweighted or
overweighted in certain securities in the Index, not invested in certain
securities included in the Index, purchases securities not in the Index that are
appropriate to substitute for certain securities in the Index or utilizes
various combinations of the above techniques in seeking to track the Index.
PRINCIPAL RISKS
You could lose money by investing in the Fund. An investment in the Fund is not
a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. There can be no
assurance that the Fund's investment objective will be met.
CREDIT RISK. Credit risk is the risk that an issuer of a security will be unable
or unwilling to make dividend, interest and/or principal payments when due and
the related risk that the value of a security may decline because of concerns
about the issuer's ability to make such payments. Credit risk may be heightened
if the ETF in which the Fund invests holds "high yield" or "junk" securities.
Such securities, while generally offering higher yields than investment grade
debt with similar maturities, involve greater risks, including the possibility
of dividend or interest deferral, default or bankruptcy, and are regarded as
predominantly speculative with respect to the issuer's capacity to pay dividends
or interest and repay principal.
7
International Multi-Asset Diversified Income Index Fund (YDIV)
CURRENCY RISK. The Fund may hold investments that are denominated in non-U.S.
currencies, or in securities that provide exposure to such currencies, currency
exchange rates or interest rates denominated in such currencies. Changes in
currency exchange rates and the relative value of non-U.S. currencies will
affect the value of the Fund's investment and the value of Fund shares. Currency
exchange rates can be very volatile and can change quickly and unpredictably. As
a result, the value of an investment in the Fund may change quickly and without
warning and you may lose money.
DEPOSITARY RECEIPTS RISK. Depositary receipts may be less liquid than the
underlying shares in their primary trading market. Any distributions paid to the
holders of depositary receipts are usually subject to a fee charged by the
depositary. Holders of depositary receipts may have limited voting rights, and
investment restrictions in certain countries may adversely impact the value of
depositary receipts because such restrictions may limit the ability to convert
shares into depositary receipts and vice versa. Such restrictions may cause
shares of the underlying issuer to trade at a discount or premium to the market
price of the depositary receipts.
EQUITY SECURITIES RISK. Because the Fund invests in equity securities, the value
of the Fund's shares will fluctuate with changes in the value of these equity
securities. Equity securities prices fluctuate for several reasons, including
changes in investors' perceptions of the financial condition of an issuer or the
general condition of the relevant stock market, such as current market
volatility, or when political or economic events affecting the issuers occur. In
addition, common stock prices may be particularly sensitive to rising interest
rates, as the cost of capital rises and borrowing costs increase.
ETF RISK. An ETF trades like common stock and represents a portfolio of
securities. The risks of owning an ETF generally reflect the risks of owning the
underlying securities, although lack of liquidity in an ETF could result in it
being more volatile and ETFs have management fees that increase their costs.
FIXED INCOME SECURITIES RISK. The Fund invests in an ETF that invests in fixed
income securities. Fixed income securities are subject to credit risk and
interest rate risk. The ETF may invest in high yield fixed income securities,
commonly referred to as "junk" bonds.
HIGH YIELD SECURITIES RISK. The ETF in which the Fund invests may invest in high
yield securities, or "junk" bonds. High yield securities are subject to greater
market fluctuations and risk of loss than securities with higher ratings, and
therefore, may be highly speculative. These securities are issued by companies
that may have limited operating history, narrowly focused operations, and/or
other impediments to the timely payment of periodic interest and principal at
maturity. If the economy slows down or dips into recession, the issuers of high
yield securities may not have sufficient resources to continue making timely
payment of periodic interest and principal at maturity. The market for high
yield securities is smaller and less liquid than that for investment grade
securities. High yield securities are generally not listed on a national
securities exchange but trade in the over-the-counter markets. Due to the
smaller, less liquid market for high yield securities, the bid-offer spread on
such securities is generally greater than it is for investment grade securities
and the purchase or sale of such securities may take longer to complete.
INDEX CORRELATION RISK. You should anticipate that the value of Fund shares will
decline more or less in correlation with any decline in the value of the Fund's
Index.
INFRASTRUCTURE COMPANIES RISK. The Fund invests in infrastructure companies and
is subject to certain risks inherent in investing in these types of securities.
Infrastructure companies may be directly affected by energy commodity prices,
especially those infrastructure companies that own the underlying energy
commodity. A decrease in the production or availability of natural gas, natural
gas liquids, crude oil, coal or other energy commodities or a decrease in the
volume of such commodities available for transportation, processing, storage or
distribution may adversely impact the financial performance of infrastructure
companies. Infrastructure companies are subject to significant federal, state
and local government regulation in virtually every aspect of their operations,
including how facilities are constructed, maintained and operated, environmental
and safety controls, and the prices they may charge for products and services.
Various governmental authorities have the power to enforce compliance with these
regulations and the permits issued under them and violators are subject to
administrative, civil and criminal penalties, including civil fines, injunctions
or both. Stricter laws, regulations or enforcement policies could be enacted in
the future which would likely increase compliance costs and may adversely affect
the financial performance of infrastructure companies. Natural disasters, such
as hurricanes in the Gulf of Mexico, also may impact infrastructure companies.
Certain infrastructure companies in the utilities industry are subject to the
imposition of rate caps, increased competition due to deregulation, the
difficulty in obtaining an adequate return on invested capital or in financing
large construction projects, the limitations on operations and increased costs
and delays attributable to environmental considerations, and the capital
market's ability to absorb utility debt. In addition, taxes, government
8
International Multi-Asset Diversified Income Index Fund (YDIV)
regulation, global politics, price and supply fluctuations, volatile interest
rates and energy conservation may cause difficulties for these companies. Such
issuers have been experiencing certain of these problems to varying degrees.
INTEREST RATE RISK. The Fund is subject to interest rate risk because the value
of the debt securities held by the ETF, preferred securities held by the Fund,
and REITs in which the Fund invests will decline with rising market interest
rates. Interest rate risk is generally lower for shorter-term investments and
higher for longer-term investments. Increases in interest rates typically lower
the present value of a REIT's future earnings stream, and may make financing
property purchases and improvements more costly. Because the market price of
REIT stocks may change based upon investors' collective perceptions of future
earnings, the value of the Fund will generally decline when investors anticipate
or experience rising interest rates.
Rising interest rates could adversely impact the financial performance of MLPs.
Rising interest rates may increase an MLP's cost of capital, which would
increase operating costs and may reduce an MLP's ability to execute acquisitions
or expansion projects in a cost-effective manner. Rising interest rates may also
impact the price of MLP units as the yields on alternative investments increase.
MARKET RISK. Market risk is the risk that a particular security owned by the
Fund or shares of the Fund in general may fall in value. Shares are subject to
market fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Overall Fund share values could decline generally or could
underperform other investments.
NEW FUND RISK. The Fund currently has fewer assets than larger funds, and like
other relatively new funds, large inflows and outflows may impact the Fund's
market exposure for limited periods of time. This impact may be positive or
negative, depending on the direction of market movement during the period
affected.
NON-CORRELATION RISK. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs operating expenses not
applicable to the Index, and may incur costs in buying and selling securities,
especially when rebalancing the Fund's portfolio holdings to reflect changes in
the composition of the Index. In addition, the Fund's portfolio holdings may not
exactly replicate the securities included in the Index or the ratios between the
securities included in the Index.
NON-U.S. SECURITIES AND EMERGING MARKETS RISK. Non-U.S. securities are subject
to higher volatility than securities of domestic issuers due to possible adverse
political, social or economic developments; restrictions on foreign investment
or exchange of securities; lack of liquidity; currency exchange rates; excessive
taxation; government seizure of assets; different legal or accounting standards
and less government supervision and regulation of exchanges in foreign
countries. These risks may be heightened for securities of companies located in,
or with significant operations in, emerging market countries.
PREFERRED SECURITIES RISK. Preferred securities combine some of the
characteristics of both common stocks and bonds. Preferred securities are
typically subordinated to bonds and other debt instruments in a company's
capital structure, in terms of priority to corporate income, and therefore will
be subject to greater credit risk than those debt instruments. Preferred
securities are also subject to credit risk, interest rate risk and income risk.
REIT INVESTMENT RISK. Because the Fund invests in REITs, the Fund is subject to
the risks associated with investing in real estate, which may include, but are
not limited to, fluctuations in the value of underlying properties; defaults by
borrowers or tenants; market saturation; changes in general and local operating
expenses; and other economic, political or regulatory occurrences affecting
companies in the real estate industry. In addition to risks related to
investments in real estate generally, investing in REITs involves certain other
risks related to their structure and focus, which include, but are not limited
to, dependency upon management skills, limited diversification, the risks of
locating and managing financing for projects, heavy cash flow dependency,
possible default by borrowers, the costs and potential losses of
self-liquidation of one or more holdings, the risk of a possible lack of
mortgage funds and associated interest rate risks, overbuilding, property
vacancies, increases in property taxes and operating expenses, changes in zoning
laws, losses due to environmental damages, changes in neighborhood values and
appeal to purchases, the possibility of failing to maintain exemptions from
registration under the 1940 Act and, in many cases, relatively small market
capitalization, which may result in less market liquidity and greater price
volatility. REITs are also subject to the risk that the real estate market may
experience an economic downturn generally, which may have a material effect on
the real estate in which the REITs invest and their underlying portfolio
securities.
REPLICATION MANAGEMENT RISK. The Fund is exposed to additional market risk due
to its policy of investing principally in the securities included in the Index.
As a result of this policy, securities held by the Fund will generally not be
bought or sold in response to market fluctuations and the securities may be
9
International Multi-Asset Diversified Income Index Fund (YDIV)
issued by companies concentrated in a particular industry, if the Index is so
concentrated. Therefore, the Fund will generally not sell a security because its
issuer is in financial trouble, unless that security is removed or is
anticipated to be removed from the Index.
SMALLER COMPANIES RISK. The Fund invests in small and/or mid capitalization
companies. Such companies may be more vulnerable to adverse general market or
economic developments, and their securities may be less liquid and experience
greater price volatility than larger, more established companies as a result of
several factors, including limited trading volumes, products or financial
resources, management inexperience and less publicly available information.
Accordingly, such companies are generally subject to greater market risk than
larger, more established companies.
UTILITIES COMPANIES RISK. The Fund invests in the securities of utilities
companies. Utilities companies are subject to the imposition of rate caps,
increased competition due to deregulation, the difficulty in obtaining an
adequate return on invested capital or in financing large construction projects,
the limitations on operations and increased costs and delays attributable to
environmental considerations, and the capital market's ability to absorb utility
debt. In addition, taxes, government regulation, global politics, price and
supply fluctuations, volatile interest rates and energy conservation may cause
difficulties for utilities. Utilities issuers have been experiencing certain of
these problems to varying degrees.
ANNUAL TOTAL RETURN
The Fund has not yet operated for a full calendar year and, therefore,
performance information is not included in this section of the prospectus. See
"Total Return Information" for performance information regarding the Fund.
MANAGEMENT
INVESTMENT ADVISOR
First Trust Advisors L.P.
PORTFOLIO MANAGERS
The Fund's portfolio is managed by a team (the "Investment Committee")
consisting of:
o Daniel J. Lindquist, Chairman of the Investment Committee and
Managing Director of First Trust;
o Jon C. Erickson, Senior Vice President of First Trust;
o David G. McGarel, Chief Investment Officer and Managing Director of
First Trust;
o Roger F. Testin, Senior Vice President of First Trust; and
o Stan Ueland, Senior Vice President of First Trust.
Each Investment Committee member has served as a part of the portfolio
management team of the Fund since 2013.
PURCHASE AND SALE OF FUND SHARES
The Fund issues and redeems shares on a continuous basis, at net asset value,
only in Creation Units consisting of 50,000 shares. The Fund's Creation Units
are issued and redeemed in-kind for securities in which the Fund invests and/or
cash, and only to and from broker-dealers and large institutional investors that
have entered into participation agreements. Individual shares may only be
purchased and sold on NASDAQ(R) through a broker-dealer. Shares of the Fund will
trade on NASDAQ(R) at market prices rather than net asset value, which may cause
the shares to trade at a price greater than net asset value (premium) or less
than net asset value (discount).
TAX INFORMATION
The Fund's distributions are taxable and will generally be taxed as ordinary
income or capital gains. Distributions on shares held in a tax-deferred account,
while not immediately taxable, will be subject to tax when the shares are no
longer held in a tax-deferred account.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), First Trust and First Trust Portfolios L.P., the
Fund's distributor, may pay the intermediary for the sale of Fund shares and
related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediary's website for more information.
10
SUMMARY INFORMATION
Multi-Asset Diversified Income Index Fund (MDIV)
INVESTMENT OBJECTIVE
The Multi-Asset Diversified Income Index Fund (the "Fund") seeks investment
results that correspond generally to the price and yield (before the Fund's fees
and expenses) of an index called the NASDAQ Multi-Asset Diversified Income
Index(SM) (the "Index").
FEES AND EXPENSES OF THE FUND
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. Investors purchasing and selling shares may be subject
to costs (including customary brokerage commissions) charged by their broker,
which are not reflected in the table below.
SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the
value of your investment)
Management Fees 0.60%
Distribution and Service (12b-1) Fees (1) 0.00%
Other Expenses (2) 0.00%
Acquired Fund Fees and Expenses (2) 0.08%
---------
Total Annual Fund Operating Expenses 0.68%
|
EXAMPLE
The example below is intended to help you compare the cost of investing in
the Fund with the cost of investing in other funds. This example does not
take into account customary brokerage commissions that you pay when
purchasing or selling shares of the Fund in the secondary market.
The example assumes that you invest $10,000 in the Fund for the time periods
indicated. The example also assumes that your investment has a 5% return each
year and that the Fund's annual operating expenses remain at current levels
until February 28, 2015, and thereafter at 0.93% to represent the imposition
of the 12b-1 fee of 0.25% per annum of the Fund's average daily net assets.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 Year 3 Years 5 Years 10 Years
$69 $259 $477 $1,104
------------
|
(1) Although the Fund has adopted a 12b-1 plan that permits it to pay up to
0.25% per annum, it will not pay 12b-1 fees at any time before February
28, 2015.
(2) Pursuant to the Investment Management Agreement, First Trust Advisors
L.P., the Fund's investment advisor, will manage the investment of the
Fund's assets and will be responsible for the Fund's expenses, including
the cost of transfer agency, custody, fund administration, legal, audit
and other services and license fees, but excluding fee payments under the
Investment Management Agreement, interest, taxes, acquired fund fees and
expenses, brokerage commissions and other expenses connected with the
execution of portfolio transactions, distribution and service fees
payable pursuant to a Rule 12b-1 plan, if any, and extraordinary
expenses.
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when
Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the
Fund's performance. During the most recent fiscal year, the Fund's portfolio
turnover rate was 124% of the average value of its portfolio.
11
Multi-Asset Diversified Income Index Fund (MDIV)
PRINCIPAL INVESTMENT STRATEGIES
The Fund will normally invest at least 90% of its net assets (plus the amount of
any borrowings for investment purposes) in the common stocks and/or depositary
receipts (25%), real estate investment trusts ("REITs") (20%), preferred
securities (20%), master limited partnerships ("MLPs") (20%) and an
exchange-traded fund ("ETF") (15%) that comprise the Index (each, an "Index
Segment"). The percentages provided above reflect the approximate percentages of
each of the Index Segments included in the Index as of each quarterly rebalance.
The percentages will vary from these amounts between rebalances of the Index.
The Fund, using an indexing investment approach, attempts to replicate, before
fees and expenses, the performance of the Index. First Trust Advisors L.P.
("First Trust" or the "Advisor"), the Fund's investment advisor, seeks a
correlation of 0.95 or better (before fees and expenses) between the Fund's
performance and the performance of the Index; a figure of 1.00 would represent
perfect correlation. First Trust will regularly monitor the Fund's tracking
accuracy and will seek to maintain an appropriate correlation.
The Index is owned and was developed by The NASDAQ(R) OMX Group, Inc. (the
"Index Provider"). The Index Provider also calculates and maintains the Index.
The Index is designed to provide access to a diversified portfolio of small, mid
and large capitalization income producing securities, which are composed of
domestic and international dividend-paying stocks, REITs, oil and gas or basic
materials MLPs, U.S.-listed preferred securities and an index-based ETF that
invests in high yield or "junk" bonds. International securities included in the
index are U.S.-listed securities of non-U.S. companies, some of which may be
located in emerging markets.
The Index employs a modified market cap weighting methodology which assigns a
pre-set weight to the five Index Segments at each quarterly rebalance. Each
Index Segment has a set of separate and distinct eligibility rules and weighting
procedures as described in this prospectus under "Index Information."
The Index Provider evaluates the Index components quarterly in March, June,
September and December of each year for eligibility, using market data through
the end of January, April, July and October, respectively. Eligible components
for the Index are identified as such using the eligibility criteria set forth in
this prospectus under "Index Information." The Index is rebalanced quarterly.
Rebalancing is effective as of the market close of the third Friday in March,
June, September and December. The reference dates for the data used in the
rebalancing are at the close of trading on the last trading day in January,
April, July and October, respectively. As of December 31, 2013, the Index was
comprised of 121 securities.
The Fund intends to invest entirely in securities included in the Index;
however, there may also be instances in which the Fund may be underweighted or
overweighted in certain securities in the Index, not invested in certain
securities included in the Index, purchases securities not in the Index that are
appropriate to substitute for certain securities in the Index or utilizes
various combinations of the above techniques in seeking to track the Index.
PRINCIPAL RISKS
You could lose money by investing in the Fund. An investment in the Fund is not
a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. There can be no
assurance that the Fund's investment objective will be met.
CREDIT RISK. Credit risk is the risk that an issuer of a security will be unable
or unwilling to make dividend, interest and/or principal payments when due and
the related risk that the value of a security may decline because of concerns
about the issuer's ability to make such payments. Credit risk may be heightened
if the ETF in which the Fund invests holds "high yield" or "junk" securities.
Such securities, while generally offering higher yields than investment grade
debt with similar maturities, involve greater risks, including the possibility
of dividend or interest deferral, default or bankruptcy, and are regarded as
predominantly speculative with respect to the issuer's capacity to pay dividends
or interest and repay principal.
DEPOSITARY RECEIPTS RISK. Depositary receipts may be less liquid than the
underlying shares in their primary trading market. Any distributions paid to the
holders of depositary receipts are usually subject to a fee charged by the
depositary. Holders of depositary receipts may have limited voting rights, and
investment restrictions in certain countries may adversely impact the value of
depositary receipts because such restrictions may limit the ability to convert
shares into depositary receipts and vice versa. Such restrictions may cause
shares of the underlying issuer to trade at a discount or premium to the market
price of the depositary receipts.
12
Multi-Asset Diversified Income Index Fund (MDIV)
EQUITY SECURITIES RISK. Because the Fund invests in equity securities, the value
of the Fund's shares will fluctuate with changes in the value of these equity
securities. Equity securities prices fluctuate for several reasons, including
changes in investors' perceptions of the financial condition of an issuer or the
general condition of the relevant stock market, such as current market
volatility, or when political or economic events affecting the issuers occur. In
addition, common stock prices may be particularly sensitive to rising interest
rates, as the cost of capital rises and borrowing costs increase.
ETF RISK. An ETF trades like common stock and represents a portfolio of
securities. The risks of owning an ETF generally reflect the risks of owning the
underlying securities, although lack of liquidity in an ETF could result in it
being more volatile and ETFs have management fees that increase their costs.
FIXED INCOME SECURITIES RISK. The Fund invests in an ETF that invests in fixed
income securities. Fixed income securities are subject to credit risk and
interest rate risk. The ETF may invest in high yield fixed income securities,
commonly referred to as "junk" bonds.
HIGH YIELD SECURITIES RISK. The ETF in which the Fund invests may invest in high
yield securities, or "junk" bonds. High yield securities are subject to greater
market fluctuations and risk of loss than securities with higher ratings, and
therefore, may be highly speculative. These securities are issued by companies
that may have limited operating history, narrowly focused operations, and/or
other impediments to the timely payment of periodic interest and principal at
maturity. If the economy slows down or dips into recession, the issuers of high
yield securities may not have sufficient resources to continue making timely
payment of periodic interest and principal at maturity. The market for high
yield securities is smaller and less liquid than that for investment grade
securities. High yield securities are generally not listed on a national
securities exchange but trade in the over-the-counter markets. Due to the
smaller, less liquid market for high yield securities, the bid-offer spread on
such securities is generally greater than it is for investment grade securities
and the purchase or sale of such securities may take longer to complete.
INDEX CORRELATION RISK. You should anticipate that the value of Fund shares will
decline more or less in correlation with any decline in the value of the Fund's
Index.
INFRASTRUCTURE COMPANIES RISK. The Fund invests in infrastructure companies and
is subject to certain risks inherent in investing in these types of securities.
Infrastructure companies may be directly affected by energy commodity prices,
especially those infrastructure companies that own the underlying energy
commodity. A decrease in the production or availability of natural gas, natural
gas liquids, crude oil, coal or other energy commodities or a decrease in the
volume of such commodities available for transportation, processing, storage or
distribution may adversely impact the financial performance of infrastructure
companies. Infrastructure companies are subject to significant federal, state
and local government regulation in virtually every aspect of their operations,
including how facilities are constructed, maintained and operated, environmental
and safety controls, and the prices they may charge for products and services.
Various governmental authorities have the power to enforce compliance with these
regulations and the permits issued under them and violators are subject to
administrative, civil and criminal penalties, including civil fines, injunctions
or both. Stricter laws, regulations or enforcement policies could be enacted in
the future which would likely increase compliance costs and may adversely affect
the financial performance of infrastructure companies. Natural disasters, such
as hurricanes in the Gulf of Mexico, also may impact infrastructure companies.
Certain infrastructure companies in the utilities industry are subject to the
imposition of rate caps, increased competition due to deregulation, the
difficulty in obtaining an adequate return on invested capital or in financing
large construction projects, the limitations on operations and increased costs
and delays attributable to environmental considerations, and the capital
market's ability to absorb utility debt. In addition, taxes, government
regulation, global politics, price and supply fluctuations, volatile interest
rates and energy conservation may cause difficulties for these companies. Such
issuers have been experiencing certain of these problems to varying degrees.
INTEREST RATE RISK. The Fund is subject to interest rate risk because the value
of the debt securities held by the ETF, preferred securities held by the Fund,
and REITs in which the Fund invests will decline with rising market interest
rates. Interest rate risk is generally lower for shorter-term investments and
higher for longer-term investments. Increases in interest rates typically lower
the present value of a REIT's future earnings stream, and may make financing
property purchases and improvements more costly. Because the market price of
REIT stocks may change based upon investors' collective perceptions of future
earnings, the value of the Fund will generally decline when investors anticipate
or experience rising interest rates.
13
Multi-Asset Diversified Income Index Fund (MDIV)
Rising interest rates could adversely impact the financial performance of MLPs.
Rising interest rates may increase an MLP's cost of capital, which would
increase operating costs and may reduce an MLP's ability to execute acquisitions
or expansion projects in a cost-effective manner. Rising interest rates may also
impact the price of MLP units as the yields on alternative investments increase.
MARKET RISK. Market risk is the risk that a particular security owned by the
Fund or shares of the Fund in general may fall in value. Shares are subject to
market fluctuations caused by such factors as economic, political, regulatory or
market developments, changes in interest rates and perceived trends in
securities prices. Overall Fund share values could decline generally or could
underperform other investments.
MLP RISK. An investment in MLP units involves risks which differ from an
investment in common stock of a corporation. Holders of MLP units have limited
control and voting rights on matters affecting the partnership. In addition,
there are certain tax risks associated with an investment in MLP units and
conflicts of interest exist between common unit holders and the general partner,
including those arising from incentive distribution payments. In addition, there
is the risk that a MLP could be, contrary to its intention, taxed as a
corporation, resulting in decreased returns from such MLP.
NON-CORRELATION RISK. The Fund's return may not match the return of the Index
for a number of reasons. For example, the Fund incurs operating expenses not
applicable to the Index, and may incur costs in buying and selling securities,
especially when rebalancing the Fund's portfolio holdings to reflect changes in
the composition of the Index. In addition, the Fund's portfolio holdings may not
exactly replicate the securities included in the Index or the ratios between the
securities included in the Index.
NON-U.S. SECURITIES AND EMERGING MARKETS RISK. Non-U.S. securities are subject
to higher volatility than securities of domestic issuers due to possible adverse
political, social or economic developments; restrictions on foreign investment
or exchange of securities; lack of liquidity; excessive taxation; government
seizure of assets; different legal or accounting standards and less government
supervision and regulation of exchanges in foreign countries. These risks may be
heightened for securities of companies located in, or with significant
operations in, emerging market countries.
PREFERRED SECURITIES RISK. Preferred securities combine some of the
characteristics of both common stocks and bonds. Preferred securities are
typically subordinated to bonds and other debt instruments in a company's
capital structure, in terms of priority to corporate income, and therefore will
be subject to greater credit risk than those debt instruments. Preferred
securities are also subject to credit risk, interest rate risk and income risk.
REIT INVESTMENT RISK. Because the Fund invests in REITs, the Fund is subject to
the risks associated with investing in real estate, which may include, but are
not limited to, fluctuations in the value of underlying properties; defaults by
borrowers or tenants; market saturation; changes in general and local operating
expenses; and other economic, political or regulatory occurrences affecting
companies in the real estate industry. In addition to risks related to
investments in real estate generally, investing in REITs involves certain other
risks related to their structure and focus, which include, but are not limited
to, dependency upon management skills, limited diversification, the risks of
locating and managing financing for projects, heavy cash flow dependency,
possible default by borrowers, the costs and potential losses of
self-liquidation of one or more holdings, the risk of a possible lack of
mortgage funds and associated interest rate risks, overbuilding, property
vacancies, increases in property taxes and operating expenses, changes in zoning
laws, losses due to environmental damages, changes in neighborhood values and
appeal to purchases, the possibility of failing to maintain exemptions from
registration under the 1940 Act and, in many cases, relatively small market
capitalization, which may result in less market liquidity and greater price
volatility. REITs are also subject to the risk that the real estate market may
experience an economic downturn generally, which may have a material effect on
the real estate in which the REITs invest and their underlying portfolio
securities.
REPLICATION MANAGEMENT RISK. The Fund is exposed to additional market risk due
to its policy of investing principally in the securities included in the Index.
As a result of this policy, securities held by the Fund will generally not be
bought or sold in response to market fluctuations and the securities may be
issued by companies concentrated in a particular industry, if the Index is so
concentrated. Therefore, the Fund will generally not sell a security because its
issuer is in financial trouble, unless that security is removed or is
anticipated to be removed from the Index.
14
Multi-Asset Diversified Income Index Fund (MDIV)
SMALLER COMPANIES RISK. The Fund invests in small and/or mid capitalization
companies. Such companies may be more vulnerable to adverse general market or
economic developments, and their securities may be less liquid and experience
greater price volatility than larger, more established companies as a result of
several factors, including limited trading volumes, products or financial
resources, management inexperience and less publicly available information.
Accordingly, such companies are generally subject to greater market risk than
larger, more established companies.
ANNUAL TOTAL RETURN
The bar chart and table below illustrate the annual calendar year return of the
Fund based on net asset value for the past year as well as the average annual
Fund and Index returns for the one year and since inception periods ended
December 31, 2013. The bar chart and table provide an indication of the risks of
investing in the Fund by showing how the Fund's average annual total returns
based on net asset value compare to those of the Index and two broad-based
securities market indices. See "Total Return Information" for additional
performance information regarding the Fund. The Fund's performance information
is accessible on the Fund's website at www.ftportfolios.com.
Returns before taxes do not reflect the effects of any income or capital gains
taxes. All after-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
any state or local tax. Returns after taxes on distributions reflect the taxed
return on the payment of dividends and capital gains. Returns after taxes on
distributions and sale of shares assume you sold your shares at period end, and,
therefore, are also adjusted for any capital gains or losses incurred. Returns
for the market indices do not include expenses, which are deducted from Fund
returns, or taxes.
Your own actual after-tax returns will depend on your specific tax situation and
may differ from what is shown here. After-tax returns are not relevant to
investors who hold Fund shares in tax-deferred accounts such as individual
retirement accounts (IRAs) or employee-sponsored retirement plans.
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND--TOTAL RETURN
CALENDAR YEAR TOTAL RETURN AS OF 12/31
2013 10.86%
During the year ended December 31, 2013, the Fund's highest and lowest calendar
quarter returns were 11.30% and -2.32%, respectively, for the quarters ended
March 31, 2013 and June 30, 2013. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2013
1 Year Since Inception
(8/13/2012)
Return Before Taxes 10.86% 8.48%
Return After Taxes on Distributions 8.21% 6.17%
Return After Taxes on Distributions and Sale of Shares 6.13% 5.47%
NASDAQ Multi-Asset Diversified Income Index(SM) 11.53% 9.22%
S&P 500(R) Index 32.39% 24.70%
Dow Jones U.S. Select Dividend Index(SM) 29.06% 21.75%
|
15
Multi-Asset Diversified Income Index Fund (MDIV)
MANAGEMENT
INVESTMENT ADVISOR
First Trust Advisors L.P.
PORTFOLIO MANAGERS
The Fund's portfolio is managed by a team (the "Investment Committee")
consisting of:
o Daniel J. Lindquist, Chairman of the Investment Committee and
Managing Director of First Trust;
o Jon C. Erickson, Senior Vice President of First Trust;
o David G. McGarel, Chief Investment Officer and Managing Director of
First Trust;
o Roger F. Testin, Senior Vice President of First Trust; and
o Stan Ueland, Senior Vice President of First Trust.
Each Investment Committee member has served as a part of the portfolio
management team of the Fund since 2012.
PURCHASE AND SALE OF FUND SHARES
The Fund issues and redeems shares on a continuous basis, at net asset value,
only in Creation Units consisting of 50,000 shares. The Fund's Creation Units
are issued and redeemed in-kind for securities in which the Fund invests and/or
cash, and only to and from broker-dealers and large institutional investors that
have entered into participation agreements. Individual shares may only be
purchased and sold on NASDAQ(R) through a broker-dealer. Shares of the Fund will
trade on NASDAQ(R) at market prices rather than net asset value, which may cause
the shares to trade at a price greater than net asset value (premium) or less
than net asset value (discount).
TAX INFORMATION
The Fund's distributions are taxable and will generally be taxed as ordinary
income or capital gains. Distributions on shares held in a tax-deferred account,
while not immediately taxable, will be subject to tax when the shares are no
longer held in a tax-deferred account.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial
intermediary (such as a bank), First Trust and First Trust Portfolios L.P., the
Fund's distributor, may pay the intermediary for the sale of Fund shares and
related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend the Fund over another investment. Ask your salesperson or visit your
financial intermediary's website for more information.
16
INVESTMENT STRATEGIES
Each Fund is a series of the Trust, an investment company and an exchange-traded
"index fund." The investment objective of each Fund is to seek investment
results that correspond generally to the price and yield (before each Fund's
fees and expenses) of such Fund's corresponding equity index (each Fund's
corresponding equity index is referred to herein as an "Index," and together, as
the "Indices;" the provider of each Fund's Index is referred to herein as an
"Index Provider" and collectively, as the "Index Providers"). Each Fund will
normally invest at least 90% of its net assets (plus the amount of any
borrowings for investment purposes) in securities that comprise each Fund's
respective Index. Each Fund's investment objective, the 90% investment strategy
and each of the policies described herein are non-fundamental policies that may
be changed by the Board of Trustees of the Trust (the "Board") without
shareholder approval. As non-fundamental policies, each Fund's investment
objective and the 90% investment strategy require 60 days' prior written notice
to shareholders before they can be changed. Certain fundamental policies of the
Funds are set forth in the Statement of Additional Information ("SAI") under
"Investment Objectives and Policies."
In seeking to achieve its investment objective, each Fund generally will invest
in all of the securities comprising its Index, in proportion to their weightings
in the Index. However, under various circumstances, it may not be possible or
practicable to purchase all of those securities in those weightings. In those
circumstances, a Fund may purchase a sample of securities in its Index. There
may also be instances in which First Trust may choose to overweight certain
securities in the applicable Index, purchase securities not in the Index which
First Trust believes are appropriate to substitute for certain securities in the
Index, use futures or derivative instruments, or utilize various combinations of
the above techniques in seeking to track the Index. A Fund may sell securities
that are represented in its Index in anticipation of their removal from the
Index or purchase securities not represented in the Index in anticipation of
their addition to the Index.
FUND INVESTMENTS
EQUITY SECURITIES
The Funds invest in equity securities, which include common stocks; preferred
securities; warrants to purchase common stocks or preferred securities;
securities convertible into common stocks or preferred securities; and other
securities with equity characteristics.
NON-U.S. INVESTMENTS
The Funds may invest in securities issued by non-U.S. companies that are traded
over-the-counter or listed on an exchange.
CASH EQUIVALENTS AND SHORT TERM INVESTMENTS
Normally, a Fund invests substantially all of its assets to meet its investment
objective. Each Fund may invest the remainder of its assets in securities with
maturities of less than one year or cash equivalents, or it may hold cash. The
percentage of a Fund invested in such holdings varies and depends on several
factors, including market conditions. For temporary defensive purposes and
during periods of high cash inflows or outflows, a Fund may depart from its
principal investment strategies and invest part or all of its assets in these
securities or it may hold cash. During such periods, such Fund may not be able
to achieve its investment objective. A Fund may adopt a defensive strategy when
the portfolio managers believe securities in which such Fund normally invests
have elevated risks due to political or economic factors and in other
extraordinary circumstances. For more information on eligible short term
investments, see the SAI.
SECURITIES LENDING
The Funds may lend securities representing up to 33-1/3% of the value of their
total assets to broker-dealers, banks and other institutions to generate
additional income. When a Fund loans its portfolio securities, it will receive,
at the inception of each loan, cash collateral equal to at least 102% (for
domestic securities) or 105% (for international securities) of the market value
of the loaned securities. First Trust may select any Fund to participate in the
securities lending program, at its discretion, with notice to the Board.
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
PREFERRED SECURITIES
The Funds invest in preferred securities. Preferred securities, which generally
pay fixed or adjustable-rate dividends or interest to investors, have preference
over common stock in the payment of dividends or interest and the liquidation of
17
a company's assets, which means that a company typically must pay dividends or
interest on its preferred securities before paying any dividends on its common
stock. Preferred securities are generally junior to all forms of the company's
debt, including both senior and subordinated debt.
MASTER LIMITED PARTNERSHIPS
MLPs are limited partnerships whose shares (or units) are listed and traded on a
U.S. securities exchange, just like common stock. To qualify as an MLP, a
partnership must receive at least 90% of its income from qualifying sources such
as natural resource activities. Natural resource activities include the
exploration, development, mining, production, processing, refining,
transportation, storage and marketing of mineral or natural resources. MLPs
generally have two classes of owners, the general partner and limited partners.
The general partner, which is generally a major energy company, investment fund
or the management of the MLP, typically controls the MLP through a 2% general
partner equity interest in the MLP plus common units and subordinated units.
Limited partners own the remainder of the partnership, through ownership of
common units, and have a limited role in the partnership's operations and
management.
MLPs are typically structured such that common units have first priority to
receive quarterly cash distributions up to an established minimum quarterly
dividend ("MQD"). Common units also accrue arrearages in distributions to the
extent the MQD is not paid. Once common units have been paid, subordinated units
receive distributions of up to the MQD, but subordinated units do not accrue
arrearages. Distributable cash in excess of the MQD paid to both common and
subordinated units is distributed to both common and subordinated units
generally on a pro rata basis. The general partner is also eligible to receive
incentive distributions if the general partner operates the business in a manner
which maximizes value to unit holders. As the general partner increases cash
distributions to the limited partners, the general partner receives an
increasingly higher percentage of the incremental cash distributions. A common
arrangement provides that the general partner can reach a tier where the general
partner is receiving 50% of every incremental dollar paid to common and
subordinated unit holders. By providing for incentive distributions the general
partner is encouraged to streamline costs and acquire assets in order to grow
the partnership, increase the partnership's cash flow, and raise the quarterly
cash distribution in order to reach higher tiers. Such results benefit all
security holders of the MLP.
ETFS
An ETF is an investment company that holds a portfolio of securities generally
designed to track the performance of a market segment or securities index,
including industry, sector, country and region indexes. ETFs trade on a
securities exchange and their shares may, at times, trade at a premium or
discount to their net asset value. In addition, the Fund will incur brokerage
costs when purchasing and selling shares of ETFs.
As a shareholder in an ETF, each Fund will bear its ratable share of the ETF's
expenses, and would remain subject to payment of the ETF's advisory and
administrative fees with respect to assets so invested. Shareholders would
therefore be subject to duplicative expenses to the extent the Fund invests in
an ETF. Securities of ETFs may be leveraged, in which case the value and/or
yield of such securities will tend to be more volatile than securities of
unleveraged securities.
REITS
Real estate investment trusts, or "REITs," are companies that own and most often
actively manage income-generating commercial real estate. Some REITs make or
invest in loans and other obligations that are secured by real estate
collateral. Most REITs are publicly traded. REITs receive special tax
considerations and are typically a highly liquid method of investing in real
estate.
REITs are generally categorized as equity REITs, mortgage REITs or hybrid REITs.
Equity REITs invest in and own properties, and thus are responsible for the
equity or value of their real estate assets. Their revenues come principally
from their properties' rents. Mortgage REITs deal in investment and ownership of
property mortgages. These REITs loan money for mortgages to owners of real
estate or purchase existing mortgages or mortgage-backed securities. Their
revenues are generated primarily by the interest that they earn on the mortgage
loans. Hybrid REITs combine the investment strategies of equity REITs and
mortgage REITs by investing in both properties and mortgages.
HIGH YIELD DEBT SECURITIES
Each of International Multi-Asset Diversified Income Index Fund and Multi-Asset
Diversified Income Index Fund invest in an ETF that invests significantly in
debt instruments (e.g., bonds, loans and convertible securities), a substantial
portion of which may be rated below investment-grade, or unrated securities
deemed by the Fund's portfolio managers to be of comparable quality. Debt rated
below investment-grade is commonly referred to as "high yield" or "junk" debt.
High yield debt may be issued by companies without long track records of sales
and earnings, or by issuers that have questionable credit strength. High yield
debt and comparable unrated debt securities: (a) will likely have some quality
18
and protective characteristics that, in the judgment of the rating agency
evaluating the instrument, are outweighed by large uncertainties or major risk
exposures to adverse conditions; and (b) are predominantly speculative with
respect to the issuer's capacity to pay dividends or interest and repay
principal in accordance with the terms of the obligation.
DISCLOSURE OF PORTFOLIO HOLDINGS
A description of the policies and procedures with respect to the disclosure of
each Fund's portfolio securities is included in the Funds' SAI and on the Funds'
website at www.ftportfolios.com.
ADDITIONAL RISKS OF INVESTING IN THE FUNDS
Risk is inherent in all investing. Investing in a Fund involves risk, including
the risk that you may lose all or part of your investment. There can be no
assurance that a Fund will meet its stated objective. Before you invest, you
should consider the following risks in addition to the Principal Risks set forth
above in this prospectus.
BORROWING AND LEVERAGE RISK. When a Fund borrows money, it must pay interest and
other fees, which will reduce the Fund's returns if such costs exceed the
returns on the portfolio securities purchased or retained with such borrowings.
Any such borrowings are intended to be temporary. However, under certain market
conditions, including periods of low demand or decreased liquidity, such
borrowings might be outstanding for longer periods of time. As prescribed by the
1940 Act, the Fund will be required to maintain specified asset coverage of at
least 300% with respect to any bank borrowing immediately following such
borrowing. The Fund may be required to dispose of assets on unfavorable terms if
market fluctuations or other factors reduce the Fund's asset coverage to less
than the prescribed amount.
CONCENTRATION RISK. A Fund will be concentrated in the securities of an
individual industry if the Fund's corresponding Index is concentrated in an
individual industry. A concentration makes a Fund more susceptible to any single
occurrence affecting the industry and may subject the Fund to greater market
risk than more diversified funds.
DEPOSITARY RECEIPTS RISK. In addition to the risks above in "Principal
Risks--Depositary Receipts Risk," an investment in Depositary Receipts involves
further risks due to certain features of Depositary Receipts. Depositary
Receipts are usually in the form of ADRs or GDRs. ADRs are U.S.
dollar-denominated receipts representing shares of foreign-based corporations.
ADRs are issued by U.S. banks or trust companies, and entitle the holder to all
dividends and capital gains that are paid out on the underlying foreign shares.
GDRs are similar to ADRs, but are shares of foreign-based corporations generally
issued by international banks in one or more markets around the world. ADRs or
GDRs may be less liquid than the underlying shares in their primary trading
market. Any distributions paid to the holders of Depositary Receipts, whether
ADRs or GDRs, are usually subject to a fee charged by the depositary.
Holders of Depositary Receipts may have limited voting rights pursuant to a
deposit agreement between the underlying issuer and the depositary. In certain
cases, the depositary will vote the equity shares deposited with it as directed
by the underlying issuer's board of directors. Furthermore, investment
restrictions in certain countries may adversely impact the value of Depositary
Receipts because such restrictions may limit the ability to convert equity
shares into Depositary Receipts and vice versa. Such restrictions may cause
equity shares of the underlying issuer to trade at a discount or premium to the
market price of the Depositary Receipt. Moreover, if Depositary Receipts are
converted into equity shares, the laws in certain countries may limit the
ability of a non-resident to trade the equity shares and to reconvert the equity
shares to Depositary Receipts.
Depositary Receipts may be "sponsored" or "unsponsored." Sponsored Depositary
Receipts are established jointly by a depositary and the underlying issuer,
whereas unsponsored Depositary Receipts may be established by a depositary
without participation by the underlying issuer. Holders of unsponsored
Depositary Receipts generally bear all the costs associated with establishing
the unsponsored Depositary Receipts. In addition, the issuers of the securities
underlying unsponsored Depositary Receipts are not obligated to disclose
material information in the United States and, therefore, there may be less
information available regarding such issuers and there may not be a correlation
between such information and the market value of the Depositary Receipts.
Depositary Receipts may be unregistered and unlisted. A Fund's investments may
also include Depositary Receipts that are not purchased in the public markets
and are restricted securities that can be offered and sold only to "qualified
institutional buyers" under Rule 144A under the Securities Act of 1933, as
amended ("Securities Act"). Moreover, if adverse market conditions were to
develop during the period between a Fund's decision to sell these types of
Depositary Receipts and the point at which a Fund is permitted or able to sell
such security, the Fund might obtain a price less favorable than the price that
prevailed when it decided to sell.
19
EMERGING MARKETS RISK. In addition to the risks described above in "Principal
Risks--Non-U.S. Securities and Emerging Markets Risk," an investment in emerging
market companies involves certain further risks not associated with investing in
developed market countries because emerging market countries are often in the
initial stages of their industrialization cycles and have low per capita income.
These increased risks include the possibility of investment and trading
limitations, greater liquidity concerns, higher price volatility, greater delays
and possibility of disruptions in settlement transactions, greater political
uncertainties and greater dependence on international trade or development
assistance. In addition, emerging market countries may be subject to
overburdened infrastructures and environmental problems.
EQUITY SECURITIES RISK. Equity securities may decline significantly in price
over short or extended periods of time, and such declines may occur in the
equity market as a whole, or they may occur in only a particular country,
company, industry or sector of the market
INFLATION RISK. Inflation risk is the risk that the value of assets or income
from investments will be less in the future as inflation decreases the value of
money. As inflation increases, the value of a Fund's assets can decline as can
the value of the Fund's distributions. Common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and borrowing
costs increase.
INTELLECTUAL PROPERTY RISK. Each Fund relies on a license and related sublicense
that permits the Fund to use the Index and associated trade names, trademarks
and service marks (the "Intellectual Property") in connection with the name and
investment strategies of the Fund. Such license or sublicense may be terminated
by the Index Provider and, as a result, a Fund may lose its ability to use the
Intellectual Property. There is also no guarantee that the Index Provider has
all rights to license the Intellectual Property to First Trust for use by the
Funds. Accordingly, in the event the license is terminated or the Index Provider
does not have rights to license the Intellectual Property, it may have a
significant effect on the operation of a Fund.
ISSUER SPECIFIC CHANGES RISK. The value of an individual security or particular
type of security can be more volatile than the market as a whole and can perform
differently from the value of the market as a whole.
MARKET MAKER RISK. A Fund, especially one with lower average daily trading
volumes, may rely on a small number of third-party market makers to provide a
market for the purchase and sale of shares. Any trading halt or other problem
relating to the trading activity of these market makers could result in a
dramatic change in the spread between a Fund's net asset value and the price at
which such Fund's shares are trading on the Exchange. This could result in a
decrease in value of a Fund's shares.
NON-U.S. SECURITIES RISK. In addition to the risks described above in "Principal
Risks--Non-U.S. Securities and Emerging Markets Risk," an investment in
securities of non-U.S. companies involves other risks not associated with
domestic issuers. Investment in non-U.S. securities may involve higher costs
than investment in U.S. securities, including higher transaction and custody
costs as well as the imposition of additional taxes by non-U.S. governments.
Non-U.S. investments may also involve risks associated with the level of
currency exchange rates, less complete financial information about the issuers,
less market liquidity, more market volatility and political instability. Future
political and economic developments, the possible imposition of withholding
taxes on dividend income, the possible seizure or nationalization of non-U.S.
holdings, the possible establishment of exchange controls or freezes on the
convertibility of currency, or the adoption of other governmental restrictions
might adversely affect an investment in non-U.S. securities. Additionally,
non-U.S. issuers may be subject to less stringent regulation, and to different
accounting, auditing and recordkeeping requirements.
PASSIVE INVESTMENT RISK. The Funds are not actively managed. Each Fund invests
in securities included in or representative of its Index regardless of their
investment merit. The Funds generally will not attempt to take defensive
positions in declining markets.
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
CURRENCY RISK. In addition to the risks described above in "Principal Risks --
Currency Risk," an investment in non-U.S. securities involves further risk due
to currency exchange rates. Changes in currency exchange rates may affect the
Fund's net asset value, the value of dividends and interest earned, and gains
and losses realized on the sale of securities. An increase in the strength of
the U.S. dollar relative to other currencies may cause the value of the Fund to
decline. Certain non-U.S. currencies may be particularly volatile, and non-U.S.
governments may intervene in the currency markets, causing a decline in value or
liquidity in the Fund's non-U.S. holdings whose value is tied to the affected
non-U.S. currency.
20
ETF RISK. In addition to the risks described above in "Principal Risks--ETF
Risks," an ETF may fail to accurately track the returns of the market segment or
index that it is designed to track, and the price of an ETF's shares may
fluctuate. In addition, because they, unlike traditional mutual funds, are
traded on an exchange, ETFs are subject to the following risks: (i) the
performance of the ETF may not replicate the performance of the underlying index
that it is designed to track; (ii) the market price of the ETF's shares may
trade at a premium or discount to the ETF's net asset value; (iii) an active
trading market for an ETF may not develop or be maintained; and (iv) there is no
assurance that the requirements of the exchange necessary to maintain the
listing of the ETF will continue to be met or remain unchanged. In the event
substantial market or other disruptions affecting ETFs should occur in the
future, the liquidity and value of the Fund's shares could also be substantially
and adversely affected. An investment company's investments in other investment
companies are typically subject to statutory limitations prescribed by the Act.
FIXED INCOME SECURITIES RISK. In addition to the risks described above in
"Principal Risks -- Fixed Income Securities Risk," an investment in an ETF that
invests in fixed-rate, domestic and foreign obligations may entail credit risks
and the risk that the value of Fund's assets will decline, and may decline
precipitously, with increases in interest rates. High yield debt securities are,
under most circumstances, subject to greater market fluctuations and risk of
loss of income and principal than are investments in lower-yielding,
higher-rated securities, and their value may decline precipitously because of
increases in interest rates, not only because the increases in rates generally
decrease values, but also because increased rates may indicate a slowdown in the
economy and a decrease in the value of assets generally that may adversely
affect the credit of issuers of high yield, high risk securities resulting in a
higher incidence of defaults among high yield, high risk securities. A slowdown
in the economy, or a development adversely affecting an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings or
sell assets at the rate and at the prices, respectively, that are required to
produce sufficient cash flow to meet its interest and principal requirements.
HIGH YIELD SECURITIES RISK. In addition to the risks described above in
"Principal Risks -- High Yield Securities Risk," an investment in ETFs which
invest in high yield, high risk, fixed-rate, domestic and foreign obligations,
or "junk" securities, may entail increased credit risks and the risk that the
value of Fund's assets will decline, and may decline precipitously, with
increases in interest rates. In recent years there have been wide fluctuations
in interest rates and thus in the value of fixed-rate, obligations generally.
High yield debt securities are, under most circumstances, subject to greater
market fluctuations and risk of loss of income and principal than are
investments in lower-yielding, higher-rated securities, and their value may
decline precipitously because of increases in interest rates, not only because
the increases in rates generally decrease values, but also because increased
rates may indicate a slowdown in the economy and a decrease in the value of
assets generally that may adversely affect the credit of issuers of high-yield,
high-risk securities resulting in a higher incidence of defaults among
high-yield, high-risk securities. A slowdown in the economy, or a development
adversely affecting an issuer's creditworthiness, may result in the issuer being
unable to maintain earnings or sell assets at the rate and at the prices,
respectively, that are required to produce sufficient cash flow to meet its
interest and principal requirements. For an issuer that has outstanding both
senior commercial bank debt and subordinated high-yield, high-risk securities,
an increase in interest rates will increase that issuer's interest expense
insofar as the interest rate on the bank debt is fluctuating. However, many
leveraged issuers enter into interest rate protection agreements to fix or cap
the interest rate on a large portion of their bank debt. This reduces exposure
to increasing rates, but reduces the benefit to the issuer of declining rates.
The Advisor cannot predict future economic policies or their consequences or,
therefore, the course or extent of any similar market fluctuations in the
future.
INCOME RISK. If interest rates fall, the income from the Fund's portfolio will
likely decline as the Fund invests the proceeds from new share sales. The income
from the ETF in which the Fund invests may also decline when it invests proceeds
from matured or called debt securities, at interest rates that are below the
portfolio's current earnings rate.
INFRASTRUCTURE COMPANIES RISK. In addition to the risks described above in
"Principal Risks -- Infrastructure Companies Risk," the Fund is subject to
certain risks inherent in investing in securities of infrastructure companies.
Infrastructure companies may be directly affected by energy commodity prices,
especially those infrastructure companies which own the underlying energy
commodity. Commodity prices fluctuate for several reasons, including changes in
market and economic conditions, the impact of weather on demand, levels of
domestic production and imported commodities, energy conservation, domestic and
foreign governmental regulation and taxation and the availability of local,
intrastate and interstate transportation systems.
A decrease in the production or availability of natural gas, natural gas
liquids, crude oil, coal or other energy commodities or a decrease in the volume
of such commodities available for transportation, processing, storage or
distribution may adversely impact the financial performance of infrastructure
companies. In addition, infrastructure companies engaged in the production of
natural gas, NGLs, crude oil, refined petroleum products or coal are subject to
the risk that their commodity reserves naturally deplete over time.
Infrastructure companies are subject to significant federal, state and local
government regulation in virtually every aspect of their operations, including
how facilities are constructed, maintained and operated, environmental and
21
safety controls, and the prices they may charge for products and services.
Various governmental authorities have the power to enforce compliance with these
regulations and the permits issued under them and violators are subject to
administrative, civil and criminal penalties, including civil fines, injunctions
or both. Stricter laws, regulations or enforcement policies could be enacted in
the future which would likely increase compliance costs and may adversely affect
the financial performance of infrastructure companies.
Natural disasters, such as hurricanes in the Gulf of Mexico, also may impact
infrastructure companies.
Certain infrastructure companies in the utilities industry are subject to the
imposition of rate caps, increased competition due to deregulation, the
difficulty in obtaining an adequate return on invested capital or in financing
large construction projects, the limitations on operations and increased costs
and delays attributable to environmental considerations, and the capital
market's ability to absorb utility debt. In addition, taxes, government
regulation, non-U.S. politics, price and supply fluctuations, volatile interest
rates and energy conservation may cause difficulties for these companies. Such
issuers have been experiencing certain of these problems to varying degrees.
MLP TAX RISK. In addition to the risks described above in "Principal Risks--MLP
Risk," an investment in MLPs also entails certain tax risks. The Fund's ability
to meet its investment objective depends, in part, on the level of taxable
income and distributions it receives from the MLPs in which the Fund invests, a
factor over which the Fund has no control. The benefit the Fund derives from its
investment in MLPs is largely dependent on their being treated as partnerships
for federal income tax purposes. As a partnership, an MLP has no income tax
liability at the entity level. If, as a result of a change in an MLP's business,
an MLP were treated as a corporation for federal income tax purposes, such MLP
would be obligated to pay federal income tax on its income at the applicable
corporate tax rate. If an MLP was classified as a corporation for federal income
tax purposes, the amount of cash available for distribution with respect to its
units would be reduced and any such distributions received by the Fund would be
taxed entirely as dividend income if paid out of the earnings of the MLP.
Therefore, treatment of an MLP as a corporation for federal income tax purposes
would result in a material reduction in the after-tax return to the Fund, likely
causing a substantial reduction in the value of the shares of the Fund.
PREFERRED SECURITIES RISK. In addition to the risks described above in
"Principal Risks--Preferred Securities Risk," an investment in preferred
securities involves the further risks not associated with an investment in
common stocks set forth below.
o Limited Voting Rights. Generally, holders of preferred securities
(such as the Fund) have no voting rights with respect to the issuing
company unless preferred dividends have been in arrears for a
specified number of periods, at which time the preferred security
holders may elect a number of directors to the issuer's board.
Generally, once the issuer pays all the arrearages, the preferred
security holders no longer have voting rights.
o Special Redemptions Rights. In certain circumstances, an issuer of
preferred securities may redeem the securities prior to a specified
date. For instance, for certain types of preferred securities, a
redemption may be triggered by a change in federal income tax or
securities laws. As with call provisions, a special redemption by
the issuer may negatively impact the return of the security held by
the Fund.
o Deferral. Preferred securities may include provisions that permit
the issuer, at its discretion, to defer distributions for a stated
period without any adverse consequences to the issuer. If the Fund
owns a preferred security that is deferring its distributions, the
Fund may be required to report income for federal income tax
purposes although it has not yet received such income in cash.
o Subordination. Preferred securities are subordinated to bonds and
other debt instruments in a company's capital structure in terms of
priority to corporate income and liquidation payments and therefore
will be subject to greater credit risk than those debt instruments.
o Liquidity. Preferred securities may be substantially less liquid
than many other securities, such as common stocks or U.S. government
securities.
REIT INVESTMENT RISK. In addition to the risks described above in "Principal
Risks--REIT Investment Risk," an investment in REITs also involves certain risk,
which include, among others, adverse changes in national, state or local real
estate conditions (such as the turmoil experienced since 2007 in the residential
and commercial real estate markets); obsolescence of properties; changes in the
availability, cost and terms of mortgage funds; and the impact of changes in
environmental laws. In addition, a REIT that fails to comply with federal tax
requirements affecting REITs may be subject to federal income taxation, or the
federal tax requirement that a REIT distribute substantially all of its net
income to its shareholders may result in a REIT having insufficient capital for
future expenditures. The value of a REIT can depend on the structure of and cash
flow generated by the REIT. In addition, like investment companies, REITs have
expenses, including advisory and administration fees, that are paid by their
shareholders. As a result, you will absorb duplicate levels of fees when the
Fund invests in REITs. In addition, REITs are subject to certain provisions
under federal tax law. The failure of a company to qualify as a REIT could have
adverse consequences for the Fund, including significantly reducing return to
22
the Fund on its investment in such company. REITs are subject to special U.S.
federal tax requirements. REIT that fails to comply with such tax requirements
may be subject to U.S. federal income taxation, which may affect the value of
the REIT and the characterization of the REIT's distributions. The U.S. federal
tax requirement that a REIT distribute substantially all of its net income to
its shareholders may result in a REIT having insufficient capital for future
expenditures.
TRADING ISSUES
Although each Fund is listed for trading on NASDAQ(R), there can be no assurance
that an active trading market for such shares will develop or be maintained.
Trading in shares on NASDAQ(R) may be halted due to market conditions or for
reasons that, in the view of NASDAQ(R), make trading in shares inadvisable. In
addition, trading in shares on NASDAQ(R) is subject to trading halts caused by
extraordinary market volatility pursuant to NASDAQ(R) "circuit breaker" rules.
There can be no assurance that the requirements of NASDAQ(R) necessary to
maintain the listing of a Fund will continue to be met or will remain unchanged.
Due to the initial small asset size of the Funds, they may be more likely to
have difficulty maintaining their listing on NASDAQ(R).
FLUCTUATION OF NET ASSET VALUE
The net asset value of shares of each Fund will generally fluctuate with changes
in the market value of the Fund's holdings. The market prices of shares will
generally fluctuate in accordance with changes in net asset value as well as the
relative supply of and demand for shares on NASDAQ(R). First Trust cannot
predict whether shares will trade below, at or above their net asset value.
Price differences may be due, in large part, to the fact that supply and demand
forces at work in the secondary trading market for shares will be closely
related to, but not identical to, the same forces influencing the prices of the
stocks of the Funds trading individually or in the aggregate at any point in
time. However, given that shares can only be purchased and redeemed in Creation
Units (unlike shares of closed-end funds, which frequently trade at appreciable
discounts from, and sometimes at premiums to, their net asset value), First
Trust believes that large discounts or premiums to the net asset value of shares
should not be sustained.
FUND ORGANIZATION
Each Fund is a series of the Trust, an investment company registered under the
1940 Act. Each Fund is treated as a separate fund with its own investment
objective and policies. The Trust is organized as a Massachusetts business
trust. Its Board is responsible for the overall management and direction of the
Trust. The Board elects the Trust's officers and approves all significant
agreements, including those with the investment advisor, custodian and fund
administrative and accounting agent.
MANAGEMENT OF THE FUNDS
First Trust Advisors L.P. ("First Trust" or the "Advisor"), 120 East Liberty
Drive, Wheaton, Illinois 60187, is the investment advisor to the Funds. In this
capacity, First Trust is responsible for the selection and ongoing monitoring of
the securities in each Fund's portfolio and certain other services necessary for
the management of the portfolios.
First Trust is a limited partnership with one limited partner, Grace Partners of
DuPage L.P., and one general partner, The Charger Corporation. Grace Partners of
DuPage L.P. is a limited partnership with one general partner, The Charger
Corporation, and a number of limited partners. The Charger Corporation is an
Illinois corporation controlled by James A. Bowen, the Chief Executive Officer
of the Advisor. First Trust discharges its responsibilities subject to the
policies of the Board.
First Trust serves as advisor or sub-advisor to 15 mutual fund portfolios, 9
exchange-traded funds consisting of 82 series and 14 closed-end funds and is
also the portfolio supervisor of certain unit investment trusts sponsored by
First Trust Portfolios L.P. ("FTP"). FTP specializes in the underwriting,
trading and distribution of unit investment trusts and other securities. FTP is
the principal underwriter of the shares of each Fund.
There is no one individual primarily responsible for portfolio management
decisions for the Funds. Investments are made under the direction of the
Investment Committee. The Investment Committee currently consists of Daniel J.
Lindquist, Jon C. Erickson, David G. McGarel, Roger F. Testin and Stan Ueland.
o Mr. Lindquist is Chairman of the Investment Committee and presides
over Investment Committee meetings. Mr. Lindquist is responsible for
overseeing the implementation of each Fund's investment strategy.
23
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.
o 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.
o Mr. McGarel is the Chief Investment 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.
o 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.
o 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.
For additional information concerning First Trust, including a description of
the services provided to the Funds, see the Funds' SAI. In addition, the SAI
provides additional information about the compensation of Investment Committee
members, other accounts managed by members of the Investment Committee and
ownership by members of the Investment Committee of shares of the Funds.
For First Trust NASDAQ Technology Dividend Index Fund, International Multi-Asset
Diversified Income Index Fund and Multi-Asset Diversified Income Index Fund,
First Trust is paid an annual management fee of 0.50%, 0.70% and 0.60%,
respectively, of such Fund's average daily net assets and is responsible for the
expenses of such Fund including the cost of transfer agency, custody, fund
administration, legal, audit and other services and license fees, but excluding
fee payments under the Investment Management Agreement, interest, taxes,
acquired fund fees and expenses, brokerage commissions and other expenses
connected with the execution of portfolio transactions, distribution and service
fees payable pursuant to a Rule 12b-1 plan, if any, acquired fund fees and
extraordinary expenses. A discussion regarding the Board's approval of the
Investment Management Agreement for First Trust NASDAQ Technology Dividend Index
Fund and Multi-Asset Diversified Income Index Fund is available in the Funds'
Annual Report to Shareholders for the period ended September 30, 2012. A
discussion regarding the Board's approval of the Investment Management Agreement
for International Multi-Asset Diversified Income Index Fund is available in the
Funds' Annual Report to Shareholders for the period ended September 30, 2013.
HOW TO BUY AND SELL SHARES
Most investors will buy and sell shares of the Funds in secondary market
transactions through brokers. Shares of the Funds are listed for trading on the
secondary market on NASDAQ(R). Shares can be bought and sold throughout the
trading day like other publicly traded shares. There is no minimum investment
when buying shares on NASDAQ(R). Although shares are generally purchased and
sold in "round lots" of 100 shares, brokerage firms typically permit investors
to purchase or sell shares in smaller "odd lots," at no per-share price
differential. When buying or selling shares through a broker, investors should
expect to incur customary brokerage commissions, investors may receive less than
the net asset value of the shares, and investors may pay some or all of the
spread between the bid and the offer price in the secondary market on each leg
of a round trip (purchase and sale) transaction. Share prices are reported in
dollars and cents per share.
For purposes of the 1940 Act, each Fund is treated as a registered investment
company, and the acquisition of shares by other registered investment companies
is subject to the restrictions of Section 12(d)(1) of the 1940 Act. The Trust,
on behalf of the Funds, has received an exemptive order from the Securities and
Exchange Commission that permits certain registered investment companies to
invest in a Fund beyond the limits set forth in Section 12(d)(1), subject to
certain terms and conditions, including that any such investment companies enter
into agreements with a Fund regarding the terms of any investment.
BOOK ENTRY
Shares are held in book-entry form, which means that no share certificates are
issued. The Depository Trust Company ("DTC") or its nominee is the record owner
of all outstanding shares of the Funds and is recognized as the owner of all
shares for all purposes.
24
Investors owning shares are beneficial owners as shown on the records of DTC or
its participants. DTC serves as the securities depository for all shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of share certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other stocks that you hold in
book-entry or "street name" form.
SHARE TRADING PRICES
The trading prices of shares of a Fund on NASDAQ(R) may differ from such Fund's
daily net asset value and can be affected by market forces of supply and demand,
economic conditions and other factors.
Information regarding the intra-day value of the shares of a Fund, also referred
to as the "indicative optimized portfolio value" ("IOPV"), is disseminated every
15 seconds throughout such Fund's trading day by the national securities
exchange on which the shares are listed or by market data vendors or other
information providers. The IOPV should not be viewed as a "real-time" update of
the net asset value per share of a Fund because the IOPV may not be calculated
in the same manner as the net asset value, which is computed once a day,
generally at the end of the business day. The price of a non-U.S. security that
is primarily traded on a non-U.S. exchange shall be updated, using the last sale
price, every 15 seconds throughout the trading day, provided, that upon the
closing of such non-U.S. exchange, the closing price of the security, after
being converted to U.S. dollars, will be used. Furthermore, in calculating the
IOPV of a Fund's shares, exchange rates may be used throughout the day (9:00
a.m. to 4:15 p.m., Eastern Time) that may differ from those used to calculate
the net asset value per share of such Fund and consequently may result in
differences between the net asset value and the IOPV. A Fund is not involved in,
or responsible for, the calculation or dissemination of the IOPV of shares of
such Fund and such Fund does not make any warranty as to its accuracy.
FREQUENT PURCHASES AND REDEMPTIONS OF THE FUNDS' SHARES
The Funds impose no restrictions on the frequency of purchases and redemptions
("market timing"). In determining not to approve a written, established policy,
the Board evaluated the risks of market timing activities by the Funds'
shareholders. The Board considered that the Funds' shares can only be purchased
and redeemed directly from a Fund in Creation Units by broker-dealers and large
institutional investors that have entered into participation agreements (i.e.,
authorized participants ("APs")) and that the vast majority of trading in the
Funds' shares occurs on the secondary market. Because the secondary market
trades do not involve the Funds directly, it is unlikely those trades would
cause many of the harmful effects of market timing, including dilution,
disruption of portfolio management, increases in the Funds' trading costs and
the realization of capital gains. As a Fund may effect the purchase or
redemption of Creation Units in exchange wholly or partially for cash, the Board
noted that such trades could result in dilution to a Fund and increased
transaction costs, which could negatively impact the Fund's ability to achieve
its investment objective. However, the Board noted that direct trading by APs is
critical to ensuring that the shares trade at or close to net asset value. In
addition, the Funds impose fixed and variable transaction fees on purchases and
redemptions of Creation Units to cover the custodial and other costs incurred by
the Funds in effecting trades. Finally, the Advisor monitors orders from APs for
patterns of abusive trading and the Funds reserve the right to not accept orders
from APs that the Advisor has determined may be disruptive to the management of
a Fund, or otherwise not in the Fund's best interests.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Dividends from net investment income of the Funds, if any, are declared and paid
quarterly by First Trust NASDAQ Technology Dividend Index Fund and monthly by
International Multi-Asset Diversified Income Index Fund and Multi-Asset
Diversified Income Index Fund. Each Fund distributes its net realized capital
gains, if any, to shareholders at least annually.
Distributions in cash may be reinvested automatically in additional whole shares
only if the broker through whom you purchased shares makes such option
available. Such shares will generally be reinvested by the broker based upon the
market price of those shares and investors may be subject to customary brokerage
commissions charged by the broker.
25
FEDERAL TAX MATTERS
This section summarizes some of the main U.S. federal income tax consequences of
owning shares of the Funds. This section is current as of the date of this
prospectus. Tax laws and interpretations change frequently, and these summaries
do not describe all of the tax consequences to all taxpayers. For example, these
summaries generally do not describe your situation if you are a corporation, a
non-U.S. person, a broker-dealer, or other investor with special circumstances.
In addition, this section does not describe your state, local or non-U.S. tax
consequences.
This federal income tax summary is based in part on the advice of counsel to the
Funds. The Internal Revenue Service could disagree with any conclusions set
forth in this section. In addition, counsel to the Funds was not asked to
review, and has not reached a conclusion with respect to, the federal income tax
treatment of the assets to be included in the Funds. This may not be sufficient
for you to use for the purpose of avoiding penalties under federal tax law.
As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.
FUND STATUS
Each Fund intends to continue to qualify or qualify as a "regulated investment
company" under the federal tax laws. If a Fund qualifies as a regulated
investment company and distributes its income as required by the tax law, the
Fund generally will not pay federal income taxes.
DISTRIBUTIONS
The Funds' distributions are generally taxable. After the end of each year, you
will receive a tax statement that separates the distributions of a Fund into two
categories, ordinary income distributions and capital gains dividends. Ordinary
income distributions are generally taxed at your ordinary tax rate, however, as
further discussed below, certain ordinary income distributions received from the
Fund may be taxed at the capital gains tax rates. Generally, you will treat all
capital gain dividends as long-term capital gains regardless of how long you
have owned your shares. To determine your actual tax liability for your capital
gains dividends, you must calculate your total net capital gain or loss for the
tax year after considering all of your other taxable transactions, as described
below. In addition, the Fund may make distributions that represent a return of
capital for tax purposes and thus will generally not be taxable to you; however,
such distributions may reduce basis, which could result in you having to pay
higher taxes in the future when shares are sold, even if you sell the shares at
a loss from your original investment. The tax status of your distributions from
a Fund is not affected by whether you reinvest your distributions in additional
shares or receive them in cash. The income from a Fund that you must take into
account for federal income tax purposes is not reduced by amounts used to pay a
deferred sales fee, if any. The tax laws may require you to treat distributions
made to you in January as if you had received them on December 31 of the
previous year. Under the "Health Care and Education Reconciliation Act of 2010,"
income from a Fund may also be subject to a new 3.8% "Medicare tax" imposed for
taxable years beginning after 2012. This tax will generally apply to your net
investment income if your adjusted gross income exceeds certain threshold
amounts, which are $250,000 in the case of married couples filing joint returns
and $200,000 in the case of single individuals.
DIVIDENDS RECEIVED DEDUCTION
A corporation that owns shares generally will not be entitled to the dividends
received deduction with respect to many dividends received from the Fund because
the dividends received deduction is generally not available for distributions
from regulated investment companies. However, certain ordinary income dividends
on shares that are attributable to qualifying dividends received by the Funds
from certain corporations may be reported by the Funds as being eligible for the
dividends received deduction.
CAPITAL GAINS AND LOSSES AND CERTAIN ORDINARY INCOME DIVIDENDS
If you are an individual, the maximum marginal federal tax rate for net capital
gain is generally 20% for taxpayers in the 39.6% tax bracket, 15% for taxpayers
in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in the 10% and
15% tax brackets.
Net capital gain equals net long-term capital gain minus net short-term capital
loss for the taxable year. Capital gain or loss is long-term if the holding
period for the asset is more than one year and is short-term if the holding
period for the asset is one year or less. You must exclude the date you purchase
your shares to determine your holding period. However, if you receive a capital
gain dividend from a Fund and sell your shares at a loss after holding it for
six months or less, the loss will be recharacterized as long-term capital loss
to the extent of the capital gain dividend received. The tax rates for capital
gains realized from assets held for one year or less are generally the same as
for ordinary income. The Internal Revenue Code of 1986, as amended, treats
certain capital gains as ordinary income in special situations.
26
Ordinary income dividends received by an individual shareholder from a regulated
investment company such as the Funds are generally taxed at the same rates that
apply to net capital gain (as discussed above), provided certain holding period
requirements are satisfied and provided the dividends are attributable to
qualifying dividends received by the Funds themselves. Each Fund will provide
notice to its shareholders of the amount of any distribution which may be taken
into account as a dividend which is eligible for the capital gains tax rates.
SALE OF SHARES
If you sell or redeem your shares, you will generally recognize a taxable gain
or loss. To determine the amount of this gain or loss, you must subtract your
tax basis in your shares from the amount you receive in the transaction. Your
tax basis in your shares is generally equal to the cost of your shares,
generally including sales charges. In some cases, however, you may have to
adjust your tax basis after you purchase your shares.
TAXES ON PURCHASE AND REDEMPTION OF CREATION UNITS
If you exchange equity securities for Creation Units you will generally
recognize a gain or a loss. The gain or loss will be equal to the difference
between the market value of the Creation Units at the time and your aggregate
basis in the securities surrendered and the cash component paid. If you exchange
Creation Units for equity securities, you will generally recognize a gain or
loss equal to the difference between your basis in the Creation Units and the
aggregate market value of the securities received and the Cash Redemption
Amount. The Internal Revenue Service, however, may assert that a loss realized
upon an exchange of securities for Creation Units or Creation Units for
securities cannot be deducted currently under the rules governing "wash sales,"
or on the basis that there has been no significant change in economic position.
DEDUCTIBILITY OF FUND EXPENSES
Expenses incurred and deducted by the Funds will generally not be treated as
income taxable to you. In some cases, however, you may be required to treat your
portion of these Fund expenses as income. In these cases you may be able to take
a deduction for these expenses. However, certain miscellaneous itemized
deductions, such as investment expenses, may be deducted by individuals only to
the extent that all of these deductions exceed 2% of the individual's adjusted
gross income. Some individuals may also be subject to further limitations on the
amount of their itemized deductions, depending on their income.
NON-U.S. TAX CREDIT
Because the Funds may invest in non-U.S. securities, the tax statement that you
receive may include an item showing non-U.S. taxes a Fund paid to other
countries. In this case, dividends taxed to you will include your share of the
taxes such Fund paid to other countries. You may be able to deduct or receive a
tax credit for your share of these taxes.
NON-U.S. INVESTORS
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or
resident or a U.S. corporation, partnership, estate or trust), you should be
aware that, generally, subject to applicable tax treaties, distributions from a
Fund will be characterized as dividends for federal income tax purposes (other
than dividends which a Fund properly reports as capital gain dividends) and will
be subject to U.S. federal income taxes, including withholding taxes, subject to
certain exceptions described below. However, distributions received by a
non-U.S. investor from a Fund that are properly reported by a Fund as capital
gain dividends may not be subject to U.S. federal income taxes, including
withholding taxes, provided that a Fund makes certain elections and certain
other conditions are met. In the case of dividends with respect to taxable years
of a Fund beginning prior to 2014, distributions from a Fund that are properly
reported by such Fund as an interest-related dividend attributable to certain
interest income received by the Fund or as a short-term capital gains dividend
attributable to certain net short-term capital gains income received by such
Fund may not be subject to U.S. federal income taxes, including withholding
taxes when received by certain foreign investors, provided that a Fund makes
certain elections and certain other conditions are met.
Distributions after June 30, 2014 may be subject to a U.S. withholding tax of
30% in the case of distributions to (i) certain non-U.S. financial institutions
that have not entered into an agreement with the U.S. Treasury to collect and
disclose certain information and are not resident in a jurisdiction that has
entered into such an agreement with the U.S. Treasury and (ii) certain other
non-U.S. entities that do not provide certain certifications and information
about the entity's U.S. owners. Disposition of shares by such persons may be
subject to such withholding after December 31, 2016.
INVESTMENTS IN CERTAIN NON-U.S. CORPORATIONS
If a Fund holds an equity interest in any PFICs, which are generally certain
non-U.S. corporations that receive at least 75% of their annual gross income
from passive sources (such as interest, dividends, certain rents and royalties
27
or capital gains) or that hold at least 50% of their assets in investments
producing such passive income, a Fund could be subject to U.S. federal income
tax and additional interest charges on gains and certain distributions with
respect to those equity interests, even if all the income or gain is timely
distributed to its shareholders. A Fund will not be able to pass through to its
shareholders any credit or deduction for such taxes. A Fund may be able to make
an election that could ameliorate these adverse tax consequences. In this case,
a Fund would recognize as ordinary income any increase in the value of such PFIC
shares, and as ordinary loss any decrease in such value to the extent it did not
exceed prior increases included in income. Under this election, a Fund might be
required to recognize in a year income in excess of its distributions from PFICs
and its proceeds from dispositions of PFIC stock during that year, and such
income would nevertheless be subject to the distribution requirement and would
be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs
will not be treated as qualified dividend income.
DISTRIBUTION PLAN
FTP serves as the distributor of Creation Units for the Funds on an agency
basis. FTP does not maintain a secondary market in shares.
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1
under the 1940 Act. In accordance with the Rule 12b-1 plan, the Funds are
authorized to pay an amount up to 0.25% of their average daily net assets each
year to reimburse FTP for amounts expended to finance activities primarily
intended to result in the sale of Creation Units or the provision of investor
services. FTP may also use this amount to compensate securities dealers or other
persons that are APs for providing distribution assistance, including
broker-dealer and shareholder support and educational and promotional services.
The Funds do not currently pay 12b-1 fees, and pursuant to a contractual
arrangement, the Funds will not pay 12b-1 fees any time before February 28,
2015. However, in the event 12b-1 fees are charged in the future, because these
fees are paid out of the Funds' assets, over time these fees will increase the
cost of your investment and may cost you more than certain other types of sales
charges.
NET ASSET VALUE
Each Fund's net asset value is determined as of the close of trading (normally
4:00 p.m., Eastern time) on each day the New York Stock Exchange is open for
business. Net asset value is calculated for a Fund by taking the market price of
the Fund's total assets, including interest or dividends accrued but not yet
collected, less all liabilities, and dividing such amount by the total number of
shares outstanding. The result, rounded to the nearest cent, is the net asset
value per share. All valuations are subject to review by the Board or its
delegate.
Each Fund's investments are valued at market value or, in the absence of market
value with respect to any portfolio securities, at fair value in accordance with
valuation procedures adopted by the Trust's Board of Trustees and in accordance
with the 1940 Act. Portfolio securities listed on any exchange other than
NASDAQ(R) and the London Stock Exchange Alternative Investment Market ("AIM")
are valued at the last sale price on the business day as of which such value is
being determined. Securities listed on the NASDAQ(R) or the AIM are valued at
the official closing price on the business day as of which such value is being
determined. If there has been no sale on such day, or no official closing price
in the case of securities traded on NASDAQ(R) or the AIM, the securities are
valued at the mean of the most recent bid and ask prices on such day. 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. Portfolio securities traded in the
over-the-counter market, but excluding securities trading on NASDAQ(R) and the
AIM, are valued at the closing bid prices. Short-term investments that mature in
less than 60 days when purchased are valued at amortized cost.
Certain securities may not be able to be priced by pre-established pricing
methods. Such securities may be valued by the Board or its delegate at fair
value. The use of fair value pricing by a Fund is governed by valuation
procedures adopted by the Board and in accordance with the provisions of the
1940 Act. These securities generally include, but are not limited to, restricted
securities (securities which may not be publicly sold without registration under
the Securities Act) for which a pricing service is unable to provide a market
price; securities whose trading has been formally suspended; a security whose
market price is not available from a pre-established pricing source; a security
with respect to which an event has occurred that is likely to materially affect
the value of the security after the market has closed but before the calculation
of a Fund's net asset value or make it difficult or impossible to obtain a
reliable market quotation; and a security whose price, as provided by the
pricing service, does not reflect the security's "fair value." As a general
28
principle, the current "fair value" of a security would appear to be the amount
which the owner might reasonably expect to receive for the security upon its
current sale. The use of fair value prices by a Fund generally results in the
prices used by a Fund that may differ from the current market quotations or
official closing prices on the applicable exchange. A variety of factors may be
considered in determining the fair value of such securities. See the SAI for
details.
Valuing a Fund's securities using fair value pricing will result in using prices
for those securities that may differ from current market quotations or official
closing prices on the applicable exchange. Use of fair value prices and certain
current market quotations or official closing prices could result in a
difference between the prices used to calculate a Fund's net asset value and the
prices used by its Index, which, in turn, could result in a difference between
such Fund's performance and the performance of its Index. Because foreign
securities exchanges may be open on different days than the days during which an
investor may purchase or sell shares of a Fund, the value of the Fund's
securities may change on days when investors are not able to purchase or sell
shares of the Fund.
The value of securities denominated in foreign currencies is converted into U.S.
dollars at the exchange rates in effect at the time of valuation. Any use of a
different rate from the rates used by the Index may adversely affect a Fund's
ability to track the Index.
FUND SERVICE PROVIDERS
Brown Brothers Harriman & Co. is the administrator, custodian and fund
accounting and transfer agent for the Funds. Chapman and Cutler LLP, 111 West
Monroe Street, Chicago, Illinois 60603, serves as legal counsel to the Funds.
INDEX PROVIDERS
The applicable Index that each Fund seeks to track is compiled by the Index
Provider. The Index Provider is not affiliated with the Funds, First Trust or
FTP. Each Fund is entitled to use the Index pursuant to a sublicensing
arrangement with First Trust, which in turn has a licensing agreement with the
Index Provider. The Index Provider or its agent also serves as calculation agent
for the Index (the "Index Calculation Agent"). The Index Calculation Agent is
responsible for the management of the day-to-day operations of the Index,
including calculating the value of the Index every 15 seconds, widely
disseminating the Index values every 15 seconds and tracking corporate actions,
some of which result in Index adjustments.
DISCLAIMERS
First Trust does not guarantee the accuracy and/or the completeness of the Index
or any data included therein, and First Trust shall have no liability for any
errors, omissions or interruptions therein. First Trust makes no warranty,
express or implied, as to results to be obtained by the Funds, owners of the
shares of the Funds or any other person or entity from the use of the Indices or
any data included therein. First Trust makes no express or implied warranties,
and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the Indices or any data included
therein. Without limiting any of the foregoing, in no event shall First Trust
have any liability for any special, punitive, direct, indirect or consequential
damages (including lost profits) arising out of matters relating to the use of
the Indices, even if notified of the possibility of such damages.
The Funds are not sponsored, endorsed, sold or promoted by The NASDAQ OMX Group,
Inc. or its affiliates (NASDAQ OMX, with its affiliates, are referred to as the
"Corporations"). The Corporations have not passed on the legality or suitability
of, or the accuracy or adequacy of descriptions and disclosures relating to, the
Funds. The Corporations make no representation or warranty, express or implied
to the owners of the Funds or any member of the public regarding the
advisability of investing in securities generally or in the Funds particularly,
or the ability of the Funds to track general stock market performance. The
Corporations' only relationship to First Trust is in the licensing of the
NASDAQ(R), OMX(R), NASDAQ OMX(R), NASDAQ Technology Dividend Index(SM), NASDAQ
International Multi-Asset Diversified Income Index(SM) and NASDAQ Multi-Asset
Diversified Income Index(SM) registered trademarks, trade names and service
marks of the Corporations and the use of the Indices which is determined,
composed and calculated by NASDAQ OMX without regard to Licensee or the Funds.
NASDAQ OMX has no obligation to take the needs of the Licensee or the owners of
the Funds into consideration in determining, composing or calculating the
Indices. The Corporations are not responsible for and have not participated in
29
the determination of the timing of, prices at, or quantities of the Funds to be
issued or in the determination or calculation of the equation by which a Fund is
to be converted into cash. The Corporations have no liability in connection with
the administration, marketing or trading of the Funds.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE INDICES OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE
FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEX INFORMATION
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND INDEX FUND
INDEX DESCRIPTION
The Index includes up to 100 technology and telecommunications companies that
pay a regular or common dividend. To be selected for the Index, a company must
be classified as a technology or telecommunications company under the Industry
Classification Benchmark ("ICB") and have a minimum market capitalization of
$500 million, as described below. The Index is calculated and maintained by the
Index Provider.
INDEX CALCULATION
The Index employs a modified market cap weighting methodology in which larger
companies receive a larger index weighting. The index weighting methodology
includes caps to prevent high concentrations among larger stocks. This
methodology is applied to the dividend value of each Index security. The
dividend value is calculated by multiplying dividends paid per share within the
past 12 months by the current shares outstanding. At each quarter, the Index is
rebalanced such that the technology securities are given a collective weight of
80% and the telecommunications securities are given a collective weight of 20%.
The maximum weight of any technology constituent will not exceed 8%, and no more
than 5 securities are at that cap. The excess weight of any capped security is
distributed proportionally across the remaining Index Securities. If after
redistribution, any of the 5 highest ranked Index Securities are weighted below
8%, these securities are not capped. Any remaining Index Securities in excess of
4% are capped at 4%, and the excess weight will be redistributed proportionally
across the remaining Index Securities. The process is repeated, if necessary, to
derive the final weights. For the telecommunications constituents, at each
quarterly rebalance no security weight will exceed 2%. The excess weight of any
capped security is distributed proportionally across the remaining
telecommunications securities.
The Index began on June 20, 2012 at a base value of 1000.
ELIGIBILITY
Index eligibility is limited to specific security types only. The security types
eligible for the Index are common stocks and Depositary Receipts.
ELIGIBILITY CRITERIA
To be eligible for inclusion in the Index, a security must meet the following
criteria:
o be listed on The NASDAQ Stock Market, The New York Stock Exchange or
NYSE Amex;
o the issuer of the security must be classified as a technology or
telecommunications company under the Industry Classification
Benchmark ("ICB");
o have a minimum three-month average daily dollar trading volume of $1
million; codes 6000 and 9000;
o have a minimum market capitalization of $500 million;
o have paid a regular or common dividend within past 12 months;
o have a yield of at least .5%;
30
o have not had a decrease in common dividends per share paid within
past 12 months;
o may not be issued by an issuer currently in bankruptcy proceedings;
o the issuer of the security may not have entered into a definitive
agreement or other arrangement which would likely result in the
security no longer being Index eligible; and
o the issuer of the security may not have annual financial statements
with an audit opinion that is currently withdrawn.
For the purposes of Index eligibility criteria, if the security is a depositary
receipt representing a security of a non-U.S. issuer, then references to the
"issuer" are references to the issuer of the underlying security.
INDEX EVALUATION
The Index securities are evaluated semi-annually in March and September. In the
evaluation, the above Eligibility Criteria are applied using market data through
the end of January and July. Securities meeting the criteria are included in the
Index. Security additions and deletions are made effective after the close of
trading on the third Friday in March and September.
Additionally, if at any time during the year other than the time of evaluation,
an Index security no longer meets the Eligibility Criteria, or is otherwise
determined to have become ineligible for inclusion in the Index, the security is
removed from the Index and is not replaced. Ordinarily, a security will be
removed from the Index at its Last Sale Price. If, however, at the time of its
removal the Index security is halted from trading on its primary listing market
and an official closing price cannot readily be determined, the Index security
may, in NASDAQ's discretion, be removed at a zero price. The zero price will be
applied to the Index security after the close of the market but prior to the
time the official closing value of the Index is disseminated, which is
ordinarily 17:16:00 ET.
INDEX MAINTENANCE
Changes in the price and/or Index shares driven by corporate events such as
stock dividends, stock splits and certain spin-offs and rights issuances are
adjusted on the ex-date. If the change in total shares outstanding arising from
other corporate actions is greater than or equal to 10%, the change is made as
soon as practicable. Otherwise, if the change in total shares outstanding is
less than 10%, then all such changes are accumulated and made effective at one
time on a quarterly basis after the close of trading on the third Friday in each
of March, June, September and December. The Index shares are derived from the
security's total shares outstanding. The Index shares are adjusted by the same
percentage amount by which the total shares outstanding have changed.
A special cash dividend announced by the listing exchange, will result in an
adjustment to the Last Sale Price of an Index security prior to market open on
the ex-date for the special amount distributed. A special dividend may also be
referred to as unusual, extraordinary, one-time, non-recurring etc.
Ordinarily, whenever there is a change in Index shares, a change in an Index
security or a change to the price of an Index security due to spin-off, rights
issuances or special cash dividends as mentioned above, the divisor is adjusted
to ensure that there is no discontinuity in the value of the Index which might
otherwise be caused by any such change. All changes are announced in advance and
are reflected in the Index prior to market open on the Index effective date.
INDEX REBALANCING
The Index employs a modified market capitalization weighting methodology. At
each Evaluation, the Index securities are classified technology or
telecommunications based on their ICB classification. The technology securities
are given a collective weight of 80% and the telecommunications securities are
given a collective weight of 20% in the Index.
Within the technology sector, the Index securities are ranked by dividend value.
At each quarter, the Index is rebalanced such that the maximum weight of any
technology Index security does not exceed 8% and no more than 5 securities are
at the cap. The excess weight of any capped security is distributed
proportionally across the remaining Index securities in the technology sector.
If after redistribution, any of the 5 highest ranked technology Index securities
are weighted below 8%, they are not capped. Next, any remaining technology Index
securities in excess of 4% are capped at 4% and the excess weight is
redistributed proportionally across the remaining technology Index securities.
The process is repeated, if necessary, to derive the final weights for the
technology sector.
Within the telecommunications sector, the Index securities are ranked by
dividend value. At each quarter, the Index is rebalanced such that the maximum
weight of any telecommunications security does not exceed 2%. The excess weight
of any capped security is distributed proportionally across the remaining Index
securities in the telecommunications sector. The process is repeated, if
necessary, to derive the final weights for the telecommunications sector.
31
The modified market capitalization-weighting methodology is applied to the
dividend value of each Index security. The dividend value is calculated by
multiplying dividends paid within he past 12 months by the current shares
outstanding. Index shares are then calculated multiplying the weight of the
security derived above by the total dividend market value of the Index and
dividing the modified market capitalization for each Index security by its
corresponding Last Sale Price. The changes are effective after trading on the
third Friday in March, June, September and December.
NASDAQ OMX may, from time to time, exercise reasonable discretion as it deems
appropriate in order to ensure Index integrity.
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
INDEX DESCRIPTION
The Index is designed to provide exposure to multiple asset segments, each
selected to result in a consistent and high yield for the Index. The Index is
designed to provide access to a diversified portfolio of small, mid and large
capitalization income producing securities, which are composed of
dividend-paying, non-U.S. securities, non-U.S. REITs, non-U.S. preferred
securities, infrastructure companies and an index-based ETF that invests in
non-U.S. fixed income securities.
The Index began on August 8, 2013 at a base value of 1,000.
INDEX CONSTRUCTION
The Index is comprised of the five types of securities listed below and selected
from each of these categories of securities as follows:
Non-U.S. Dividend-Paying Equities
To be eligible for inclusion in the dividend-paying equity segment of the Index,
a security must meet the following criteria:
o be a member of the NASDAQ Global Ex-United States Index ("NQGXUS");
o not be classified as Real Estate Investment Trust (ICB: 8670) or
Utility (ICB: 7000) by the ICB;
o have a minimum market capitalization of $500 million;
o have a minimum three month average daily dollar trading value of
$2.5 million;
o have paid a regular dividend for each of the last three consecutive
years;
o have positive total earnings over the trailing twelve month period;
o have a dividend payout ratio less than or equal to 80%; and
o have one year realized volatility less than the NQGXUS one year
realized volatility + 15%.
32
Of the eligible companies, 50 securities will be selected and weighted by yield.
If less than 50 securities remain after the screens, securities will be added
back based on the volatility screen such that the securities which were next
eligible based on that screen will be added. If 50 securities are still not
eligible, the process will be repeated with each of the previous eligibility
criterion until 50 securities are achieved. Within this segment, no single
security can have a weight greater than 8%.
Dividend-paying equities comprise 25% of the Index.
Non-U.S. REITs
To be eligible for inclusion in the REIT segment of the Index, a security must
meet the following criteria:
o be a member of the NQGXUS;
o must be classified as Real Estate Investment Trust (ICB: 8670) by
the ICB;
o have a minimum market capitalization of $500 million;
o have a minimum three month average daily dollar trading value of
$2.5 million;
o have paid a regular dividend for each of the last three consecutive
years;
o have positive total earnings over the trailing twelve month period;
o have a dividend payout ratio less than or equal to 150%; and
o have one year realized volatility less than the NASDAQ Global Real
Estate Index ("NQG8600") one year realized volatility + 15%.
Of the eligible companies, 25 securities will be selected and weighted by yield.
If less than 25 securities remain after the screens, securities will be added
back based on the volatility screen such that the securities which were next
eligible based on that screen will be added. If 25 securities are still not
eligible, the process will be repeated with each of the previous eligibility
criterion until 25 securities are achieved. Within this segment, no single
security can have a weight greater than 8%.
REITs comprise 20% of the Index.
Non-U.S. Preferred Securities
To be eligible for inclusion in the preferred segment of the Index, a security
must meet the following criteria:
o be a member of the NASDAQ Ex-United States Preferred Securities
Index ("NQPFDIN");
o have a minimum market capitalization of $250 million;
o have a minimum three month average daily dollar trading value of
$250,000; and
o have one year realized volatility less than the NQPFDIN one year
realized volatility + 15%.
All components of the NQPFDIN classified as equity will be selected. If less
than 25 names exist, the remaining debt components will be selected based on the
following criteria. Each eligible component will be scored by yield and realized
volatility with the highest yielding security scoring 1 and least volatile
security 1. The scores are added and the names with the lowest score are
selected. If two securities are tied in score, the security with the higher
yield will be selected. The 25 remaining Ex-U.S.-listed preferred securities are
then weighted by yield.
Preferred securities comprise 20% of the Index.
Infrastructure Companies
To be eligible for inclusion in the infrastructure segment of the Index, a
security must meet the following criteria:
o be classified as Royalty Trust or be a member of NQGXUS and
classified as Utilities (ICB: 7000) by the ICB;
o have a minimum market capitalization of $500 million;
o have a minimum three month average daily dollar trading value of $1
million: and
o have a one year realized volatility less than the SIG Energy MLP
Index one year realized volatility + 15%.
Each eligible component will be scored by yield and realized volatility with the
highest yielding security scoring 1 and least volatile security 1. The scores
are added and the 25 names with the lowest score are selected. If two securities
are tied in score, the security with the higher yield will be selected. If less
than 25 securities remain after the screens, securities will be added back based
on the volatility screen such that the securities which were next eligible based
on that screen will be added. If 25 securities are still not eligible, the
process will be repeated with each of the previous eligibility criterion until
25 securities are achieved. The 25 remaining securities are then weighted by
yield.
Infrastructure companies comprise 20% of the Index.
Non-U.S. Fixed Income ETF
To be eligible for inclusion in the fixed income segment of the Index, a
security must meet the following criteria:
o be a US-Listed ETF tracking a diversified index of non-U.S debt
instruments with a portfolio comprised of no more than 30% of its
weight from one single country of origin;
o have a minimum assets under management of $500 million;
o have a minimum average daily volume of 100,000 shares; and
o must consistently pay regular scheduled dividends.
Each eligible ETF will be scored by yield and realized volatility with the
highest yielding security scoring 1 and least volatile security 1. The ETF with
the lowest score will be selected.
The fixed income ETF comprises 15% of the Index.
INDEX REBALANCING
The Index employs a modified market capitalization weighting methodology. At
each quarter the Index is rebalanced such that each segment of the Index will be
33
capped at its predetermined weight.(1) Rebalancing is effective as of the
market close of the third Friday in March, June, September and December. The
reference dates for the data used in the rebalancing are at the close of trading
on the last trading day in February, May, August and November, respectively.
Additionally, if at any time during the year other than the rebalancing, an
Index security no longer meets the Eligibility Criteria, or is otherwise
determined to have become ineligible for inclusion in the Index, the security is
removed from the Index and is not replaced. Ordinarily, a security will be
removed from the Index at its Last Sale Price. If, however, at the time of its
removal the Index security is halted from trading on its primary listing market
and an official closing price cannot readily be determined, the Index security
may, in NASDAQ's discretion, be removed at a zero price. The zero price will be
applied to the Index security after the close of the market but prior to the
time the official closing value of the Index is disseminated, which is
ordinarily 17:16:00 ET.
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND
INDEX DESCRIPTION
The Index is designed to provide exposure to five Index Segments, each selected
to result in a consistent and high yield for the Index. The Index is designed to
provide access to a diversified portfolio of small, mid and large capitalization
income producing securities, which are composed of domestic and international
dividend-paying stocks, REITs, oil and gas or basic materials MLPs, U.S.-listed
preferred securities and an index-based exchange-traded fund that invests in
high yield or "junk" bonds." The Index is comprised of securities classified as
U.S.-listed equities, U.S.-listed REITs, U.S.-listed preferred securities,
U.S.-listed MLPs and a high-yield corporate bond ETF.
The Index employs a modified market cap weighting methodology which assigns a
pre-set weight to the five Index Segments at each quarterly rebalance. Each
Index Segment has a set of separate and distinct eligibility rules and weighting
procedures as described below. The Index began on June 20, 2012 at a base value
of 1000.
INDEX CONSTRUCTION
The Index is comprised of the five types of securities listed above and selected
from each of these categories of securities as follows:
Dividend-Paying Equities
To be eligible for inclusion in the U.S.-listed equity segment of the Index, a
security must meet the following criteria:
o be a member of the NASDAQ(R) US Benchmark Index (NQUSB);
o not be classified as Real Estate Investment Trust (ICB: 8670) by the
Industry Classification Benchmark (ICB);
o have a minimum market capitalization of $1 billion;
o have a minimum three month average daily dollar trading value of $5
million;
o have paid a regular dividend for each of the last three consecutive
years;
o have positive total earnings over the trailing twelve month period;
o have a dividend payout ratio less than or equal to 80%; and o have
one year realized volatility less than the NQUSB one year realized
volatility + 15%.
Of the eligible companies, 50 securities will be selected and weighted by yield.
If less than 50 securities remain after the screens, securities will be added
back based on the volatility screen such that the securities which were next
eligible based on that screen will be added. If 50 securities are still not
eligible, the process will be repeated with each of the previous eligibility
criterion until 50 securities are achieved. Within the US Equity segment, no
single security can have a weight greater than 8%.
Dividend-paying equities comprise 25% of the Index.
REITs
To be eligible for inclusion in the U.S.-listed REIT segment of the Index, a
security must meet the following criteria:
1. The non-U.S. preferred segment of NQMAXUS is reviewed on an annual basis
in June of each year. A replacement pool of securities will be created at
the annual reconstitution and the next eligible names will be added at
each subsequent quarterly rebalance to ensure the non-U.S. preferred
securities Index Segment contains 25 securities.
34
o be a member of the NASDAQ(R) US Benchmark Index (NQUSB);
o must be classified as Real Estate Investment Trust (ICB: 8670) by
the Industry Classification Benchmark (ICB);
o have a minimum market capitalization of $1 billion;
o have a minimum three month average daily dollar trading value of $5
million;
o have paid a regular dividend for each of the last three consecutive
years;
o have positive total earnings over the trailing twelve month period;
o have a dividend payout ratio less than or equal to 150%; and
o have one year realized volatility less than the REIT segment of the
NQUSB one year realized volatility + 15%.
Of the eligible companies, 25 securities will be selected and weighted by yield.
If less than 25 securities remain after the screens, securities will be added
back based on the volatility screen such that the securities which were next
eligible based on that screen will be added. If 25 securities are still not
eligible, the process will be repeated with each of the previous eligibility
criterion until 25 securities are achieved. Within the U.S.-listed REIT segment,
no single security can have a weight greater than 8%.
REITs comprise 20% of the Index.
Preferred Securities
To be eligible for inclusion in the U.S.-listed preferred segment of the Index,
a security must meet the following criteria:
o be a member of the NASDAQ(R) US Preferred Security Index (NQPFDUS);
o have a minimum market capitalization of $250 million;
o have a minimum three month average daily dollar trading value of
$250 thousand; and
o have one year realized volatility less than the NQPFDUS one year
realized volatility + 15%.
All components of the NQPFDUS classified as equity will be selected. If less
than 25 names exist, the remaining debt components will be selected based on the
following criteria. Each eligible component will be scored by yield and realized
volatility with the highest yielding security scoring 1 and least volatile
security a 1. The scores are added and the names with the lowest score are
selected. If two securities are tied in score, the security with the higher
yield will be selected. The 25 remaining U.S.-listed preferred securities are
then weighted by yield. No more than 40% of the US Preferred segment can be in
securities classified as debt based on the yield weighting. If the securities
classified as debt are greater than 50%, the weight will be capped at 40% and
excess weight will be redistributed to the remaining equity securities.
Preferred Securities comprise 20% of the Index.
MLPs
To be eligible for inclusion in the U.S.-listed MLP segment of the index, a
security must meet the following criteria:
o be classified as a limited partnership;
o be classified as Oil & Gas (0001) or Basic Materials (2000) by the
Industry Classification Benchmark (ICB);
o have a minimum market capitalization of $500 million;
o have a minimum three month average daily dollar trading value of
$500 thousand: and
o have a one year realized volatility less than the SIG MLP Index one
year realized volatility + 15%.
Each eligible component will be scored by yield and realized volatility with the
highest yielding security scoring 1 and least volatile security a 1. The scores
are added and the 25 names with the lowest score are selected. If two securities
are tied in score, the security with the higher yield will be selected. If less
than 25 securities remain after the screens, securities will be added back based
on the volatility screen such that the securities which were next eligible based
on that screen will be added. If 25 securities are still not eligible, the
process will be repeated with each of the previous eligibility criterion until
25 securities are achieved. The 25 remaining U.S.-listed MLP securities are then
weighted by yield.
MLPs comprise 20% of the Index.
35
High Yield Bond ETF
To be eligible for inclusion in the high-yield corporate bond ETF segment of the
Index, a security must meet the following criteria:
o be a U.S.-listed ETF tracking a High Yield Corporate Bond Index
designed to provide a broad representation of the U.S.
dollar-denominated high yield corporate bond market; and
o have a minimum assets under management of $1 billion.
Each eligible ETF will be ranked by average dollar trading volume. The ETF with
the highest average daily dollar trading value will be selected.
The ETF will comprise 15% of the Index.
INDEX REBALANCING
The Index employs a modified market capitalization weighting methodology. At
each quarter the Index is rebalanced such that each segment of the Index will be
capped at its predetermined weight (the preferred segment of the NASDAQ(R) US
Multi-Asset Income Index ("NQMAUS") is reviewed on an annual basis in June of
each year). Rebalancing is effective as of the market close of the third Friday
in March, June, September and December. The reference dates for the data used in
the rebalancing are at the close of trading on the last trading day in January,
April, July and October, respectively.
Additionally, if at any time during the year other than the rebalancing, an
Index security no longer meets the Eligibility Criteria, or is otherwise
determined to have become ineligible for inclusion in the Index, the security is
removed from the Index and is not replaced. Ordinarily, a security will be
removed from the Index at its Last Sale Price. If, however, at the time of its
removal the Index security is halted from trading on its primary listing market
and an official closing price cannot readily be determined, the Index security
may, in NASDAQ(R)'s discretion, be removed at a zero price. The zero price will
be applied to the Index security after the close of the market but prior to the
time the official closing value of the Index is disseminated, which is
ordinarily 17:16:00 ET.
PREMIUM/DISCOUNT INFORMATION
The tables that follow present information about the differences between each
Fund's daily market price on the applicable Exchange and its net asset value.
The "Market Price" of a Fund generally is determined using the midpoint between
the highest bid and lowest offer on the Exchange, as of the time a Fund's net
asset value is calculated. A Fund's Market Price may be at, above, or below its
net asset value. The net asset value of a Fund will fluctuate with changes in
the market value of its portfolio holdings. The Market Price of a Fund will
fluctuate in accordance with changes in its net asset value, as well as market
supply and demand.
Premiums or discounts are the differences (generally expressed as a percentage)
between the net asset value and Market Price of a Fund on a given day, generally
at the time net asset value is calculated. A premium is the amount that a Fund
is trading above the reported net asset value. A discount is the amount that a
Fund is trading below the reported net asset value.
The following information shows the frequency distribution of premiums and
discounts of the daily bid/ask price of each Fund against each Fund's net asset
value. The information shown for each Fund is for the period indicated.
Shareholders may pay more than net asset value when they buy Fund shares and
receive less than net asset value when they sell those shares because shares are
bought and sold at current market price. All data presented here represents past
performance, which cannot be used to predict future results. Information about
the premiums and discounts at which the Funds' shares have traded is available
on the Funds' website at www.ftportfolios.com.
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
Bid/Ask Midpoint vs. Net Asset Value
Number of Days Bid/Ask Midpoint At/Above Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
12 Months Ended 12/31/2013 229 1 0 0
Number of Days Bid/Ask Midpoint Below Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
12 Months Ended 12/31/2013 22 0 0 0
|
36
International Multi-Asset Diversified Income Index Fund (YDIV)
Bid/Ask Midpoint vs. Net Asset Value
Number of Days Bid/Ask Midpoint At/Above Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
For the Period
8/23/2013 - 12/31/2013* 32 18 8 0
Number of Days Bid/Ask Midpoint Below Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
For the Period
8/23/2013 - 12/31/2013* 27 5 0 0
|
* Trading commenced on August 23, 2013
Multi-Asset Diversified Income Index Fund (MDIV)
Bid/Ask Midpoint vs. Net Asset Value
Number of Days Bid/Ask Midpoint At/Above Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
12 Months Ended 12/31/2013 212 2 0 0
Number of Days Bid/Ask Midpoint Below Net Asset Value
0.00% - 0.49% 0.50% - 0.99% 1.00% - 1.99% >= 2.00%
12 Months Ended 12/31/2013 38 0 0 0
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TOTAL RETURN INFORMATION
The tables below compare the total return of each Fund to the total return of
the Index on which it is based and each Fund's benchmark indices. The
information presented for each Fund is for the period indicated. The total
returns would have been lower if certain fees had not been waived and expenses
reimbursed by First Trust.
"Average annual total returns" represent the average annual change in the value
of an investment over the period indicated. "Cumulative total returns" represent
the total change in value of an investment over the period indicated. The net
asset value per share of a Fund is the value of one share of a Fund and is
computed by dividing the value of all assets of the Fund (including accrued
interest and dividends), less liabilities (including accrued expenses and
dividends declared but unpaid), by the total number of outstanding shares. The
net asset value return is based on the net asset value per share of a Fund, and
the market return is based on the market price per share of a Fund. The price
used to calculate market return ("Market Price") generally is determined by
using the midpoint between the highest bid and the lowest offer on the Exchange
on which the shares of a Fund are listed for trading, as of the time that a
Fund's net asset value is calculated. Since the shares of each Fund typically do
not trade in the secondary market until several days after a Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of a Fund, the net asset value of a Fund is used as a proxy for the
secondary market trading price to calculate market returns. Market and net asset
value returns assume that dividends and capital gain distributions have been
reinvested in a Fund at Market Price and net asset value, respectively. An Index
is a statistical composite that tracks a specified financial market or sector.
Unlike each Fund, an Index does not actually hold a portfolio of securities and
therefore does not incur the expenses incurred by a Fund. These expenses
negatively impact the performance of each Fund. Also, market returns do not
include brokerage commissions that may be payable on secondary market
transactions. If brokerage commissions were included, market returns would be
lower. The total returns reflect the reinvestment of dividends on securities in
the Indices. The returns shown in the table below do not reflect the deduction
of taxes that a shareholder would pay on Fund distributions or the redemption or
sale of shares of a Fund. The investment return and principal value of shares of
a Fund will vary with changes in market conditions. Shares of a Fund may be
worth more or less than their original cost when they are redeemed or sold in
the market. A Fund's past performance is no guarantee of future results.
37
First Trust NASDAQ Technology Dividend Index Fund (TDIV)
Average Annual Total Returns Cumulative Total Returns
1 Year Inception (8/13/2012) Inception (8/13/2012)
Ended 9/30/2013 to 9/30/2013 to 9/30/2013
FUND PERFORMANCE
Net Asset Value 17.49% 14.58% 16.65%
Market Price 17.49% 14.62% 16.70%
INDEX PERFORMANCE
NASDAQ Technology Dividend Index(SM) 18.28% 15.33% 17.52%
S&P 500(R) Index 19.34% 19.91% 22.80%
S&P 500 Information Technology Index 6.91% 8.39% 9.55%
International Multi-Asset Diversified Income Index Fund (YDIV)
Cumulative Total Returns
Inception (8/22/2013)
to 9/30/2013
FUND PERFORMANCE
Net Asset Value 3.80%
Market Price 3.95%
INDEX PERFORMANCE
NASDAQ International Multi-Asset Diversified
Income Index(SM) 4.24%
MSCI World Index Ex-US 4.93%
Dow Jones EPAC Select DividendTM Index 6.00%
Multi-Asset Diversified Income Index Fund (MDIV)
Average Annual Total Returns Cumulative Total Returns
1 Year Inception (8/13/2012) Inception (8/13/2012)
Ended 9/30/2013 to 9/30/2013 to 9/30/2013
FUND PERFORMANCE
Net Asset Value 8.08% 8.23% 9.36%
Market Price 8.03% 8.23% 9.36%
INDEX PERFORMANCE
NASDAQ Multi-Asset Diversified Income Index(SM) 8.77% 8.97% 10.21%
S&P 500(R) Index 19.34% 19.91% 22.80%
Dow Jones Select Dividend Index(SM) 19.45% 18.40% 21.06%
|
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand each Fund's
financial performance for the periods shown. Certain information reflects
financial results for a single share of each Fund. The total returns represent
the rate that an investor would have earned (or lost) on an investment in a Fund
(assuming reinvestment of all dividends and distributions). The information for
the periods indicated has been derived from financial statements audited by
Deloitte & Touche LLP whose report, along with each Fund's financial statements,
is included in the Annual Report to Shareholders dated September 30, 2013 and is
incorporated by reference in the Funds' SAI, which is available upon request.
38
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND INDEX FUND (TDIV)
FOR THE PERIOD
YEAR 8/13/2012 (a)
ENDED THROUGH
9/30/2013 9/30/2012
-------------- --------------
Net asset value, beginning of period $ 19.74 $ 19.92
---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.59 0.04
Net realized and unrealized gain (loss) 2.81 (0.18)
---------- ----------
Total from investment operations 3.40 (0.14)
---------- ----------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income (0.58) (0.04)
---------- ----------
Net asset value, end of period $ 22.56 $ 19.74
========== ==========
TOTAL RETURN (b) 17.49% (0.72)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 205,440 $ 27,731
Ratio of total expenses to average net assets 0.50% 0.50% (c)
Ratio of net investment income (loss) to average net assets 2.95% 2.39% (c)
Portfolio turnover rate (d) 37% 18%
|
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND (YDIV)
FOR THE PERIOD
8/22/2013 (e)
THROUGH
9/30/2013
--------------
Net asset value, beginning of period $ 19.97
----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.07
Net realized and unrealized gain (loss) 0.69
----------
Total from investment operations 0.76
----------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income (0.08)
----------
Net asset value, end of period $ 20.65
==========
TOTAL RETURN (b) 3.80%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 5,164
Ratio of total expenses to average net assets 0.70% (c)
Ratio of net investment income (loss) to average net assets 3.15% (c)
Portfolio turnover rate (d) 24%
|
(a) Inception date is consistent with the commencement of investment
operations and is the date the initial creation units were established.
First Trust Portfolios L.P. seeded the Fund on July 19, 2012 in order to
provide initial capital required by SEC rules.
(b) Total return is calculated assuming an initial investment made at the net
asset value at the beginning of the period, reinvestment of all dividend
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.
(e) Inception date is consistent with the commencement of investment
operations and is the date the initial creation units were established.
First Trust Portfolios L.P. seeded the Fund on August 22, 2013.
39
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND (MDIV)
FOR THE PERIOD
YEAR 8/13/2012 (a)
ENDED THROUGH
9/30/2013 9/30/2012
-------------- --------------
Net asset value, beginning of period $ 20.18 $ 19.98
---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) 0.90 0.09
Net realized and unrealized gain (loss) 0.71 0.15
---------- ----------
Total from investment operations 1.61 0.24
---------- ----------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income (1.07) (0.04)
Return of capital (0.07) --
---------- ----------
Total from distributions (1.14) (0.04)
---------- ----------
Net asset value, end of period $ 20.65 $ 20.18
========== ==========
TOTAL RETURN (b) 8.08% 1.18%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 491,585 $ 34,307
Ratio of total expenses to average net assets 0.60% 0.60% (c)
Ratio of net investment income (loss) to average net assets 4.80% 7.10% (c)
Portfolio turnover rate (d) 124% 34%
|
(a) Inception date is consistent with the commencement of investment
operations and is the date the initial creation units were established.
First Trust Portfolios L.P. seeded the Fund on August 10, 2012.
(b) Total return is calculated assuming an initial investment made at the net
asset value at the beginning of the period, reinvestment of all dividend
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.
OTHER INFORMATION
CONTINUOUS OFFERING
Each Fund will issue, on a continuous offering basis, its shares in one or more
groups of a fixed number of Fund shares (each such group of such specified
number of individual Fund shares, a "Creation Unit Aggregation"). The method by
which Creation Unit Aggregations of Fund shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Unit
Aggregations of shares are issued and sold by a Fund on an ongoing basis, a
"distribution," as such term is used in the Securities Act, may occur at any
point. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery requirement and
liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Unit Aggregations after placing an order with
FTP, breaks them down into constituent shares and sells such shares directly to
customers, or if it chooses to couple the creation of a supply of new shares
with an active selling effort involving solicitation of secondary market demand
for shares. A determination of whether one is an underwriter for purposes of the
Securities Act must take into account all the facts and circumstances pertaining
to the activities of the broker-dealer or its client in the particular case, and
the examples mentioned above should not be considered a complete description of
all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not "underwriters" but
are effecting transactions in shares, whether or not participating in the
distribution of shares, are generally required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(a)(3) of the Securities
Act is not available in respect of such transactions as a result of Section
40
24(d) of the 1940 Act. The Trust, on behalf of each Fund, however, has received
from the Securities and Exchange Commission an exemption from the prospectus
delivery obligation in ordinary secondary market transactions under certain
circumstances, on the condition that purchasers are provided with a product
description of the shares. As a result, broker-dealer firms should note that
dealers who are not underwriters but are participating in a distribution (as
contrasted with ordinary secondary market transactions) and thus dealing with
the shares that are part of an overallotment within the meaning of Section
4(a)(3)(c) of the Securities Act would be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
Firms that incur a prospectus delivery obligation with respect to shares are
reminded that, under the Securities Act Rule 153, a prospectus delivery
obligation under Section 5(b)(2) of the Securities Act owed to a broker-dealer
in connection with a sale on the Exchange is satisfied by the fact that the
prospectus is available from the Exchange upon request. The prospectus delivery
mechanism provided in Rule 153 is available with respect to transactions on a
national securities exchange, a trading facility or an alternative trading
system.
41
FIRST TRUST First Trust Exchange-Traded Fund VI
--------------------------------------------------------------------------------
First Trust NASDAQ Technology Dividend Index Fund
International Multi-Asset Diversified Income Index Fund
Multi-Asset Diversified Income Index Fund
|
FOR MORE INFORMATION
For more detailed information on the Funds, several additional sources of
information are available to you. The SAI, incorporated by reference into this
prospectus, contains detailed information on the Funds' policies and operation.
Additional information about the Funds' investments is available in the annual
and semi-annual reports to shareholders. In the Funds' annual reports, you will
find a discussion of the market conditions and investment strategies that
significantly impacted the Funds' performance during the last fiscal year. The
Funds' most recent SAI, annual and semi-annual reports and certain other
information are available free of charge by calling the Funds at (800) 621-1675,
on the Funds' website at www.ftportfolios.com or through your financial advisor.
Shareholders may call the toll-free number above with any inquiries.
You may obtain this and other information regarding the Funds, including the
Codes of Ethics adopted by First Trust, FTP and the Trust, directly from the
Securities and Exchange Commission (the "SEC"). Information on the SEC's website
is free of charge. Visit the SEC's on-line EDGAR database at http://www.sec.gov
or in person at the SEC's Public Reference Room in Washington, D.C., or call the
SEC at (202) 551-8090 for information on the Public Reference Room. You may also
request information regarding the Funds by sending a request (along with a
duplication fee) to the SEC's Public Reference Section, 100 F Street, N.E.,
Washington, D.C. 20549-1520 or by sending an electronic request to
publicinfo@sec.gov.
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
(800) 621-1675 SEC File #: 333-182308
www.ftportfolios.com 811-22717
STATEMENT OF ADDITIONAL INFORMATION
INVESTMENT COMPANY ACT FILE NO. 811-22717
FIRST TRUST EXCHANGE-TRADED FUND VI
TICKER
FUND NAME SYMBOL EXCHANGE
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND INDEX FUND TDIV The NASDAQ(R) Stock Market
MULTI-ASSET DIVERSIFIED INCOME INDEX FUND MDIV The NASDAQ(R) Stock Market
INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX FUND YDIV The NASDAQ(R) Stock Market
|
DATED JANUARY 31, 2014
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the prospectus dated January 31, 2014, as it
may be revised from time to time (the "Prospectus") for First Trust NASDAQ
Technology Dividend Index Fund, Multi-Asset Diversified Income Index Fund and
International Multi-Asset Diversified Income Index Fund (each, a "Fund" and
collectively, the "Funds"), each a series of the First Trust Exchange-Traded
Fund VI (the "Trust"). Capitalized terms used herein that are not defined have
the same meaning as in the Prospectus, unless otherwise noted. A copy of the
Prospectus may be obtained without charge by writing to the Trust's distributor,
First Trust Portfolios L.P., 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187, or by calling toll free at (800) 621-1675.
TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS................................1
EXCHANGE LISTING AND TRADING..................................................3
INVESTMENT OBJECTIVES AND POLICIES............................................4
INVESTMENT STRATEGIES.........................................................6
SUBLICENSE AGREEMENTS........................................................18
INVESTMENT RISKS.............................................................19
MANAGEMENT OF THE FUNDS......................................................24
ACCOUNTS MANAGED BY INVESTMENT COMMITTEE.....................................38
BROKERAGE ALLOCATIONS........................................................39
CUSTODIAN, TRANSFER AGENT, FUND ACCOUNTING AGENT, DISTRIBUTOR, INDEX
PROVIDER AND EXCHANGE...................................................41
ADDITIONAL INFORMATION.......................................................44
PROXY VOTING POLICIES AND PROCEDURES.........................................45
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS........................46
REGULAR HOLIDAYS.............................................................55
FEDERAL TAX MATTERS..........................................................60
DETERMINATION OF NET ASSET VALUE.............................................67
DIVIDENDS AND DISTRIBUTIONS..................................................69
MISCELLANEOUS INFORMATION....................................................69
FINANCIAL STATEMENTS.........................................................69
|
EXHIBIT A....................................................................71
EXHIBIT B - PROXY VOTING GUIDELINES..........................................72
The audited financial statements for the Funds' most recent fiscal year
appear in the Funds' Annual Report to Shareholders dated September 30, 2013,
which was filed with the Securities and Exchange Commission ("SEC") on December
16, 2013. The financial statements from such Annual Report are incorporated
herein by reference. The Annual Report is available without charge by calling
(800) 621-1675 or by visiting the SEC's website at http://www.sec.gov.
GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS
The Trust was organized as a Massachusetts business trust on June 4, 2012,
and is authorized to issue an unlimited number of shares in one or more series
or "Funds." The Trust is an open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
currently offers shares in six series, including the First Trust NASDAQ
Technology Dividend Index Fund, a non-diversified series, the Multi-Asset
Diversified Income Index Fund and the International Multi-Asset Diversified
Income Index Fund, each a diversified series.
This SAI relates to the Funds. Each Fund, as a series of the Trust,
represents a beneficial interest in a separate portfolio of securities and other
assets, with its own objective and policies.
The Board of Trustees of the Trust (the "Board of Trustees" or the
"Trustees") has the right to establish additional series in the future, to
determine the preferences, voting powers, rights and privileges thereof and to
modify such preferences, voting powers, rights and privileges without
shareholder approval. Shares of any series may also be divided into one or more
classes at the discretion of the Trustees.
The Trust or any series or class thereof may be terminated at any time by
the Board of Trustees upon written notice to the shareholders.
Each share has one vote with respect to matters upon which a shareholder
vote is required consistent with the requirements of the 1940 Act and the rules
promulgated thereunder. Shares of all series of the Trust vote together as a
single class except as otherwise required by the 1940 Act, or if the matter
being voted on affects only a particular series, and, if a matter affects a
particular series differently from other series, the shares of that series will
vote separately on such matter. The Trust's Declaration of Trust (the
"Declaration") requires a shareholder vote only on those matters where the 1940
Act requires a vote of shareholders and otherwise permits the Trustees to take
actions without seeking the consent of shareholders. For example, the
Declaration gives the Trustees broad authority to approve reorganizations
between a Fund and another entity, such as another exchange-traded fund, or the
sale of all or substantially all of a Fund's assets, or the termination of the
Trust or a Fund without shareholder approval if the 1940 Act would not require
such approval.
The Declaration provides that by becoming a shareholder of a Fund, each
shareholder shall be expressly held to have agreed to be bound by the provisions
of the Declaration. The Declaration may, except in limited circumstances, be
amended by the Trustees in any respect without a shareholder vote. The
Declaration provides that the Trustees may establish the number of Trustees and
that vacancies on the Board of Trustees may be filled by the remaining Trustees,
except when election of Trustees by the shareholders is required under the 1940
Act. Trustees are then elected by a plurality of votes cast by shareholders at a
meeting at which a quorum is present. The Declaration also provides that
Trustees may be removed, with or without cause, by a vote of shareholders
holding at least two-thirds of the voting power of the Trust, or by a vote of
two-thirds of the remaining Trustees. The provisions of the Declaration relating
to the election and removal of Trustees may not be amended without the approval
of two-thirds of the Trustees.
The holders of Fund shares are required to disclose information on direct
or indirect ownership of Fund shares as may be required to comply with various
laws applicable to the Funds or as the Trustees may determine, and ownership of
Fund shares may be disclosed by the Funds if so required by law or regulation.
In addition, pursuant to the Declaration, the Trustees may, in their discretion,
require the Trust to redeem shares held by any shareholder for any reason under
terms set by the Trustees. The Declaration provides a detailed process for the
bringing of derivative actions by shareholders in order to permit legitimate
inquiries and claims while avoiding the time, expense, distraction and other
harm that can be caused to a Fund or its shareholders as a result of spurious
shareholder demands and derivative actions. Prior to bringing a derivative
action, a demand must first be made on the Trustees. The Declaration details
various information, certifications, undertakings and acknowledgements that must
be included in the demand. Following receipt of the demand, the Trustees have a
period of 90 days, which may be extended by an additional 60 days, to consider
the demand. If a majority of the Trustees who are considered independent for the
purposes of considering the demand determine that maintaining the suit would not
be in the best interests of a Fund, the Trustees are required to reject the
demand and the complaining shareholder may not proceed with the derivative
action unless the shareholder is able to sustain the burden of proof to a court
that the decision of the Trustees not to pursue the requested action was not a
good faith exercise of their business judgment on behalf of a Fund. In making
such a determination, a Trustee is not considered to have a personal financial
interest by virtue of being compensated for his or her services as a Trustee. If
a demand is rejected, the complaining shareholder will be responsible for the
costs and expenses (including attorneys' fees) incurred by a Fund in connection
with the consideration of the demand under a number of circumstances. If a
derivative action is brought in violation of the Declaration, the shareholder
bringing the action may be responsible for a Fund's costs, including attorneys'
fees. The Declaration also provides that any shareholder bringing an action
against a Fund waives the right to trial by jury to the fullest extent permitted
by law.
The Trust is not required to and does not intend to hold annual meetings
of shareholders.
Under Massachusetts law applicable to Massachusetts business trusts,
shareholders of such a trust may, under certain circumstances, be held
personally liable as partners for its obligations. However, the Declaration
contains an express disclaimer of shareholder liability for acts or obligations
of the Trust and requires that notice of this disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees. The Declaration further provides for indemnification out of the assets
and property of the Trust for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which both inadequate insurance existed and the
Trust or a Fund itself was unable to meet its obligations.
The Declaration further provides that a Trustee acting in his or her
capacity as Trustee is not personally liable to any person other than the Trust
or its shareholders, for any act, omission, or obligation of the Trust. The
Declaration requires the Trust to indemnify any persons who are or who have been
Trustees, officers or employees of the Trust for any liability for actions or
failure to act except to the extent prohibited by applicable federal law. In
making any determination as to whether any person is entitled to the advancement
- 2 -
of expenses in connection with a claim for which indemnification is sought, such
person is entitled to a rebuttable presumption that he or she did not engage in
conduct for which indemnification is not available. The Declaration provides
that any Trustee who serves as chair of the Board of Trustees or of a committee
of the Board of Trustees, lead independent Trustee, or audit committee financial
expert, or in any other similar capacity will not be subject to any greater
standard of care or liability because of such position.
The Funds are advised by First Trust Advisors L.P. (the "Advisor" or
"First Trust").
The shares of the Funds list and principally trade on The NASDAQ(R) Stock
Market ("NASDAQ(R)" or the "Exchange"). The shares will trade on NASDAQ(R) at
market prices that may be below, at or above net asset value. The Funds offer
and issue shares at net asset value only in aggregations of a specified number
of shares (each a "Creation Unit" or a "Creation Unit Aggregation"), generally
in exchange for a basket of securities (the "Deposit Securities") included in
each Fund's corresponding Index (as hereinafter defined), together with the
deposit of a specified cash payment (the "Cash Component"), or for cash as
specified in the Prospectus. Creation Units are aggregations of 50,000 shares of
a Fund.
The Trust reserves the right to permit creations and redemptions of Fund
shares to be made in whole or in part on a cash basis under certain
circumstances. Fund shares may be issued in advance of receipt of Deposit
Securities subject to various conditions including a requirement to maintain on
deposit with the applicable Fund cash at least equal to 115% of the market value
of the missing Deposit Securities. See the "Creation and Redemption of Creation
Unit Aggregations" section. In each instance of such cash creations or
redemptions, transaction fees may be imposed that will be higher than the
transaction fees associated with in-kind creations or redemptions. In all cases,
such fees will be limited in accordance with the requirements of the SEC
applicable to management investment companies offering redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements of NASDAQ(R) necessary to
maintain the listing of shares of a Fund will continue to be met. NASDAQ(R) may,
but is not required to, remove the shares of a Fund from listing if (i)
following the initial 12-month period beginning at the commencement of trading
of a Fund, there are fewer than 50 beneficial owners of the shares of such Fund
for 30 or more consecutive trading days; (ii) the value of such Fund's Index (as
defined below) is no longer calculated or available; or (iii) such other event
shall occur or condition exist that, in the opinion of NASDAQ(R) makes further
dealings on NASDAQ(R) inadvisable. NASDAQ(R) will remove the shares of a Fund
from listing and trading upon termination of such Fund.
As in the case of other stocks traded on NASDAQ(R), brokers' commissions
on transactions will be based on negotiated commission rates at customary
levels.
The Funds reserve the right to adjust the price levels of shares in the
future to help maintain convenient trading ranges for investors. Any adjustments
- 3 -
would be accomplished through stock splits or reverse stock splits, which would
have no effect on the net assets of each Fund.
INVESTMENT OBJECTIVES AND POLICIES
The Prospectus describes the investment objectives and certain policies of
the Funds. The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Funds.
Each Fund is subject to the following fundamental policies, which may not
be changed without approval of the holders of a majority of the outstanding
voting securities (as such term is defined in the 1940 Act) of the Fund:
(1) A Fund may not issue senior securities, except as permitted
under the 1940 Act.
(2) A Fund may not borrow money, except that a Fund may (i) borrow
money from banks for temporary or emergency purposes (but not for leverage
or the purchase of investments); and (ii) engage in other transactions
permissible under the 1940 Act that may involve a borrowing (such as
obtaining short-term credits as are necessary for the clearance of
transactions, engaging in delayed-delivery transactions, or purchasing
certain futures, forward contracts and options), provided that the
combination of (i) and (ii) shall not exceed 33-1/3% of the value of a
Fund's total assets (including the amount borrowed), less a Fund's
liabilities (other than borrowings).
(3) A Fund will not underwrite the securities of other issuers
except to the extent the Fund may be considered an underwriter under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
the purchase and sale of portfolio securities.
(4) A Fund will not purchase or sell real estate or interests
therein, unless acquired as a result of ownership of securities or other
instruments (but this shall not prohibit a Fund from purchasing or selling
securities or other instruments backed by real estate or of issuers
engaged in real estate activities).
(5) A Fund may not make loans to other persons, except through (i)
the purchase of debt securities permissible under a Fund's investment
policies; (ii) repurchase agreements; or (iii) the lending of portfolio
securities, provided that no such loan of portfolio securities may be made
by a Fund if, as a result, the aggregate of such loans would exceed
33-1/3% of the value of a Fund's total assets.
(6) A Fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments (but
this shall not prevent a Fund from purchasing or selling options, futures
contracts, forward contracts or other derivative instruments, or from
investing in securities or other instruments backed by physical
commodities).
- 4 -
(7) A Fund may not invest 25% or more of the value of its total
assets in securities of issuers in any one industry or group of
industries, except to the extent that the Index that a Fund is based upon
concentrates in an industry or a group of industries. Accordingly, the
First Trust NASDAQ Technology Dividend Index Fund will be concentrated in
securities of technology companies. This restriction does not apply to
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities, or securities of other investment companies.
(8) With respect to 75% of its total assets, the Multi-Asset
Diversified Income Index Fund and the International Multi-Asset
Diversified Income Fund may not purchase the securities of any issuer
(except securities of other investment companies or securities issued or
guaranteed by the United States government or any agency or
instrumentality thereof) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in securities of that issuer; or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer.
For purposes of applying restriction (1) above, under the 1940 Act as
currently in effect, a Fund is not permitted to issue senior securities, except
that a Fund may borrow from any bank if immediately after such borrowing the
value of such Fund's total assets is at least 300% of the principal amount of
all of the Fund's borrowings (i.e., the principal amount of the borrowings may
not exceed 33 1/3% of the Fund's total assets). In the event that such asset
coverage shall at any time fall below 300% the applicable Fund shall, within
three days thereafter (not including Sundays and holidays), reduce the amount of
its borrowings to an extent that the asset coverage of such borrowing shall be
at least 300%. The fundamental investment limitations set forth above limit a
Fund's ability to engage in certain investment practices and purchase securities
or other instruments to the extent permitted by, or consistent with, applicable
law. As such, these limitations will change as the statute, rules, regulations
or orders (or, if applicable, interpretations) change, and no shareholder vote
will be required or sought.
Except for restriction (2), if a percentage restriction is adhered to at
the time of investment, a later increase in percentage resulting from a change
in market value of the investment or the total assets will not constitute a
violation of that restriction. With respect to restriction (2), if the
limitations are exceeded as a result of a change in market value then the Fund
will reduce the amount of borrowings within three days thereafter to the extent
necessary to comply with the limitations (not including Sundays and holidays).
The foregoing fundamental policies of each Fund may not be changed without
the affirmative vote of the majority of the outstanding voting securities of the
respective Fund. The 1940 Act defines a majority vote as the vote of the lesser
of (i) 67% or more of the voting securities represented at a meeting at which
more than 50% of the outstanding securities are represented; or (ii) more than
50% of the outstanding voting securities. With respect to the submission of a
change in an investment policy to the holders of outstanding voting securities
of a Fund, such matter shall be deemed to have been effectively acted upon with
respect to a Fund if a majority of the outstanding voting securities of a Fund
vote for the approval of such matter, notwithstanding that such matter has not
been approved by the holders of a majority of the outstanding voting securities
of any other series of the Trust affected by such matter.
- 5 -
In addition to the foregoing fundamental policies, the Funds are also
subject to strategies and policies discussed herein which, unless otherwise
noted, are non-fundamental policies and may be changed by the Board of Trustees.
INVESTMENT STRATEGIES
Under normal circumstances, the First Trust NASDAQ Technology Dividend
Index Fund will invest at least 90% of its net assets (plus any borrowing for
investment purposes) in common stocks and depositary receipts that may include
American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs"),
European Depositary Receipts ("EDRs") or other depositary receipts (collectively
"Depositary Receipts") in the NASDAQ Technology Dividend Index.
Under normal circumstances, the Multi-Asset Diversified Income Index Fund
will invest at least 90% of its net assets (plus any borrowing for investment
purposes) in common stocks, Depositary Receipts, real estate investment trusts
("REITs"), preferred securities, master limited partnerships ("MLPs") and an
exchange-traded fund ("ETF"), each of which represents the securities in the
NASDAQ Multi-Asset Diversified Income Index.
Under normal circumstances, the International Multi-Asset Diversified
Income Index Fund will invest at least 90% of its net assets (plus any borrowing
for investment purposes) in non-U.S. common stocks, Depositary Receipts,
non-U.S. REITs, non-U.S. preferred securities, non-U.S. infrastructure companies
and an ETF, each of which represents the securities in the NASDAQ International
Multi-Asset Diversified Income Index.
Fund shareholders are entitled to 60 days' notice prior to any change in
these non-fundamental investment policies.
TYPES OF INVESTMENTS
Delayed-Delivery Transactions. The Funds may from time to time purchase
securities on a "when-issued" or other delayed-delivery basis. The price of
securities purchased in such transactions is fixed at the time the commitment to
purchase is made, but delivery and payment for the securities take place at a
later date. During the period between the purchase and settlement, a Fund does
not remit payment to the issuer, no interest is accrued on debt securities, and
dividend income is not earned on equity securities. Delayed-delivery commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date, which risk is in addition to the risk of a decline
in value of a Fund's other assets. While securities purchased in
delayed-delivery transactions may be sold prior to the settlement date, the
Funds intend to purchase such securities with the purpose of actually acquiring
them. At the time a Fund makes the commitment to purchase a security in a
delayed-delivery transaction, it will record the transaction and reflect the
value of the security in determining its net asset value.
The Funds will earmark or maintain in a segregated account cash, U.S.
government securities, and high-grade liquid debt securities equal in value to
commitments for delayed-delivery securities. Such earmarked or segregated
securities will mature or, if necessary, be sold on or before the settlement
- 6 -
date. When the time comes to pay for delayed-delivery securities, a Fund will
meet its obligations from then-available cash flow, sale of the securities
earmarked or held in the segregated account as described above, sale of other
securities, or, although it would not normally expect to do so, from the sale of
the delayed-delivery securities themselves (which may have a market value
greater or less than a Fund's payment obligation).
Although the Prospectus and this SAI describe certain permitted methods of
segregating assets or otherwise "covering" certain transactions, such
descriptions are not all-inclusive. A Fund may segregate against or cover such
transactions using other methods permitted under the 1940 Act, the rules and
regulations thereunder, or orders issued by the SEC thereunder. For these
purposes, interpretations and guidance provided by the SEC staff may be taken
into account.
Fixed Income Investments and Cash Equivalents. Normally, a Fund invests
substantially all of its assets to meet its investment objectives; however, for
temporary or defensive purposes, the Funds may invest in fixed income
investments and cash equivalents in order to provide income, liquidity and
preserve capital.
Fixed income investments and cash equivalents held by the Funds may
include, without limitation, the type of investments set forth below:
(1) A Fund may invest in U.S. government securities, including
bills, notes and bonds differing as to maturity and rates of interest,
which are either issued or guaranteed by the U.S. Treasury or by U.S.
government agencies or instrumentalities. U.S. government securities
include securities that are issued or guaranteed by the United States
Treasury, by various agencies of the U.S. government, or by various
instrumentalities that have been established or sponsored by the U.S.
government. U.S. Treasury securities are backed by the "full faith and
credit" of the United States. Securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may or may not be
backed by the full faith and credit of the United States. Some of the U.S.
government agencies that issue or guarantee securities include the
Export-Import Bank of the United States, Farmers Home Administration,
Federal Housing Administration, Maritime Administration, 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, 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.
(2) A Fund may invest in certificates of deposit issued against
funds deposited in a bank or savings and loan association. Such
- 7 -
certificates are for a definite period of time, earn a specified rate of
return, and are normally negotiable. If such certificates of deposit are
non-negotiable, they will be considered illiquid securities and be subject
to a Fund's 15% restriction on investments in illiquid securities.
Pursuant to the certificate of deposit, the issuer agrees to pay the
amount deposited plus interest to the bearer of the certificate on the
date specified thereon. Under current FDIC regulations, the maximum
insurance payable as to any one certificate of deposit is $250,000;
therefore, certificates of deposit purchased by the Fund may not be fully
insured. A Fund may only invest in certificates of deposit issued by U.S.
banks with at least $1 billion in assets.
(3) A Fund may invest in bankers' acceptances, which are short-term
credit instruments used to finance commercial transactions. Generally, an
acceptance is a time draft drawn on a bank by an exporter or an importer
to obtain a stated amount of funds to pay for specific merchandise. The
draft is then "accepted" by a bank that, in effect, unconditionally
guarantees to pay the face value of the instrument on its maturity date.
The acceptance may then be held by the accepting bank as an asset or it
may be sold in the secondary market at the going rate of interest for a
specific maturity.
(4) A Fund may invest in repurchase agreements, which involve
purchases of debt securities with counterparties that are deemed by the
Advisor to present acceptable credit risks. In such an action, at the time
a Fund purchases the security, it simultaneously agrees to resell and
redeliver the security to the seller, who also simultaneously agrees to
buy back the security at a fixed price and time. This assures a
predetermined yield for a Fund during its holding period since the resale
price is always greater than the purchase price and reflects an
agreed-upon market rate. Such actions afford an opportunity for a Fund to
invest temporarily available cash. A Fund may enter into repurchase
agreements only with respect to obligations of the U.S. government, its
agencies or instrumentalities; certificates of deposit; or bankers'
acceptances in which a Fund may invest. Repurchase agreements may be
considered loans to the seller, collateralized by the underlying
securities. The risk to a Fund is limited to the ability of the seller to
pay the agreed-upon sum on the repurchase date; in the event of default,
the repurchase agreement provides that the affected Fund is entitled to
sell the underlying collateral. If the value of the collateral declines
after the agreement is entered into, however, and if the seller defaults
under a repurchase agreement when the value of the underlying collateral
is less than the repurchase price, a Fund could incur a loss of both
principal and interest. The portfolio managers monitor the value of the
collateral at the time the action is entered into and at all times during
the term of the repurchase agreement. The portfolio managers do so in an
effort to determine that the value of the collateral always equals or
exceeds the agreed-upon repurchase price to be paid to a Fund. If the
seller were to be subject to a federal bankruptcy proceeding, the ability
of a Fund to liquidate the collateral could be delayed or impaired because
of certain provisions of the bankruptcy laws.
(5) A Fund may invest in bank time deposits, which are monies kept
on deposit with banks or savings and loan associations for a stated period
of time at a fixed rate of interest. There may be penalties for the early
withdrawal of such time deposits, in which case the yields of these
investments will be reduced.
- 8 -
(6) A Fund may invest in commercial paper, which are short-term
unsecured promissory notes, including variable rate master demand notes
issued by corporations to finance their current operations. Master demand
notes are direct lending arrangements between the Fund and a corporation.
There is no secondary market for the notes. However, they are redeemable
by a Fund at any time. A Fund's portfolio managers will consider the
financial condition of the corporation (e.g., earning power, cash flow and
other liquidity ratios) and will continuously monitor the corporation's
ability to meet all of its financial obligations, because a Fund's
liquidity might be impaired if the corporation were unable to pay
principal and interest on demand. A Fund may invest in commercial paper
only if its has received the highest rating from at least one nationally
recognized statistical rating organization or, if unrated, judged by First
Trust to be of comparable quality.
(7) A Fund may invest in shares of money market funds, as
consistent with its investment objective and policies. Shares of money
market funds are subject to management fees and other expenses of those
funds. Therefore, investments in money market funds will cause the Fund to
bear proportionately the costs incurred by the money market funds'
operations. At the same time, a Fund will continue to pay its own
management fees and expenses with respect to all of its assets, including
any portion invested in the shares of other investment companies. Although
money market funds that operate in accordance with Rule 2a-7 under the
1940 Act seek to preserve a $1.00 share price, it is possible for the Fund
to lose money by investing in money market funds.
High Yield Securities. The Multi-Asset Diversified Income Index Fund and
International Multi-Asset Diversified Income Index Fund will invest in
securities that are rated below-investment grade at the time of purchase. The
ratings of a rating agency represent its opinion as to the quality of securities
it undertakes to rate. Ratings are not absolute standards of quality;
consequently, securities with the same maturity, duration, coupon, and rating
may have different yields. If a security owned by a Fund is subsequently
downgraded, the Fund will not be required to dispose of such security.
Because the risk of default is higher for below-investment grade
securities than investment grade securities, the Advisor's research and credit
analysis will be an especially important part of managing securities of this
type. The Advisor will attempt to identify those issuers of below-investment
grade securities whose financial condition the Advisor believes are adequate to
meet future obligations or who have improved or are expected to improve in the
future. The Advisor's analysis focuses on relative values based on such factors
as interest or dividend coverage, asset coverage, earnings prospects and the
experience and managerial strength of the issuer.
Illiquid Securities. The Funds may invest in illiquid securities (i.e.,
securities that are not readily marketable). For purposes of this restriction,
illiquid securities include, but are not limited to, certain restricted
securities (securities the disposition of which is restricted under the federal
securities laws), securities that may only be resold pursuant to Rule 144A under
the 1933 Act that are deemed to be illiquid; and repurchase agreements with
maturities in excess of seven days. However, a Fund will not acquire illiquid
securities if, as a result, such securities would comprise more than 15% of the
- 9 -
value of a Fund's net assets. The Board of Trustees or its delegate has the
ultimate authority to determine, to the extent permissible under the federal
securities laws, which securities are liquid or illiquid for purposes of this
15% limitation. The Board of Trustees has delegated to First Trust the
day-to-day determination of the illiquidity of any equity or fixed-income
security, although it has retained oversight for such determinations. With
respect to Rule 144A securities, First Trust considers factors such as (i) the
nature of the market for a security (including the institutional private resale
market, the frequency of trades and quotes for the security, the number of
dealers willing to purchase or sell the security, the amount of time normally
needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer); (ii) the terms of certain securities or other
instruments allowing for the disposition to a third party or the issuer thereof
(e.g., certain repurchase obligations and demand instruments); and (iii) other
permissible relevant factors.
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the 1933 Act. Where registration is required, a
Fund may be obligated to pay all or part of the registration expenses and a
considerable period may elapse between the time of the decision to sell and the
time a Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to develop,
a Fund might obtain a less favorable price than that which prevailed when it
decided to sell. Illiquid securities will be priced at fair value as determined
in good faith under procedures adopted by the Board of Trustees. If, through the
appreciation of illiquid securities or the depreciation of liquid securities, a
Fund should be in a position where more than 15% of the value of its net assets
are invested in illiquid securities, including restricted securities which are
not readily marketable, a Fund will take such steps as is deemed advisable, if
any, to protect liquidity.
Money Market Funds. The Funds may invest in shares of money market funds
to the extent permitted by the 1940 Act.
Non-U.S. Investments. Non-U.S. securities include securities issued or
guaranteed by companies organized under the laws of countries other than the
United States (including emerging markets), securities issued or guaranteed by
foreign, national, provincial, state, municipal or other governments with taxing
authority or by their agencies or instrumentalities and debt obligations of
supranational governmental entities such as the World Bank or European Union.
Non-U.S. securities also include U.S. dollar-denominated debt obligations, such
as "Yankee Dollar" obligations, of foreign issuers and of supra-national
government entities. Yankee Dollar obligations are U.S. dollar-denominated
obligations issued in the U.S. capital markets by foreign corporations, banks
and governments. Foreign securities also may be traded on foreign securities
exchanges or in over-the-counter capital markets.
Certain of a Fund's investment in foreign securities may be denominated in
currencies other than the U.S. dollar. To the extent a Fund invests in such
instruments, the value of the assets of the Fund as measured in U.S. dollars
will be affected by changes in exchange rates. Generally, a Fund's currency
exchange transactions will be conducted on a spot (i.e., cash) basis at the spot
rate prevailing in the currency exchange market. The cost of a Fund's currency
exchange transactions will generally be the difference between the bid and offer
- 10 -
spot rate of the currency being purchased or sold. In order to protect against
uncertainty in the level of future currency exchange rates, a Fund is authorized
to enter into various currency exchange transactions.
Pooled Investment Vehicles. The Multi-Asset Diversified Income Index Fund
and International Multi-Asset Diversified Income Index Fund may invest in other
pooled investment vehicles, including open-end or closed-end investment
companies, other ETFs and business development companies that invest primarily
in securities of the types in which the Fund may invest directly. As a
shareholder in a pooled investment vehicle, the Fund will bear its ratable share
of that vehicle's expenses, and would remain subject to payment of the Fund's
management fees with respect to assets so invested. Shareholders would therefore
be subject to duplicative expenses to the extent the Fund invests in other
pooled investment vehicles. In addition, the Fund will incur brokerage costs
when purchasing and selling shares of ETFs. Other pooled investment vehicles may
be leveraged, and the net asset value and market value of their securities will
therefore be more volatile and the yield to shareholders will tend to fluctuate
more than the yield of unleveraged pooled investment vehicles.
Preferred Stock and Trust Preferred Securities. The Multi-Asset
Diversified Income Index Fund and the International Multi-Asset
Diversified Income Index Fund invest in preferred securities. Certain of the
preferred securities in which the Funds invest are traditional preferred stocks
which issue dividends that qualify for the dividend received deduction under
which "qualified" domestic corporations are able to exclude a percentage of the
dividends received from their taxable income.
Warrants. The Funds may invest in warrants. Warrants acquired by a Fund
entitle it to buy common stock from the issuer at a specified price and time.
They do not represent ownership of the securities but only the right to buy
them. Warrants are subject to the same market risks as stocks, but may be more
volatile in price. A Fund's investment in warrants will not entitle it to
receive dividends or exercise voting rights and will become worthless if the
warrants cannot be profitably exercised before their expiration date.
PORTFOLIO TURNOVER
The Funds buy and sell portfolio securities in the normal course of their
investment activities. The proportion of a Fund's investment portfolio that is
bought and sold during a year is known as a Fund's portfolio turnover rate. A
turnover rate of 100% would occur, for example, if a Fund bought and sold
securities valued at 100% of its net assets within one year. A high portfolio
turnover rate could result in the payment by a Fund of increased brokerage
costs, expenses and taxes. The portfolio turnover rates for the Funds for the
fiscal periods ended September 30, 2012 and September 30, 2013 are set forth in
the table below.
PORTFOLIO TURNOVER RATE
FISCAL PERIOD FISCAL YEAR ENDED
AUGUST 13, 2012 THROUGH SEPTEMBER 30, 2013
FUND SEPTEMBER 30, 2012
- 11 -
|
First Trust NASDAQ Technology
Dividend Index Fund 18% 37%
Multi-Asset Diversified Income Index
Fund 34% 124%
FISCAL PERIOD AUGUST 22, 2013
THROUGH
SEPTEMBER 30, 2013
International Multi-Asset Diversified
Income Index Fund N/A 24%
|
The portfolio turnover rate for Multi-Asset Diversified Income Index Fund
was significantly higher in the fiscal year ended September 30, 2013 than the
fiscal period ended September 30, 2012, because the Fund was created in 2012 and
had a limited operating history from that year.
LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, as a non-principal investment
strategy, First Trust is authorized to select certain Funds, with notice to the
Board of Trustees, to lend portfolio securities representing up to 33 1/3% of
the value of their total assets to broker-dealers, banks or other institutional
borrowers of securities. As with other extensions of credit, there may be risks
of delay in recovery of the securities or even loss of rights in the collateral
should the borrower of the securities fail financially. However, the Funds will
only enter into domestic loan arrangements with broker-dealers, banks or other
institutions that First Trust has determined are creditworthy under guidelines
established by the Board of Trustees. The Funds will pay a portion of the income
earned on the lending transaction to the placing broker and may pay
administrative and custodial fees in connection with these loans. First Trust
may select any Fund to participate in the securities lending program, at its
discretion with notice to the Board of Trustees.
In these loan arrangements, the Funds will receive collateral in the form
of cash, U.S. government securities or other high grade debt obligations equal
to at least 102% (for domestic securities) or 105% (for international
securities) of the market value of the securities loaned as determined at the
time of loan origination. This collateral must be valued daily by First Trust or
the applicable Fund's lending agent and, if the market value of the loaned
securities increases, the borrower must furnish additional collateral to the
Fund. During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on the securities. Loans are subject to
termination at any time by the Fund or the borrower. While a Fund does not have
the right to vote securities on loan, it would terminate the loan and regain the
right to vote if that were considered important with respect to the investment.
When a Fund lends portfolio securities to a borrower, payments in lieu of
dividends made by the borrower to the Fund will not constitute "qualified
- 12 -
dividends" taxable at the same rate as long-term capital gains, even if the
actual dividends would have constituted qualified dividends had the Fund held
the securities.
HEDGING STRATEGIES
General Description of Hedging Strategies
The Funds may engage in hedging activities. First Trust may cause the
Funds to utilize a variety of financial instruments, including options, forward
contracts, futures contracts (hereinafter referred to as "Futures" or "Futures
Contracts"), and options on Futures Contracts to attempt to hedge each Fund's
holdings. The use of Futures is not a part of a principal investment strategy of
the Funds.
Hedging or derivative instruments on securities generally are used to
hedge against price movements in one or more particular securities positions
that a Fund owns or intends to acquire. Such instruments may also be used to
"lock-in" realized but unrecognized gains in the value of portfolio securities.
Hedging instruments on stock indices, in contrast, generally are used to hedge
against price movements in broad equity market sectors in which a Fund has
invested or expects to invest. Hedging strategies, if successful, can reduce the
risk of loss by wholly or partially offsetting the negative effect of
unfavorable price movements in the investments being hedged. However, hedging
strategies can also reduce the opportunity for gain by offsetting the positive
effect of favorable price movements in the hedged investments. The use of
hedging instruments is subject to applicable regulations of the SEC, the several
options and Futures exchanges upon which they are traded, the Commodity Futures
Trading Commission (the "CFTC") and various state regulatory authorities. In
addition, a Fund's ability to use hedging instruments may be limited by tax
considerations.
General Limitations on Futures and Options Transactions
Each Fund limits its direct investments in Futures, options on Futures and
swaps to the extent necessary for the Advisor to claim the exclusion from
regulation as a "commodity pool operator" with respect to each Fund under CFTC
Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as
currently in effect, each Fund limits its trading activity in Futures, option on
Futures and swaps (excluding activity for "bona fide hedging purposes," as
defined by the CFTC) such that it meets one of the following tests: (i)
aggregate initial margin and premiums required to establish its Futures, options
on Futures and swap positions do not exceed 5% of the liquidation value of the
Fund's portfolio, after taking into account unrealized profits and losses on
such positions; or (ii) aggregate net notional value of its Futures, options on
Futures and swap positions does not exceed 100% of the liquidation value of the
Fund's portfolio, after taking into account unrealized profits and losses on
such positions.
The Advisor has filed a notice of eligibility for exclusion from the
definition of the term "commodity pool operator" with respect to each Fund with
the National Futures Association, the Futures industry's self-regulatory
organization. The Funds will not enter into Futures Contracts and options
- 13 -
transactions if more than 30% of their net assets would be committed to such
instruments.
If a Fund were no longer able to claim the exclusion, the Advisor would be
required to register as a "commodity pool operator," and the Fund and the
Advisor would be subject to regulation under the Commodity Exchange Act (the
"CEA").
The foregoing limitations are non-fundamental policies of the Funds and
may be changed without shareholder approval as regulatory agencies permit.
Asset Coverage for Futures and Options Positions
The Funds will comply with the regulatory requirements of the SEC and the
CFTC with respect to coverage of options and Futures positions by registered
investment companies and, if the guidelines so require, will earmark or set
aside cash, U.S. government securities, high grade liquid debt securities and/or
other liquid assets permitted by the SEC and CFTC in a segregated custodial
account in the amount prescribed. Securities earmarked or held in a segregated
account cannot be sold while the Futures or options position is outstanding,
unless replaced with other permissible assets, and will be marked-to-market
daily.
Stock Index Options
The Funds may purchase stock index options, sell stock index options in
order to close out existing positions, and/or write covered options on stock
indices for hedging purposes. Stock index options are put options and call
options on various stock indices. In most respects, they are identical to listed
options on common stocks. The primary difference between stock options and index
options occurs when index options are exercised. In the case of stock options,
the underlying security, common stock, is delivered. However, upon the exercise
of an index option, settlement does not occur by delivery of the securities
comprising the stock index. The option holder who exercises the index option
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. This amount of cash is equal to
the difference between the closing price of the stock index and the exercise
price of the option expressed in dollars times a specified multiple.
A stock index fluctuates with changes in the market values of the stocks
included in the index. For example, some stock index options are based on a
broad market index, such as the S&P 500 Index or the Value Line(R) Composite
Index or a more narrow market index, such as the S&P 100 Index. Indices may also
be based on an industry or market segment. Options on stock indices are
currently traded on the following exchanges: the Chicago Board Options Exchange,
NYSE Amex Options, NASDAQ(R) and the Philadelphia Stock Exchange.
The Funds' use of stock index options is subject to certain risks.
Successful use by a Fund of options on stock indices will be subject to the
ability of First Trust to correctly predict movements in the directions of the
stock market. This requires different skills and techniques than predicting
changes in the prices of individual securities. In addition, a Fund's ability to
- 14 -
effectively hedge all or a portion of the securities in its portfolio, in
anticipation of or during a market decline through transactions in put options
on stock indices, depends on the degree to which price movements in the
underlying index correlate with the price movements of the securities held by
the Fund. Inasmuch as the Funds' securities will not duplicate the components of
an index, the correlation will not be perfect. Consequently, a Fund will bear
the risk that the prices of its securities being hedged will not move in the
same amount as the prices of its put options on the stock indices. It is also
possible that there may be a negative correlation between the index and a Fund's
securities, which would result in a loss on both such securities and the options
on stock indices acquired by the Fund.
The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the options markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the options markets. The purchase of options is a highly specialized
activity, which involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. The purchase of
stock index options involves the risk that the premium and transaction costs
paid by a Fund in purchasing an option will be lost as a result of unanticipated
movements in prices of the securities comprising the stock index on which the
option is based.
Certain Considerations Regarding Options
There is no assurance that a liquid secondary market on an options
exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange or elsewhere may exist. If a
Fund is unable to close out a call option on securities that it has written
before the option is exercised, a Fund may be required to purchase the optioned
securities in order to satisfy its obligation under the option to deliver such
securities. If a Fund is unable to effect a closing sale transaction with
respect to options on securities that it has purchased, it would have to
exercise the option in order to realize any profit and would incur transaction
costs upon the purchase and sale of the underlying securities.
The writing and purchasing of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. Imperfect correlation between
the options and securities markets may detract from the effectiveness of
attempted hedging. Options transactions may result in significantly higher
transaction costs and portfolio turnover for the Funds.
Futures Contracts
The Funds may enter into Futures Contracts, including index Futures as a
hedge against movements in the equity markets, in order to hedge against changes
on securities held or intended to be acquired by a Fund or for other purposes
permissible under the CEA. A Fund's hedging may include sales of Futures as an
offset against the effect of expected declines in stock prices and purchases of
Futures as an offset against the effect of expected increases in stock prices.
The Funds will not enter into Futures Contracts which are prohibited under the
CEA and will, to the extent required by regulatory authorities, enter only into
- 15 -
Futures Contracts that are traded on national Futures exchanges and are
standardized as to maturity date and underlying financial instrument. The
principal interest rate Futures exchanges in the United States are the Chicago
Board of Trade and the Chicago Mercantile Exchange. Futures exchanges and
trading are regulated under the CEA by the CFTC.
An interest rate Futures Contract provides for the future sale by one
party and purchase by another party of a specified amount of a specific
financial instrument (e.g., a debt security) or currency for a specified price
at a designated date, time and place. An index Futures Contract is an agreement
pursuant to which the parties agree to take or make delivery of an amount of
cash equal to the difference between the value of the index at the close of the
last trading day of the contract and the price at which the index Futures
Contract was originally written. Transaction costs are incurred when a Futures
Contract is bought or sold and margin deposits must be maintained. A Futures
Contract may be satisfied by delivery or purchase, as the case may be, of the
instrument or by payment of the change in the cash value of the index. More
commonly, Futures Contracts are closed out prior to delivery by entering into an
offsetting transaction in a matching Futures Contract. Although the value of an
index might be a function of the value of certain specified securities, no
physical delivery of those securities is made. If the offsetting purchase price
is less than the original sale price, a gain will be realized. Conversely, if
the offsetting sale price is more than the original purchase price, a gain will
be realized; if it is less, a loss will be realized. The transaction costs must
also be included in these calculations. There can be no assurance, however, that
a Fund will be able to enter into an offsetting transaction with respect to a
particular Futures Contract at a particular time. If a Fund is not able to enter
into an offsetting transaction, a Fund will continue to be required to maintain
the margin deposits on the Futures Contract.
Margin is the amount of funds that must be deposited by a Fund with its
custodian in a segregated account in the name of the Futures commission merchant
in order to initiate Futures trading and to maintain a Fund's open positions in
Futures Contracts. A margin deposit is intended to ensure a Fund's performance
of the Futures Contract.
The margin required for a particular Futures Contract is set by the
exchange on which the Futures Contract is traded and may be significantly
modified from time to time by the exchange during the term of the Futures
Contract. Futures Contracts are customarily purchased and sold on margins that
may range upward from less than 5% of the value of the Futures Contract being
traded.
If the price of an open Futures Contract changes (by increase in the case
of a sale or by decrease in the case of a purchase) so that the loss on the
Futures Contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin. However,
if the value of a position increases because of favorable price changes in the
Futures Contract so that the margin deposit exceeds the required margin, the
broker will pay the excess to a Fund. In computing daily net asset value, a Fund
will mark to market the current value of its open Futures Contracts. The Funds
expect to earn interest income on their margin deposits.
- 16 -
Because of the low margin deposits required, Futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the Futures Contract is deposited as margin, a subsequent 10%
decrease in the value of the Futures Contract would result in a total loss of
the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit, if the Future Contracts were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount initially invested in the Futures Contract. However, a Fund would
presumably have sustained comparable losses if, instead of the Futures Contract,
it had invested in the underlying financial instrument and sold it after the
decline.
Most U.S. Futures exchanges limit the amount of fluctuation permitted in
Futures Contract prices during a single trading day. The day limit establishes
the maximum amount that the price of a Futures Contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of Futures Contract,
no trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures Contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of Futures positions and subjecting some
investors to substantial losses.
There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a Futures position. A Fund would continue to be required
to meet margin requirements until the position is closed, possibly resulting in
a decline in the Fund's net asset value. In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active secondary market
will develop or continue to exist.
A public market exists in Futures Contracts covering a number of indices,
including but not limited to, the S&P 500 Index, the S&P 100 Index, the
NASDAQ-100 Index(R), the Value Line(R) Composite Index and the NYSE Composite
Index(R).
Options on Futures
The Funds may also purchase or write put and call options on Futures
Contracts and enter into closing transactions with respect to such options to
terminate an existing position. A Futures option gives the holder the right, in
return for the premium paid, to assume a long position (call) or short position
(put) in a Futures Contract at a specified exercise price prior to the
expiration of the option. Upon exercise of a call option, the holder acquires a
long position in the Futures Contract and the writer is assigned the opposite
short position. In the case of a put option, the opposite is true. Prior to
exercise or expiration, a Futures option may be closed out by an offsetting
purchase or sale of a Futures option of the same series.
- 17 -
The Funds may use options on Futures Contracts in connection with hedging
strategies. Generally, these strategies would be applied under the same market
and market sector conditions in which the Funds use put and call options on
securities or indices. The purchase of put options on Futures Contracts is
analogous to the purchase of puts on securities or indices so as to hedge a
Fund's securities holdings against the risk of declining market prices. The
writing of a call option or the purchasing of a put option on a Futures Contract
constitutes a partial hedge against declining prices of securities which are
deliverable upon exercise of the Futures Contract. If the price at expiration of
a written call option is below the exercise price, a Fund will retain the full
amount of the option premium which provides a partial hedge against any decline
that may have occurred in a Fund's holdings of securities. If the price when the
option is exercised is above the exercise price, however, a Fund will incur a
loss, which may be offset, in whole or in part, by the increase in the value of
the securities held by a Fund that were being hedged. Writing a put option or
purchasing a call option on a Futures Contract serves as a partial hedge against
an increase in the value of the securities a Fund intends to acquire.
As with investments in Futures Contracts, the Funds are required to
deposit and maintain margin with respect to put and call options on Futures
Contracts written by them. Such margin deposits will vary depending on the
nature of the underlying Futures Contract (and the related initial margin
requirements), the current market value of the option, and other Futures
positions held by a Fund. A Fund will earmark or set aside in a segregated
account at such Fund's custodian, liquid assets, such as cash, U.S. government
securities or other high-grade liquid debt obligations equal in value to the
amount due on the underlying obligation. Such segregated assets will be
marked-to-market daily, and additional assets will be earmarked or placed in the
segregated account whenever the total value of the earmarked or segregated
assets falls below the amount due on the underlying obligation.
The risks associated with the use of options on Futures Contracts include
the risk that the Funds may close out its position as a writer of an option only
if a liquid secondary market exists for such options, which cannot be assured. A
Fund's successful use of options on Futures Contracts depends on First Trust's
ability to correctly predict the movement in prices of Futures Contracts and the
underlying instruments, which may prove to be incorrect. In addition, there may
be imperfect correlation between the instruments being hedged and the Futures
Contract subject to the option. For additional information, see "Futures
Contracts." Certain characteristics of the Futures market might increase the
risk that movements in the prices of Futures Contracts or options on Futures
Contracts might not correlate perfectly with movements in the prices of the
investments being hedged. For example, all participants in the Futures and
options on Futures Contracts markets are subject to daily variation margin calls
and might be compelled to liquidate Futures or options on Futures Contracts
positions whose prices are moving unfavorably to avoid being subject to further
calls. These liquidations could increase the price volatility of the instruments
and distort the normal price relationship between the Futures or options and the
investments being hedged. Also, because of initial margin deposit requirements,
there might be increased participation by speculators in the Futures markets.
This participation also might cause temporary price distortions. In addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading," and other investment strategies might result in
temporary price distortions.
- 18 -
SUBLICENSE AGREEMENT
The Trust on behalf of each Fund relies on a product license agreement
(the "Product License Agreement") by and between The NASDAQ(R) OMX Group, Inc.
(the "Index Provider") and First Trust and a related sublicense agreement (the
"Sublicense Agreement") with First Trust that grants the Trust, on behalf of
each Fund, a non-exclusive and non-transferable sublicense to use certain
intellectual property of the Index Provider, in connection with the issuance,
distribution, marketing and/or promotion of the Fund. Pursuant to the Sublicense
Agreement, the Funds have agreed to be bound by certain provisions of the
Product License Agreement.
INVESTMENT RISKS
Overview
An investment in a Fund should be made with an understanding of the risks
that an investment in the Fund shares entails, including the risk that the
financial condition of the issuers of the securities or the general condition of
the securities market may worsen and the value of the securities and therefore
the value of a Fund may decline. A Fund may not be an appropriate investment for
those who are unable or unwilling to assume the risks involved generally with
such an investment. The past market and earnings performance of any of the
securities included in a Fund is not predictive of their future performance.
Common Stocks
Equity securities are especially susceptible to general market movements
and to volatile increases and decreases of value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. First
Trust cannot predict the direction or scope of any of these factors.
Shareholders of common stocks have rights to receive payments from the issuers
of those common stocks that are generally subordinate to those of creditors of,
or holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by the Funds have a right
to receive dividends only when and if, and in the amounts, declared by the
issuer's board of directors and have a right to participate in amounts available
for distribution by the issuer only after all other claims on the issuer have
been paid. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of principal,
interest and dividends which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock or the rights of
holders of common stock with respect to assets of the issuer upon liquidation or
bankruptcy. The value of common stocks is subject to market fluctuations for as
long as the common stocks remain outstanding, and thus the value of the equity
- 19 -
securities in the Funds will fluctuate over the life of the Funds and may be
more or less than the price at which they were purchased by the Funds. The
equity securities held in the Funds may appreciate or depreciate in value (or
pay dividends) depending on the full range of economic and market influences
affecting these securities, including the impact of a Fund's purchase and sale
of the equity securities and other factors.
Holders of common stocks incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
ADDITIONAL RISKS OF INVESTING IN THE FUNDS
Depositary Receipts Risk
The Funds may hold securities of certain non-U.S. companies in the form of
Depositary Receipts. Depositary Receipts may not necessarily be denominated in
the same currency as the underlying securities into which they may be converted.
ADRs are receipts typically issued by an American bank or trust company that
evidence ownership of underlying securities issued by a foreign corporation.
EDRs are receipts issued by a European bank or trust company evidencing
ownership of securities issued by a foreign corporation. New York shares are
typically issued by a company incorporated in the Netherlands and represent a
direct interest in the company. Unlike traditional depositary receipts, New York
share programs do not involve custody of the Dutch shares of the company. GDRs
are receipts issued throughout the world that evidence a similar arrangement.
ADRs, EDRs and GDRs may trade in foreign currencies that differ from the
currency the underlying security for each ADR, EDR or GDR principally trades in.
Global shares are the actual (ordinary) shares of a non-U.S. company which trade
both in the home market and the United States. Generally, ADRs and New York
shares, in registered form, are designed for use in the U.S. securities markets.
EDRs, in registered form, are used to access European markets. GDRs, in
registered form, are tradable both in the United States and in Europe and are
designed for use throughout the world. Global shares are represented by the same
share certificate in the United States and the home market. Separate registrars
in the United States and the home country are maintained. In most cases,
purchases occurring on a U.S. exchange would be reflected on the U.S. registrar.
Global shares may also be eligible to list on exchanges in addition to the
United States and the home country. The Funds may hold unsponsored Depositary
Receipts. The issuers of unsponsored Depositary Receipts are not obligated to
disclose material information in the United States; therefore, there may be less
information available regarding such issuers and there may not be a correlation
between such information and the market value of the Depositary Receipts.
- 20 -
Liquidity Risk
Whether or not the equity securities in the Funds are listed on a
securities exchange, the principal trading market for certain of the equity
securities in a Fund may be in the over-the-counter ("OTC") market. As a result,
the existence of a liquid trading market for the equity securities may depend on
whether dealers will make a market in the equity securities. There can be no
assurance that a market will be made for any of the equity securities, that any
market for the equity securities will be maintained or that there will be
sufficient liquidity of the equity securities in any markets made. The price at
which the equity securities are held in the Funds will be adversely affected if
trading markets for the equity securities are limited or absent.
Non-U.S. Securities Risk
An investment in non-U.S. securities involves risks in addition to the
usual risks inherent in domestic investments, including currency risk. The value
of a non-U.S. security in U.S. dollars tends to decrease when the value of the
U.S. dollar rises against the non-U.S. currency in which the security is
denominated and tends to increase when the value of the U.S. dollar falls
against such currency. Non-U.S. securities are affected by the fact that in many
countries there is less publicly available information about issuers than is
available in the reports and ratings published about companies in the United
States and companies may not be subject to uniform accounting, auditing and
financial reporting standards. Other risks inherent in non-U.S. investments
include expropriation; confiscatory taxation; withholding taxes on dividends and
interest; less extensive regulation of non-U.S. brokers, securities markets and
issuers; diplomatic developments; and political or social instability. Non-U.S.
economies may differ favorably or unfavorably from the U.S. economy in various
respects, and many non-U.S. securities are less liquid and their prices tend to
be more volatile than comparable U.S. securities. From time to time, non-U.S.
securities may be difficult to liquidate rapidly without adverse price effects.
Passive Foreign Investment Companies Risk
The Funds may invest in companies that are considered to be "passive
foreign investment companies" ("PFICs"), which are generally certain non-U.S.
corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, certain rents and royalties or capital
gains) or that hold at least 50% of their assets in investments producing such
passive income. Therefore, the Funds could be subject to U.S. federal income tax
and additional interest charges on gains and certain distributions with respect
to those equity interests, even if all the income or gain is distributed to its
shareholders in a timely manner. A Fund will not be able to pass through to its
shareholders any credit or deduction for such taxes.
Authorization, Custody and Settlement Risk for Non-U.S. Securities
Approval of governmental authorities may be required prior to investing in
the securities of companies based in certain frontier countries. Delays in
obtaining such an approval would delay investments in the particular country.
- 21 -
Rules adopted under the 1940 Act permit a fund to maintain its non-U.S.
securities and cash in the custody of certain eligible non-U.S. banks and
securities depositories. Certain banks in foreign countries that are eligible
foreign sub-custodians may be recently organized or otherwise lack extensive
operating experience. In addition, in certain countries there may be legal
restrictions or limitations on the ability of a Fund to recover assets held in
custody by a foreign sub-custodian in the event of the bankruptcy of the
sub-custodian. Settlement systems in emerging markets may be less well organized
than in developed markets. Thus there may be a risk that settlement may be
delayed and that cash or securities of a Fund may be in jeopardy because of
failures of or defects in the systems. Under the laws of certain countries in
which a Fund may invest, a Fund may be required to release local shares before
receiving cash payment or may be required to make cash payment prior to
receiving local shares.
Certain countries in which a Fund may invest utilize share blocking
schemes. Share blocking refers to a practice, in certain foreign markets, where
voting rights related to an issuer's securities are predicated on these
securities being blocked from trading at the custodian or sub-custodian level,
for a period of time around a shareholder meeting. These restrictions have the
effect of prohibiting securities to potentially be voted (or having been voted),
from trading within a specified number of days before, and in certain instances,
after the shareholder meeting.
Share blocking may prevent a Fund from buying or selling securities for a
period of time. During the time that shares are blocked, trades in such
securities will not settle. The specific practices may vary by market and the
blocking period can last from a day to several weeks, typically terminating on a
date established at the discretion of the issuer.
Once blocked, the only manner in which to remove this block would be to
withdraw a previously cast vote, or to abstain from voting all together. The
process for having a blocking restriction lifted can be quite onerous, with the
particular requirements varying widely by country. In addition, in certain
countries, the block cannot be removed.
Share blocking may present operational challenges for a Fund and
Authorized Participants ("APs"), including the effect that an imposed block
would have on pending trades. Pending trades may be caused to fail and could
potentially remain unsettled for an extended period of time. Fails may also
expose the transfer agent and a Fund to "Buy In" situations in which, if unable
to deliver shares after a certain period of time, a counter-party has the right
to go to market, purchase a security at the current market price and have any
additional expense borne by the Fund or transfer agent.
As a result, the Advisor, on behalf of a Fund, reserves the right to
abstain from voting proxies in share blocking proxy markets.
Preferred Stock and Trust Preferred Securities Risk
There are special risks associated with investing in preferred securities,
including risks related to deferral, noncumulative dividends, subordination,
liquidity, limited voting rights and special redemption rights. Trust preferred
securities are limited-life preferred securities typically issued by
corporations, generally in the form of interest-bearing notes or preferred
- 22 -
securities issued by an affiliated business trust of a corporation whose only
assets are generally in the form of beneficial interests in subordinated
debentures or similarly structured securities. Dividend payments on the trust
preferred securities generally coincide with interest payments on the underlying
obligations. Trust preferred securities generally have a yield advantage over
traditional preferred stocks, but unlike preferred stocks, distributions are
treated as interest rather than dividends for federal income tax purposes and
therefore, are not eligible for the dividends received deduction and do not
constitute qualified dividend income. Trust preferred securities prices
fluctuate for several reasons including changes in investors' perception of the
financial condition of an issuer or the general economic condition of the market
for trust preferred securities, or when political or economic events affecting
the issuers occur. Trust preferred securities are also sensitive to interest
rate fluctuations, as the cost of capital rises and borrowing costs increase in
a rising interest rate environment and the risk that a trust preferred security
may be called for redemption in a falling interest rate environment. Certain of
the other risks unique to trust preferred securities include: (i) distributions
on trust preferred securities will be made only if interest payments on the
interest-bearing notes, preferred securities or subordinated debentures are
made; (ii) a corporation issuing the interest-bearing notes, preferred
securities or subordinated debentures may defer interest payments on these
instruments for up to 20 consecutive quarters and if such election is made,
distributions will not be made on the trust preferred securities during the
deferral period; (iii) certain tax or regulatory events may trigger the
redemption of the interest-bearing notes, preferred securities or subordinated
debentures by the issuing corporation and result in prepayment of the trust
preferred securities prior to their stated maturity date; (iv) future
legislation may be proposed or enacted that may prohibit the corporation from
deducting its interest payments on the interest-bearing notes, preferred
securities or subordinated debentures for tax purposes, making redemption of
these instruments likely; (v) a corporation may redeem the interest bearing
notes, preferred securities or subordinated debentures in whole at any time or
in part from time to time on or after a stated call date; (vi) trust preferred
securities holders have very limited voting rights; and (vii) payment of
interest on the interest-bearing notes, preferred securities or subordinated
debentures, and therefore distributions on the trust preferred securities, is
dependent on the financial condition of the issuing corporation.
REIT Risk
REITs are financial vehicles that pool investors' capital to purchase or
finance real estate. REITs may concentrate their investments in specific
geographic areas or in specific property types, e.g., hotels, shopping malls,
residential complexes and office buildings. The market value of REIT shares and
the ability of the REITs to distribute income may be adversely affected by
several factors, including rising interest rates; changes in the national, state
and local economic climate and real estate conditions; perceptions of
prospective tenants of the safety, convenience and attractiveness of the
properties; the ability of the owners to provide adequate management,
maintenance and insurance; the cost of complying with the Americans with
Disabilities Act; increased competition from new properties; the impact of
present or future environmental legislation and compliance with environmental
laws; changes in real estate taxes and other operating expenses; adverse changes
in governmental rules and fiscal policies; adverse changes in zoning laws; and
other factors beyond the control of the issuers of the REITs. In addition,
distributions received by the Fund from REITs may consist of dividends, capital
- 23 -
gains and/or return of capital. Many of these distributions however will not
generally qualify for favorable treatment as qualified dividend income.
RISKS AND SPECIAL CONSIDERATIONS CONCERNING DERIVATIVES
In addition to the foregoing, the use of derivative instruments involves
certain general risks and considerations as described below.
(1) Market Risk. Market risk is the risk that the value of the
underlying assets may go up or down. Adverse movements in the value of an
underlying asset can expose the Funds to losses. Derivative instruments
may include elements of leverage and, accordingly, fluctuations in the
value of the derivative instrument in relation to the underlying asset may
be magnified. The successful use of derivative instruments depends upon a
variety of factors, particularly the portfolio managers' ability to
predict movements of the securities, currencies, and commodities markets,
which may require different skills than predicting changes in the prices
of individual securities. There can be no assurance that any particular
strategy adopted will succeed. A decision to engage in a derivative
transaction will reflect the portfolio managers' judgment that the
derivative transaction will provide value to a Fund and its shareholders
and is consistent with a Fund's objective, investment limitations, and
operating policies. In making such a judgment, the portfolio managers will
analyze the benefits and risks of the derivative transactions and weigh
them in the context of a Fund's overall investments and investment
objective.
(2) Credit Risk/Counterparty Risk. Credit risk is the risk that a
loss may be sustained as a result of the failure of a counterparty to
comply with the terms of a derivative instrument. The counterparty risk
for exchange-traded derivatives is generally less than for
privately-negotiated or OTC derivatives, since generally a clearing
agency, which is the issuer or counterparty to each exchange-traded
instrument, provides a guarantee of performance. For privately-negotiated
instruments, there is no similar clearing agency guarantee. In all
transactions, the Funds will bear the risk that the counterparty will
default, and this could result in a loss of the expected benefit of the
derivative transactions and possibly other losses to the Funds. The Funds
will enter into transactions in derivative instruments only with
counterparties that First Trust reasonably believes are capable of
performing under the contract.
(3) Correlation Risk. Correlation risk is the risk that there might
be an imperfect correlation, or even no correlation, between price
movements of a derivative instrument and price movements of investments
being hedged. When a derivative transaction is used to completely hedge
another position, changes in the market value of the combined position
(the derivative instrument plus the position being hedged) result from an
imperfect correlation between the price movements of the two instruments.
With a perfect hedge, the value of the combined position remains unchanged
with any change in the price of the underlying asset. With an imperfect
hedge, the value of the derivative instrument and its hedge are not
perfectly correlated. For example, if the value of a derivative instrument
used in a short hedge (such as writing a call option, buying a put option
- 24 -
or selling a Futures Contract) increased by less than the decline in value
of the hedged investments, the hedge would not be perfectly correlated.
This might occur due to factors unrelated to the value of the investments
being hedged, such as speculative or other pressures on the markets in
which these instruments are traded. The effectiveness of hedges using
instruments on indices will depend, in part, on the degree of correlation
between price movements in the index and the price movements in the
investments being hedged.
(4) Liquidity Risk. Liquidity risk is the risk that a derivative
instrument cannot be sold, closed out, or replaced quickly at or very
close to its fundamental value. Generally, exchange contracts are very
liquid because the exchange clearinghouse is the counterparty of every
contract. OTC transactions are less liquid than exchange-traded
derivatives since they often can only be closed out with the other party
to the transaction. The Funds might be required by applicable regulatory
requirements to maintain assets as "cover," maintain segregated accounts,
and/or make margin payments when they take positions in derivative
instruments involving obligations to third parties (i.e., instruments
other than purchase options). If a Fund is unable to close out its
positions in such instruments, it might be required to continue to
maintain such assets or accounts or make such payments until the position
expires, matures, or is closed out. These requirements might impair a
Fund's ability to sell a security or make an investment at a time when it
would otherwise be favorable to do so, or require that a Fund sell a
portfolio security at a disadvantageous time. A Fund's ability to sell or
close out a position in an instrument prior to expiration or maturity
depends upon the existence of a liquid secondary market or, in the absence
of such a market, the ability and willingness of the counterparty to enter
into a transaction closing out the position. Due to liquidity risk, there
is no assurance that any derivatives position can be sold or closed out at
a time and price that is favorable to a Fund.
(5) Legal Risk. Legal risk is the risk of loss caused by the
unenforceability of a party's obligations under the derivative. While a
party seeking price certainty agrees to surrender the potential upside in
exchange for downside protection, the party taking the risk is looking for
a positive payoff. Despite this voluntary assumption of risk, a
counterparty that has lost money in a derivative transaction may try to
avoid payment by exploiting various legal uncertainties about certain
derivative products.
(6) Systemic or "Interconnection" Risk. Systemic or interconnection
risk is the risk that a disruption in the financial markets will cause
difficulties for all market participants. In other words, a disruption in
one market will spill over into other markets, perhaps creating a chain
reaction. Much of the OTC derivatives market takes place among the OTC
dealers themselves, thus creating a large interconnected web of financial
obligations. This interconnectedness raises the possibility that a default
by one large dealer could create losses for other dealers and destabilize
the entire market for OTC derivative instruments.
- 25 -
MANAGEMENT OF THE FUNDS
TRUSTEES AND OFFICERS
The general supervision of the duties performed for the Funds under the
investment management agreement is the responsibility of the Board of Trustees.
There are five Trustees of the Trust, one of whom is an "interested person" (as
the term is defined in the 1940 Act) and four of whom are Trustees who are not
officers or employees of First Trust or any of its affiliates ("Independent
Trustees"). The Trustees set broad policies for the Funds, choose the Trust's
officers and hire the Trust's investment advisor. The officers of the Trust
manage its day-to-day operations and are responsible to the Trust's Board of
Trustees. The following is a list of the Trustees and executive officers of the
Trust and a statement of their present positions and principal occupations
during the past five years, the number of portfolios each Trustee oversees and
the other directorships they have held during the past five years, if
applicable. Each Trustee has been elected for an indefinite term. The officers
of the Trust serve indefinite terms. Each Trustee, except for James A. Bowen, is
an Independent Trustee. Mr. Bowen is deemed an "interested person" (as that term
is defined in the 1940 Act) ("Interested Trustee") of the Trust due to his
position as Chief Executive Officer of First Trust, investment advisor to the
Funds.
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR FIRST COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND ELECTED OR PRINCIPAL OCCUPATIONS OVERSEEN BY DURING THE PAST
AND DATE OF BIRTH OFFICES WITH TRUST APPOINTED DURING PAST 5 YEARS TRUSTEE 5 YEARS
Trustee who is an Interested
Person of the Trust
----------------------------
James A. Bowen(1) Chairman of the o Indefinite Chief Executive 108 None
120 East Liberty Drive, Board and Trustee term Officer (December 2010 Portfolios
Wheaton, IL 60187 to Present), President
D.O.B.: 09/55 (until December 2010),
o Since First Trust Advisors
inception L.P. and First Trust
Portfolios L.P.;
Chairman of the Board
of Directors, BondWave
LLC (Software
Development
Company/Investment
Advisor) and
Stonebridge Advisors
LLC (Investment
Advisor)
Independent Trustees
----------------------------
Richard E. Erickson Trustee o Indefinite Physician; President, 108 None
c/o First Trust Advisors L.P. term Wheaton Orthopedics; Portfolios
120 East Liberty Drive, Co-owner and
Suite 400 Co-Director (January
Wheaton, IL 60187 o Since 1996 to May 2007),
D.O.B.: 04/51 inception Sports Med Center for
Fitness; Limited
Partner, Gundersen
Real Estate Limited
Partnership; Member,
Sportsmed LLC
- 26 -
|
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR FIRST COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND ELECTED OR PRINCIPAL OCCUPATIONS OVERSEEN BY DURING THE PAST
AND DATE OF BIRTH OFFICES WITH TRUST APPOINTED DURING PAST 5 YEARS TRUSTEE 5 YEARS
Thomas R. Kadlec Trustee o Indefinite President (March 2010 108 Director of
c/o First Trust Advisors L.P. term to Present), Senior Portfolios ADM Investor
120 East Liberty Drive, Vice President and Services, Inc.
Suite 400 o Since Chief Financial and ADM
Wheaton, IL 60187 inception Officer (May 2007 to Investor
D.O.B.: 11/57 March 2010), Vice Services
President and Chief International
Financial Officer
(1990 to May 2007),
ADM Investor Services,
Inc. (Futures
Commission Merchant)
Robert F. Keith Trustee o Indefinite President (2003 to 108 Director of
c/o First Trust Advisors term Present), Hibs Portfolios Trust Company
L.P. Enterprises (Financial of Illinois
120 East Liberty Drive, o Since and Management
Suite 400 inception Consulting)
Wheaton, IL 60187
D.O.B.: 11/56
President and Chief
Niel B. Nielson Trustee o Indefinite Executive Officer 108 Director of
c/o First Trust Advisors term (July Portfolios Covenant
L.P. 2012 to Present), Dew Transport Inc.
120 East Liberty Drive, o Since Learning LLC
Suite 400 inception (Educational
Wheaton, IL 60187 Products and
D.O.B.: 03/54 Services); President
(June 2002 to June
2012), Covenant
College
Officers of the Trust
----------------------------
Mark R. Bradley President and o Indefinite Chief Financial N/A N/A
120 East Liberty Drive, Chief Executive term Officer, Chief
Wheaton, IL 60187 Officer Operating Officer
D.O.B.: 11/57 (December 2010 to
o Since Present), First Trust
inception Advisors L.P. and
First Trust Portfolios
L.P.; Chief Financial
Officer, BondWave LLC
(Software Development
Company/Investment
Advisor) and
Stonebridge Advisors
LLC (Investment
Advisor)
James M. Dykas Treasurer, Chief o Indefinite Controller (January N/A N/A
120 East Liberty Drive, Financial Officer term 2011 to Present),
Suite 400 and Chief Senior Vice President
Wheaton, IL 60187 Accounting o Since (April 2007 to
D.O.B.: 01/66 Officer inception Present), First Trust
Advisors L.P. and
First Trust Portfolios
L.P.
W. Scott Jardine Secretary and o Indefinite General Counsel, First N/A N/A
120 East Liberty Drive, Chief Legal term Trust Advisors L.P.
Suite 400 Officer and First Trust
Wheaton, IL 60187 o Since Portfolios L.P.;
D.O.B.: 05/60 inception Secretary and General
Counsel, BondWave LLC
(Software Development
Company/Investment
Advisor) and
Stonebridge Advisors
LLC (Investment
Advisor)
- 27 -
|
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR FIRST COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND ELECTED OR PRINCIPAL OCCUPATIONS OVERSEEN BY DURING THE PAST
AND DATE OF BIRTH OFFICES WITH TRUST APPOINTED DURING PAST 5 YEARS TRUSTEE 5 YEARS
Daniel J. Lindquist Vice President o Indefinite Managing Director N/A N/A
120 East Liberty Drive, term (July
Suite 400 2012 to Present),
Wheaton, IL 60187 o Since Senior
D.O.B.: 02/70 inception Vice President
(September
2005 to July 2012),
First
Trust Advisors L.P.
and First Trust
Portfolios L.P.
Kristi A. Maher Assistant o Indefinite Deputy General N/A N/A
120 East Liberty Drive, Secretary and term Counsel, First Trust
Suite 400 Chief Compliance Advisors L.P. and
Wheaton, IL 60187 Officer o Since First Trust Portfolios
D.O.B.: 12/66 inception L.P.
Roger F. Testin Vice President o Indefinite Senior Vice President N/A N/A
120 East Liberty Drive, term (November 2003 to
Suite 400 Present), First Trust
Wheaton, IL 60187 o Since Advisors L.P. and
D.O.B.: 06/66 inception First Trust Portfolios
L.P.
Stan Ueland Vice President o Indefinite Senior Vice President N/A N/A
120 East Liberty Drive, term (September 2012 to
Suite 400 Present), Vice
Wheaton, IL 60187 o Since President (August 2005
D.O.B.: 11/70 inception to September 2012)
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 Funds.
UNITARY BOARD LEADERSHIP STRUCTURE
Each Trustee serves as a trustee of all open-end and closed-end funds in
the First Trust Fund Complex (as defined below), which is known as a "unitary"
board leadership structure. Each Trustee currently serves as a trustee of First
Trust Series Fund, First Trust Variable Insurance Trust and First Defined
Portfolio Fund, LLC, open-end funds with 12 portfolios advised by First Trust;
First Trust Senior Floating Rate Income Fund II, Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, First Trust Energy Income and
Growth Fund, First Trust Enhanced Equity Income Fund, First Trust/Aberdeen
Global Opportunity Income Fund, First Trust Mortgage Income Fund, First Trust
Strategic High Income Fund II, First Trust/Aberdeen Emerging Opportunity Fund,
First Trust Specialty Finance and Financial Opportunities Fund, First Trust
Dividend and Income Fund, First Trust High Income Long/Short Fund, First Trust
Energy Infrastructure Fund, First Trust MLP and Energy Income Fund and First
Trust Intermediate Duration Preferred & Income Fund, closed-end funds advised by
First Trust; and the Trust, 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 AlphaDEX(R) Fund and First
Trust Exchange-Traded AlphaDEX(R) Fund II, exchange-traded funds with 82
portfolios advised by First Trust (each a "First Trust Fund" and collectively,
the "First Trust Fund Complex"). None of the Trustees who are not "interested
- 28 -
persons" of the Trust, nor any of their immediate family members, has ever been
a director, officer or employee of, or consultant to, First Trust, First Trust
Portfolios L.P. or their affiliates. In addition, the officers of the Trust
(other than Stan Ueland and Roger Testin) hold the same positions with the other
funds in the First Trust Fund Complex as they hold with the Trust. Mr. Ueland,
Vice President of the Trust, serves in the same position for all of the funds in
the First Trust Fund Complex with the exception of First Defined Portfolio Fund,
LLC, First Trust Series Fund, First Trust Variable Insurance Trust and the
closed-end funds. Mr. Testin, Vice President of the Trust, serves in the same
position for all funds in the First Trust Fund Complex with the exception of the
closed-end funds.
The management of the Funds, including general supervision of the duties
performed for the Funds under the investment management agreement between the
Trust, on behalf of the Funds, and the Advisor, is the responsibility of the
Board of Trustees. The Trustees of the Trust set broad policies for the Funds,
choose the Trust's officers, and hire the Funds' investment advisor and other
service providers. The officers of the Trust manage the day to-day operations
and are responsible to the Trust's Board. The Trust's Board is composed of four
Independent Trustees and one Interested Trustee. The Interested Trustee, James
A. Bowen, serves as the Chairman of the Board for each fund in the First Trust
Fund Complex.
The same five persons serve as Trustees on the Trust's Board and on the
Boards of all other First Trust Funds. The unitary board structure was adopted
for the First Trust Funds because of the efficiencies it achieves with respect
to the governance and oversight of the First Trust Funds. Each First Trust Fund
is subject to the rules and regulations of the 1940 Act (and other applicable
securities laws), which means that many of the First Trust Funds face similar
issues with respect to certain of their fundamental activities, including risk
management, portfolio liquidity, portfolio valuation and financial reporting.
Because of the similar and often overlapping issues facing the First Trust
Funds, including among the First Trust exchange-traded funds, the Board of the
First Trust Funds believes that maintaining a unitary board structure promotes
efficiency and consistency in the governance and oversight of all First Trust
Funds and reduces the costs, administrative burdens and possible conflicts that
may result from having multiple boards. In adopting a unitary board structure,
the Trustees seek to provide effective governance through establishing a board
the overall composition of which will, as a body, possesses the appropriate
skills, diversity, independence and experience to oversee the Funds' business.
Annually, the Board reviews its governance structure and the committee
structures, their performance and functions and reviews any processes that would
enhance Board governance over the Funds' business. The Board has determined that
its leadership structure, including the unitary board and committee structure,
is appropriate based on the characteristics of the funds it serves and the
characteristics of the First Trust Fund Complex as a whole.
In order to streamline communication between the Advisor and the
Independent Trustees and create certain efficiencies, the Board has a Lead
Independent Trustee who is responsible for: (i) coordinating activities of the
Independent Trustees; (ii) working with the Advisor, Fund counsel and the
independent legal counsel to the Independent Trustees to determine the agenda
for Board meetings; (iii) serving as the principal contact for and facilitating
- 29 -
communication between the Independent Trustees and the Funds' service providers,
particularly the Advisor; and (iv) any other duties that the Independent
Trustees may delegate to the Lead Independent Trustee. The Lead Independent
Trustee is selected by the Independent Trustees and serves a three year term or
until his successor is selected.
The Board has established four standing committees (as described below)
and has delegated certain of its responsibilities to those committees. The Board
and its committees meet frequently throughout the year to oversee the Funds'
activities, review contractual arrangements with and performance of service
providers, oversee compliance with regulatory requirements, and review Fund
performance. The Independent Trustees are represented by independent legal
counsel at all Board and committee meetings (other than meetings of the
Executive Committee). Generally, the Board acts by majority vote of all the
Trustees, including a majority vote of the Independent Trustees if required by
applicable law.
Commencing January 1, 2014, the three committee Chairmen and the Lead
Independent Trustee rotate every three years in serving as Chairman of the Audit
Committee, the Nominating and Governance Committee or the Valuation Committee,
or as Lead Independent Trustee. The Lead Independent Trustee also serves on the
Executive Committee with the Interested Trustee.
The four standing committees of the First Trust Fund Complex are: the
Executive Committee (and Pricing and Dividend Committee), the Nominating and
Governance Committee, the Valuation Committee and the Audit Committee. The
Executive Committee, which meets between Board meetings, is authorized to
exercise all powers of and to act in the place of the Board of Trustees to the
extent permitted by the Trust's Declaration of Trust and By Laws. Such Committee
is also responsible for the declaration and setting of dividends. Mr. Kadlec,
Mr. Bowen and Mr. Keith are members of the Executive Committee. During the last
fiscal year, the Executive Committee held 1 meeting.
The Nominating and Governance Committee is responsible for appointing and
nominating non-interested persons to the Trust's Board of Trustees. Messrs.
Erickson, Kadlec, Keith and Nielson are members of the Nominating and Governance
Committee. If there is no vacancy on the Board of Trustees, the Board will not
actively seek recommendations from other parties, including shareholders. The
Board of Trustees adopted a mandatory retirement age of 72 for Trustees, beyond
which age Trustees are ineligible to serve. The Committee will not consider new
trustee candidates who are 72 years of age or older. When a vacancy on the Board
of Trustees of a First Trust Fund occurs and nominations are sought to fill such
vacancy, the Nominating and Governance Committee may seek nominations from those
sources it deems appropriate in its discretion, including shareholders of the
applicable fund. To submit a recommendation for nomination as a candidate for a
position on the Board of Trustees, shareholders of the applicable fund shall
mail such recommendation to W. Scott Jardine, Secretary, at the Trust's address,
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Such recommendation
shall include the following information: (i) evidence of fund ownership of the
person or entity recommending the candidate (if a Fund shareholder); (ii) a full
description of the proposed candidate's background, including their education,
experience, current employment and date of birth; (iii) names and addresses of
at least three professional references for the candidate; (iv) information as to
whether the candidate is an "interested person" in relation to the fund, as such
- 30 -
term is defined in the 1940 Act, and such other information that may be
considered to impair the candidate's independence; and (v) any other information
that may be helpful to the Committee in evaluating the candidate. If a
recommendation is received with satisfactorily completed information regarding a
candidate during a time when a vacancy exists on the Board or during such other
time as the Nominating and Governance Committee is accepting recommendations,
the recommendation will be forwarded to the Chairman of the Nominating and
Governance Committee and the counsel to the Independent Trustees.
Recommendations received at any other time will be kept on file until such time
as the Nominating and Governance Committee is accepting recommendations, at
which point they may be considered for nomination. During the last fiscal year,
the Nominating and Governance Committee held 4 meetings.
The Valuation Committee is responsible for the oversight of the pricing
procedures of the Fund. Messrs. Erickson, Kadlec, Keith and Nielson are members
of the Valuation Committee. During the last fiscal year, the Valuation Committee
held 4 meetings.
The Audit Committee is responsible for overseeing each Fund's accounting
and financial reporting process, the system of internal controls, audit process
and evaluating and appointing independent auditors (subject also to Board
approval). Messrs. Erickson, Kadlec, Keith and Nielson serve on the Audit
Committee. During the last fiscal year, the Audit Committee held 11 meetings.
RISK OVERSIGHT
As part of the general oversight of the Funds, the Board is involved in
the risk oversight of the Funds. The Board has adopted and periodically reviews
policies and procedures designed to address each Fund's risks. Oversight of
investment and compliance risk, including oversight of any sub-advisors, is
performed primarily at the Board level in conjunction with the Advisor's
investment oversight group and the Trust's Chief Compliance Officer ("CCO").
Oversight of other risks also occurs at the committee level. The Advisor's
investment oversight group reports to the Board at quarterly meetings regarding,
among other things, Fund performance and the various drivers of such
performance. The Board reviews reports on the Funds' and the service providers'
compliance policies and procedures at each quarterly Board meeting and receives
an annual report from the CCO regarding the operations of the Funds' and the
service providers' compliance program. In addition, the Independent Trustees
meet privately each quarter with the CCO. The Audit Committee reviews with the
Advisor each Fund's major financial risk exposures and the steps the Advisor has
taken to monitor and control these exposures, including each Fund's risk
assessment and risk management policies and guidelines. The Audit Committee
also, as appropriate, reviews in a general manner the processes other Board
committees have in place with respect to risk assessment and risk management.
The Nominating and Governance Committee monitors all matters related to the
corporate governance of the Funds. The Valuation Committee monitors valuation
risk and compliance with the Funds' Valuation Procedures and oversees the
pricing services and actions by the Advisor's Pricing Committee with respect to
the valuation of portfolio securities.
- 31 -
Not all risks that may affect the Funds can be identified nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in their
effectiveness, and some risks are simply beyond the reasonable control of the
Funds or the Advisor or other service providers. Moreover, it is necessary to
bear certain risks (such as investment related risks) to achieve a Fund's goals.
As a result of the foregoing and other factors, the Funds' ability to manage
risk is subject to substantial limitations.
BOARD DIVERSIFICATION AND TRUSTEE QUALIFICATIONS
As described above, the Nominating and Governance Committee of each Board
oversees matters related to the nomination of Trustees. The Nominating and
Governance Committee seeks to establish an effective Board with an appropriate
range of skills and diversity, including, as appropriate, differences in
background, professional experience, education, vocations, and other individual
characteristics and traits in the aggregate. Each Trustee must meet certain
basic requirements, including relevant skills and experience, time availability,
and if qualifying as an Independent Trustee, independence from the Advisor,
underwriters or other service providers, including any affiliates of these
entities.
Listed below for each current Trustee are the experiences, qualifications
and attributes that led to the conclusion, as of the date of this SAI, that each
current Trustee should serve as a trustee in light of the Funds' business and
structure.
Richard E. Erickson, M.D., is an orthopedic surgeon and President of
Wheaton Orthopedics. He also has been a co-owner and director of a fitness
center and a limited partner of two real estate companies. Dr. Erickson has
served as a Trustee of each First Trust Fund since its inception. Dr. Erickson
has also served as the Lead Independent Trustee and on the Executive Committee
(2008 - 2009), Chairman of the Nominating and Governance Committee (2003 -
2007), Chairman of the Audit Committee (2012 - 2013) and Chairman of the
Valuation Committee (June 2006 - 2007 and 2010 - 2011) of the First Trust Funds.
He currently serves as Chairman of the Nominating and Governance Committee
(since January 1, 2014) of the First Trust Funds.
Thomas R. Kadlec is President of ADM Investor Services Inc. ("ADMIS"), a
futures commission merchant and wholly-owned subsidiary of the Archer Daniels
Midland Company ("ADM"). Mr. Kadlec has been employed by ADMIS and its
affiliates since 1990 in various accounting, financial, operations and risk
management capacities. Mr. Kadlec serves on the boards of several international
affiliates of ADMIS and is a member of ADM's Integrated Risk Committee, which is
tasked with the duty of implementing and communicating enterprise-wide risk
management. Mr. Kadlec has served as a Trustee of each First Trust Fund, except
First Defined Portfolio Fund, LLC, since its inception. He has served as a
Trustee of First Defined Portfolio Fund, LLC, since 2004. Mr. Kadlec also served
on the Executive Committee from the organization of the first First Trust
closed-end fund in 2003 until he was elected as the first Lead Independent
Trustee in December 2005, serving as such through 2007. He also served as
Chairman of the Valuation Committee (2008 - 2009), Chairman of the Audit
Committee (2010 - 2011) and Chairman of the Nominating and Governance Committee
- 32 -
(2012 - 2013) and he currently serves as Lead Independent Trustee and on the
Executive Committee (since January 1, 2014) of the First Trust Funds.
Robert F. Keith is President of Hibs Enterprises, a financial and
management consulting firm. Mr. Keith has been with Hibs Enterprises since 2003.
Prior thereto, Mr. Keith spent 18 years with ServiceMaster and Aramark,
including three years as President and COO of ServiceMaster Consumer Services,
where he led the initial expansion of certain products overseas, five years as
President and COO of ServiceMaster Management Services and two years as
President of Aramark ServiceMaster Management Services. Mr. Keith is a certified
public accountant and also has held the positions of Treasurer and Chief
Financial Officer of ServiceMaster, at which time he oversaw the financial
aspects of ServiceMaster's expansion of its Management Services division in to
Europe, the Middle East and Asia. Mr. Keith has served as a Trustee of the First
Trust Funds since June 2006. Mr. Keith has also served as the Chairman of the
Audit Committee (2008 - 2009) and Chairman of the Nominating and Governance
Committee (2010 - 2011) of the First Trust Funds. He served as Lead Independent
Trustee and on the Executive Committee (2012 - 2013) and currently serves as
Chairman of the Valuation Committee (since January 1, 2014) of the First Trust
Funds.
Niel B. Nielson, Ph.D., has served as the President and Chief Executive
Officer of Dew Learning LLC (a global provider of digital and on-line
educational products and services) since 2012. Mr. Nielson formerly served as
President of Covenant College (2002 - 2012), and as a partner and trader (of
options and Futures Contracts for hedging options) for Ritchie Capital Markets
Group (1996 -1997), where he held an administrative management position at this
proprietary derivatives trading company. He also held prior positions in new
business development for ServiceMaster Management Services Company, and in
personnel and human resources for NationsBank of North Carolina, N.A. and
Chicago Research and Trading Group, Ltd. ("CRT"). His international experience
includes serving as a director of CRT Europe, Inc. for two years, directing out
of London all aspects of business conducted by the U.K. and European subsidiary
of CRT. Prior to that, Mr. Nielson was a trader and manager at CRT in Chicago.
Mr. Nielson has served as a Trustee of each First Trust Fund since its inception
and of the First Trust Funds since 1999. Mr. Nielson has also served as the
Chairman of the Audit Committee (2003 - 2006), Chairman of the Valuation
Committee (2007 - 2008), Chairman of the Nominating and Governance Committee
(2008 - 2009) and Lead Independent Trustee and a member of the Executive
Committee (2010 - 2011). He currently serves as Chairman of the Audit Committee
(since January 1, 2014) of the First Trust Funds.
James A. Bowen is Chief Executive Officer of First Trust Advisors L.P. and
First Trust Portfolios L.P. Mr. Bowen is involved in the day-to-day management
of the First Trust Funds and serves on the Executive Committee. He has over 26
years of experience in the investment company business in sales, sales
management and executive management. Mr. Bowen has served as a Trustee of each
First Trust Fund since its inception and of the First Trust Funds since 1999.
Each Independent Trustee is paid a fixed annual retainer of $125,000 per
year and an annual per fund fee of $4,000 for each closed-end fund or other
actively managed fund and $1,000 for each index fund in the First Trust Fund
Complex. The fixed annual retainer is allocated pro rata among each fund in the
- 33 -
First Trust Fund Complex based on net assets. Additionally, the Lead Independent
Trustee is paid $15,000 annually, the Chairman of the Audit Committee is paid
$10,000 annually, and each of the Chairmen of the Nominating and Governance
Committee and the Valuation Committee is paid $5,000 annually to serve in such
capacities, with such compensation allocated pro rata among each fund in the
First Trust Fund Complex based on net assets. Trustees are also reimbursed by
the investment companies in the First Trust Fund Complex for travel and
out-of-pocket expenses incurred in connection with all meetings.
The following table sets forth the estimated compensation (including
reimbursement for travel and out-of-pocket expenses) to be paid by the Funds and
the actual compensation paid by the First Trust Fund Complex for the calendar
year ended December 31, 2013, respectively. The Trust has no retirement or
pension plans. The officers and Trustee who are "interested persons" as
designated above serve without any compensation from the Trust. The Trust has no
employees. Its officers are compensated by First Trust.
ESTIMATED COMPENSATION FROM THE TOTAL COMPENSATION FROM
NAME OF TRUSTEE FUNDS(1) THE FIRST TRUST FUND COMPLEX(2)
Richard E. Erickson $6,303 $306,162
Thomas R. Kadlec $6,109 $299,500
Robert F. Keith $6,414 $310,300
Niel B. Nielson $6,246 $304,334
|
(1) The estimated compensation to be paid by the Funds to the Independent
Trustees for a full fiscal year for services to the Funds.
(2) The total compensation paid to the Independent Trustees for the
calendar year ended December 31, 2013 for services to the 8 portfolios
of First Defined Portfolio Fund, LLC, First Trust Series Fund and
First Trust Variable Insurance Trust, open-end funds, 14 closed-end
funds and 79 series of the Trust, 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 AlphaDEX(R) Fund and First Trust Exchange-Traded
AlphaDEX(R) Fund II, all advised by First Trust.
- 34 -
The following table sets forth the dollar range of equity securities
beneficially owned by the Trustees in the Funds and in other funds overseen by
the Trustees in the First Trust Fund Complex as of December 31, 2013:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
DOLLAR RANGE OF ALL REGISTERED INVESTMENT COMPANIES
EQUITY SECURITIES OVERSEEN BY TRUSTEE IN THE FIRST
IN THE FUNDS TRUST
TRUSTEE (NUMBER OF SHARES HELD) FUND COMPLEX
Interested Trustee
James A. Bowen None $10,001-50,000
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
|
As of December 31, 2013, the Independent Trustees of the Trust and
immediate family members did not own beneficially or of record any class of
securities of an investment advisor or principal underwriter of the Funds or any
person directly or indirectly controlling, controlled by, or under common
control with an investment advisor or principal underwriter of the Funds.
As of December 31, 2013, the officers and Trustees, in the aggregate,
owned less than 1% of the shares of each Fund.
The table set forth in Exhibit A shows the percentage ownership of each
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) who, as of December 31, 2013,
owned of record, or is known by the Trust to have owned of record or
beneficially, 5% or more of the shares of a Fund. A control person is one who
owns, either directly or indirectly, more than 25% of the voting securities of a
Fund or acknowledges the existence of control. A party that controls a Fund may
be able to significantly influence the outcome of any item presented to
shareholders for approval.
Information as to beneficial ownership is based on the securities position
listing reports as of December 31, 2013. The Funds do not have any knowledge of
who the ultimate beneficiaries are of the shares.
Investment Advisor. The Board of Trustees of the Trust, including the
Independent Trustees, approved an investment management agreement for an initial
two-year term at a meeting held on June 11, 2012 for First Trust NASDAQ
Technology Dividend Index Fund and Multi-Asset Diversified Income Index Fund and
at a meeting held on June 10, 2013 for International Multi-Asset Diversified
Income Index Fund (the "Investment Management Agreements"). The Board of
Trustees determined that the Investment Management Agreements are in the best
interests of the Funds in light of the services, expenses and such other matters
- 35 -
as the Board of Trustees considered to be relevant in the exercise of its
reasonable business judgment.
Pursuant to the Investment Management Agreements between First Trust and
the Trust, First Trust will manage the investment of the Funds' assets and will
be responsible for paying all expenses of the Funds, excluding the fee payments
under each Investment Management Agreement, interest, taxes, brokerage
commissions and other expenses connected with the execution of portfolio
transactions, distribution and service fees payable pursuant to a Rule 12b-1
plan, if any, and extraordinary expenses. The First Trust NASDAQ Technology
Dividend Index Fund, Multi-Asset Diversified Income Index Fund and International
Multi-Asset Diversified Income Index Fund have agreed to pay First Trust an
annual management fee equal to 0.50%, 0.60% and 0.70% of their average daily net
assets, respectively. First Trust provides fund reporting services to the Funds
for a flat annual fee in the amount of $9,250 per Fund, which is included in the
annual management fee.
First Trust, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,
is the investment advisor to the Funds. First Trust is a limited partnership
with one limited partner, Grace Partners of DuPage L.P., and one general
partner, The Charger Corporation. Grace Partners of DuPage L.P. is a limited
partnership with one general partner, The Charger Corporation, and a number of
limited partners. The Charger Corporation is an Illinois corporation controlled
by James A. Bowen, the Chief Executive Officer of First Trust. First Trust
discharges its responsibilities subject to the policies of the Board of
Trustees.
First Trust provides investment tools and portfolios for advisors and
investors. First Trust is committed to theoretically sound portfolio
construction and empirically verifiable investment management approaches. Its
asset management philosophy and investment discipline are deeply rooted in the
application of intuitive factor analysis and model implementation to enhance
investment decisions.
First Trust acts as investment advisor for and manages the investment and
reinvestment of the assets of the Funds. First Trust also administers the
Trust's business affairs, provides office facilities and equipment and certain
clerical, bookkeeping and administrative services, and permits any of its
officers or employees to serve without compensation as Trustees or officers of
the Trust if elected to such positions.
Under each Investment Management Agreement, First Trust shall not be
liable for any loss sustained by reason of the purchase, sale or retention of
any security, whether or not such purchase, sale or retention shall have been
based upon the investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been selected with due care and
in good faith, except loss resulting from willful misfeasance, bad faith, or
gross negligence on the part of First Trust in the performance of its
obligations and duties, or by reason of its reckless disregard of its
obligations and duties. Each Investment Management Agreement continues until two
years after the initial issuance of Fund shares, and thereafter only if approved
annually by the Board of Trustees, including a majority of the Independent
Trustees. Each Investment Management Agreement terminates automatically upon
assignment and is terminable at any time without penalty as to a Fund by the
Board of Trustees, including a majority of the Independent Trustees, or by vote
- 36 -
of the holders of a majority of the Fund's outstanding voting securities on 60
days' written notice to First Trust, or by First Trust on 60 days' written
notice to the Fund.
The following table sets forth the management fees received by First Trust
for the specified periods.
AMOUNT OF MANAGEMENT FEES
FISCAL PERIOD AUGUST 13, FISCAL YEAR ENDED
2012 THROUGH SEPTEMBER 30, 2013
FUND SEPTEMBER 30, 2012
FIRST TRUST NASDAQ TECHNOLOGY $10,113 $495,514
DIVIDEND INDEX FUND
MULTI-ASSET DIVERSIFIED INCOME $12,113 $1,574,698
INDEX FUND
|
FISCAL PERIOD AUGUST 22, 2013 THROUGH
SEPTEMBER 30, 2013
INTERNATIONAL MULTI-ASSET $3,797
DIVERSIFIED INCOME INDEX FUND
|
Investment Committee. The Investment Committee of First Trust
(the "Investment Committee") is primarily responsible for the day-to-day
management of the Funds. There are currently five members of the Investment
Committee, as follows:
POSITION WITH LENGTH OF SERVICE PRINCIPAL OCCUPATION
NAME FIRST TRUST WITH FIRST TRUST DURING PAST FIVE YEARS
Daniel J. Lindquist Managing Director Since 2004 Managing Director (July 2012
to Present), Senior Vice
President (September 2005 to
July 2012), Vice President
(April 2004 to September
2005), 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.
- 37 -
|
David G. McGarel Chief Investment Officer Since 1997 Chief Investment Officer (June
and Managing Director 2012 to Present), Managing
Director (July 2012 to
Present), Senior Vice
President (September 2005 to
July 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 1997 Senior Vice President
(September 2012 to Present),
Vice President (August 2005 to
September 2012), First Trust
Advisors L.P. and First Trust
Portfolios L.P.
|
Daniel J. Lindquist: Mr. Lindquist is Chairman of the "Investment
Committee" and presides over Investment Committee meetings. Mr. Lindquist is
also responsible for overseeing the implementation of the Funds' investment
strategies.
Jon C. Erickson: 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.
David G. McGarel: As First Trust's Chief Investment Officer, Mr. McGarel
consults with the Investment Committee on market conditions and First Trust's
general investment philosophy.
Roger F. Testin: As head of First Trust's Portfolio Management Group, Mr.
Testin is responsible for executing the instructions of the Strategy Research
Group and Equity Research Group in a Fund's portfolio.
Stan Ueland: Mr. Ueland executes the investment strategies of each of the
Funds.
No member of the Investment Committee beneficially owns any shares of the
Funds.
Compensation. The compensation structure for each member of the Investment
Committee is based upon a fixed salary as well as a discretionary bonus
determined by the management of First Trust. Salaries are determined by
management and are based upon an individual's position and overall value to the
firm. Bonuses are also determined by management and are based upon an
individual's overall contribution to the success of the firm and the
profitability of the firm. Salaries and bonuses for members of the Investment
- 38 -
Committee are not based upon criteria such as performance of the Funds or the
value of assets included in the Funds' portfolios. In addition, Mr. Erickson,
Mr. Lindquist, Mr. McGarel and Mr. Ueland also have an indirect ownership stake
in the firm and will therefore receive their allocable share of
ownership-related distributions.
The Investment Committee manages the investment vehicles (other than the
Funds of the Trust) with the number of accounts and assets, as of December 31,
2013, set forth in the table below:
ACCOUNTS MANAGED BY INVESTMENT COMMITTEE
REGISTERED INVESTMENT OTHER POOLED INVESTMENT
COMPANIES VEHICLES
NUMBER OF ACCOUNTS NUMBER OF ACCOUNTS OTHER ACCOUNTS NUMBER OF
INVESTMENT COMMITTEE MEMBER ($ ASSETS) ($ ASSETS) ACCOUNTS ($ ASSETS)
Roger F. Testin
83 ($23,465,710,810) 8 ($138,646,923) 2,411 ($760,225,152)
Jon C. Erickson 83 ($23,465,710,810)
8 ($138,646,923) 2,411 ($760,225,152)
David G. McGarel 83 ($23,465,710,810)
8 ($138,646,923) 2,411 ($760,225,152)
Daniel J. Lindquist 83 ($23,465,710,810)
8 ($138,646,923) 2,411 ($760,225,152)
Stan Ueland 70 ($18,162,457,152)
N/A N/A
|
Conflicts. None of the accounts managed by the Investment Committee pay an
advisory fee that is based upon the performance of the account. In addition,
First Trust believes that there are no material conflicts of interest that may
arise in connection with the Investment Committee's management of the Funds'
investments and the investments of the other accounts managed by the Investment
Committee. However, because the investment strategy of the Funds and the
investment strategies of many of the other accounts managed by the Investment
Committee are based on fairly mechanical investment processes, the Investment
Committee may recommend that certain clients sell and other clients buy a given
security at the same time. In addition, because the investment strategies of the
Funds and other accounts managed by the Investment Committee generally result in
the clients investing in readily available securities, First Trust believes that
there should not be material conflicts in the allocation of investment
opportunities between the Funds and other accounts managed by the Investment
Committee.
- 39 -
BROKERAGE ALLOCATIONS
First Trust is responsible for decisions to buy and sell securities for
the Funds and for the placement of the Funds' securities business, the
negotiation of the commissions to be paid on brokered transactions, the prices
for principal trades in securities, and the allocation of portfolio brokerage
and principal business. It is the policy of First Trust to seek the best
execution at the best security price available with respect to each transaction,
and with respect to brokered transactions in light of the overall quality of
brokerage and research services provided to First Trust and its clients. The
best price to a Fund means the best net price without regard to the mix between
purchase or sale price and commission, if any. Purchases may be made from
underwriters, dealers, and, on occasion, the issuers. Commissions will be paid
on a Fund's Futures and options transactions, if any. The purchase price of
portfolio securities purchased from an underwriter or dealer may include
underwriting commissions and dealer spreads. The Funds may pay mark-ups on
principal transactions. In selecting broker/dealers and in negotiating
commissions, First Trust considers, among other things, the firm's reliability,
the quality of its execution services on a continuing basis and its financial
condition. Fund portfolio transactions may be effected with broker/dealers who
have assisted investors in the purchase of shares.
Section 28(e) of the 1934 Act, permits an investment advisor, under
certain circumstances, to cause an account to pay a broker or dealer who
supplies brokerage and research services a commission for effecting a
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting the transaction. Brokerage and research services
include (i) furnishing advice as to the value of securities, the advisability of
investing, purchasing or selling securities, and the availability of securities
or purchasers or sellers of securities; (ii) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts; and (iii) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement, and custody). Such brokerage and research services are
often referred to as "soft dollars." First Trust has advised the Board of
Trustees that it does not currently intend to use soft dollars.
Notwithstanding the foregoing, in selecting brokers, First Trust may in
the future consider investment and market information and other research, such
as economic, securities and performance measurement research, provided by such
brokers, and the quality and reliability of brokerage services, including
execution capability, performance, and financial responsibility. Accordingly,
the commissions charged by any such broker may be greater than the amount
another firm might charge if First Trust determines in good faith that the
amount of such commissions is reasonable in relation to the value of the
research information and brokerage services provided by such broker to First
Trust or the Trust. In addition, First Trust must determine that the research
information received in this manner provides the Funds with benefits by
supplementing the research otherwise available to the Funds. The Investment
Management Agreements provide that such higher commissions will not be paid by
the Funds unless First Trust determines in good faith that the amount is
reasonable in relation to the services provided. The investment advisory fees
paid by the Funds to First Trust under the Investment Management Agreements
would not be reduced as a result of receipt by First Trust of research services.
- 40 -
First Trust places portfolio transactions for other advisory accounts
advised by it, and research services furnished by firms through which the Funds
effect their securities transactions may be used by First Trust in servicing all
of its accounts; not all of such services may be used by First Trust in
connection with the Funds. First Trust believes it is not possible to measure
separately the benefits from research services to each of the accounts
(including the Funds) advised by it. Because the volume and nature of the
trading activities of the accounts are not uniform, the amount of commissions in
excess of those charged by another broker paid by each account for brokerage and
research services will vary. However, First Trust believes such costs to the
Funds will not be disproportionate to the benefits received by the Funds on a
continuing basis. First Trust seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell securities by the
Funds and another advisory account. In some cases, this procedure could have an
adverse effect on the price or the amount of securities available to the Funds.
In making such allocations between the Funds and other advisory accounts, the
main factors considered by First Trust are the respective investment objectives,
the relative size of portfolio holding of the same or comparable securities, the
availability of cash for investment and the size of investment commitments
generally held.
BROKERAGE COMMISSIONS
The following table sets forth the aggregate amount of brokerage
commissions paid by each Fund for the specified period.
AGGREGATE AMOUNT OF
BROKERAGE COMMISSIONS
---------------------
FISCAL PERIOD AUGUST 13, 2012 THROUGH FISCAL YEAR ENDED SEPTEMBER 30, 2013
FUND SEPTEMBER 30, 2012
FIRST TRUST NASDAQ TECHNOLOGY DIVIDEND $3,021 $37,553
INDEX FUND
MULTI-ASSET DIVERSIFIED INCOME INDEX $4,530 $247,864
FUND
FISCAL PERIOD AUGUST 22, 2013 THROUGH
SEPTEMBER 30, 2013
INTERNATIONAL MULTI-ASSET DIVERSIFIED $4,676
INCOME INDEX FUND
|
Administrator. Brown Brothers Harriman & Co ("BBH") serves as
Administrator for the Funds. Its principal address is 40 Water Street, Boston,
Massachusetts 02109.
BBH serves as Administrator for the Trust pursuant to a Fund
Administration and Accounting Agreement. Under such agreement, BBH is obligated
on a continuous basis, to provide such administrative services as the Board of
- 41 -
Trustees reasonably deems necessary for the proper administration of the Trust
and the Funds. BBH will generally assist in all aspects of the Trust's and the
Funds' operations; supply and maintain office facilities (which may be in BBH 's
own offices), statistical and research data, data processing services, clerical,
accounting, bookkeeping and record keeping services (including, without
limitation, the maintenance of such books and records as are required under the
1940 Act and the rules thereunder, except as maintained by other agency agents),
internal auditing, executive and administrative services, and stationery and
office supplies; prepare reports to shareholders or investors; prepare and file
tax returns; supply financial information and supporting data for reports to and
filings with the SEC and various state Blue Sky authorities; supply supporting
documentation for meetings of the Board of Trustees; and provide monitoring
reports and assistance regarding compliance with federal and state securities
laws.
Pursuant to the Fund Administration and Accounting Agreement, the Trust on
behalf of the Funds has agreed to indemnify the Administrator for certain
liabilities, including certain liabilities arising under the federal securities
laws, unless such loss or liability results from negligence or willful
misconduct in the performance of its duties.
Pursuant to the Fund Administration and Accounting Agreement between BBH
and the Trust, each Fund has agreed to pay such compensation as is mutually
agreed from time to time and such out-of-pocket expenses as incurred by BBH in
the performance of its duties. This fee is subject to reduction for assets over
$1 billion. The Funds have not paid any fees to BBH under the Fund
Administration and Accounting Agreement, as the Advisor has assumed
responsibility for payment of these fees as part of the unitary management fee.
CUSTODIAN, TRANSFER AGENT, FUND ACCOUNTING AGENT, DISTRIBUTOR, INDEX
PROVIDER AND EXCHANGE
Custodian, Transfer Agent and Accounting Agent. BBH, as custodian for the
Funds pursuant to a Custody Agreement, holds each Fund's assets which may be
held through U.S. and non-U.S. sub-custodians and depositories. BBH also serves
as transfer agent of the Funds pursuant to an Administrative Agency Agreement.
As the Funds' accounting agent, BBH calculates the net asset value of shares and
calculates net income and realized capital gains or losses. BBH may be
reimbursed by the Funds for its out-of-pocket expenses.
Distributor. First Trust Portfolios L.P., an affiliate of First Trust, is
the distributor ("FTP" or the "Distributor") and principal underwriter of the
shares of the Funds. Its principal address is 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187. The Distributor has entered into a Distribution
Agreement with the Trust pursuant to which it distributes Fund shares. Shares
are continuously offered for sale by the Funds through the Distributor only in
Creation Unit Aggregations, as described below under the heading "Creation and
Redemption of Creation Unit Aggregations."
First Trust may, from time to time and from its own resources, pay, defray
or absorb costs relating to distribution, including payments out of its own
resources to the Distributor, or to otherwise promote the sale of shares. First
Trust's available resources to make these payments include profits from advisory
- 42 -
fees received from the Funds. The services First Trust may pay for include, but
are not limited to, advertising and attaining access to certain conferences and
seminars, as well as being presented with the opportunity to address investors
and industry professionals through speeches and written marketing materials.
Since the inception of the Funds, there have been no underwriting
commissions with respect to the sale of Fund shares, and First Trust Portfolios
L.P. did not receive compensation on redemptions for the Funds for that period.
12b-1 Plan. The Trust has adopted a Plan of Distribution pursuant to
Rule 12b-1 under the 1940 Act(the "Plan") pursuant to which the Funds may
reimburse the Distributor up to a maximum annual rate of 0.25% of their average
daily net assets.
Under the Plan and as required by Rule 12b-1, the Trustees will receive
and review after the end of each calendar quarter a written report provided by
the Distributor of the amounts expended under the Plan and the purpose for which
such expenditures were made. With the exception of the Distributor and its
affiliates, no "interested person" of the Trust (as that term is defined in the
1940 Act) and no Trustee of the Trust has a direct or indirect financial
interest in the operation of the Plan or any related agreement.
No fee is currently paid by a Fund under the Plan, and pursuant to a
contractual agreement, the Funds will not pay 12b-1 fees any time before
February 28, 2015.
Aggregations. Fund shares in less than Creation Unit Aggregations are not
distributed by the Distributor. The Distributor will deliver the Prospectus and,
upon request, this SAI to persons purchasing Creation Unit Aggregations and will
maintain records of both orders placed with it and confirmations of acceptance
furnished by it. The Distributor is a broker-dealer registered under the 1934
Act and a member of the Financial Industry Regulatory Authority ("FINRA").
The Distribution Agreement provides that it may be terminated at any time,
without the payment of any penalty, on at least 60 days' written notice by the
Trust to the Distributor (i) by vote of a majority of the Independent Trustees;
or (ii) by vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Funds. The Distribution Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The Distributor may also enter into agreements with participants that
utilize the facilities of the Depository Trust Company (the "DTC Participants"),
which have international, operational, capabilities and place orders for
Creation Unit Aggregations of Fund shares. Participating Parties (as defined in
"Procedures for Creation of Creation Unit Aggregations" below) shall be DTC
Participants (as defined in "DTC Acts as Securities Depository for Fund Shares"
below).
Index Provider. The Index Provider is not affiliated with the Funds, First
Trust Portfolios or First Trust. Each Fund is entitled to use the Index pursuant
- 43 -
to a sublicensing arrangement by and between the Trust, on behalf of the Fund,
and First Trust, which in turn has a license agreement with the Index Provider.
The Funds are not sponsored, endorsed, sold or promoted by The NASDAQ OMX Group,
Inc. or its affiliates (NASDAQ OMX, with its affiliates, are referred to as the
"Corporations"). The Corporations have not passed on the legality or suitability
of, or the accuracy or adequacy of descriptions and disclosures relating to, the
Funds. The Corporations make no representation or warranty, express or implied
to the owners of the Funds or any member of the public regarding the
advisability of investing in securities generally or in the Funds particularly,
or the ability of the NASDAQ Technology Dividend Index, the NASDAQ Multi-Asset
Diversified Income Index or NASDAQ International Multi-Asset Diversified Income
Index to track general stock market performance. The Corporations' only
relationship to First Trust is in the licensing of the NASDAQ(R), OMX(R), NASDAQ
OMX(R), NASDAQ Technology Dividend IndexSM, NASDAQ Multi-Asset Diversified
Income IndexSM and NASDAQ International Multi-Asset Diversified Income IndexSM
registered trademarks, trade names and service marks of the Corporations and the
use of the NASDAQ Technology Dividend Index, the NASDAQ Multi-Asset Diversified
Income Index and the NASDAQ International Multi-Asset Diversified Income Index
which are determined, composed and calculated by NASDAQ OMX without regard to
Licensee or the Funds. NASDAQ OMX has no obligation to take the needs of the
Licensee or the owners of the Funds into consideration in determining, composing
or calculating the NASDAQ Technology Dividend Index, the NASDAQ Multi-Asset
Diversified Income Index or the NASDAQ International Multi-Asset Diversified
Income Index. The Corporations are not responsible for and have not participated
in the determination of the timing of, prices at, or quantities of the Funds to
be issued or in the determination or calculation of the equation by which the
Funds are to be converted into cash. The Corporations have no liability in
connection with the administration, marketing or trading of the Funds.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NASDAQ TECHNOLOGY DIVIDEND INDEX, THE NASDAQ MULTI-ASSET DIVERSIFIED
INCOME INDEX OR THE NASDAQ INTERNATIONAL MULTI-ASSET DIVERSIFIED INCOME INDEX OR
ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FUND, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ TECHNOLOGY DIVIDEND INDEX, THE
NASDAQ MULTI-ASSET DIVERSIFIED INCOME INDEX OR THE NASDAQ INTERNATIONAL
MULTI-ASSET DIVERSIFIED INCOME INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE NASDAQ TECHNOLOGY DIVIDEND INDEX, THE NASDAQ MULTI-ASSET
DIVERSIFIED INCOME INDEX OR THE NASDAQ INTERNATIONAL MULTI-ASSET DIVERSIFIED
INCOME INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
- 44 -
Exchange. The only relationship that NASDAQ(R) has with First Trust or the
Distributor of the Funds in connection with the Funds is that NASDAQ(R) will
list the shares of the Funds and disseminate the intra-day portfolio values that
are calculated by the IPV Calculator pursuant to its listing agreement with the
Trust. NASDAQ(R) is not responsible for and has not participated in the
determination of pricing or the timing of the issuance or sale of the shares of
the Funds or in the determination or calculation of the asset value of the
Funds. NASDAQ(R) has no obligation or liability in connection with the
administration, marketing or trading of the Funds.
ADDITIONAL INFORMATION
Book Entry Only System. The following information supplements and should
be read in conjunction with the Prospectus.
DTC Acts as Securities Depository for Fund Shares. Shares of the Funds are
represented by securities registered in the name of The Depository Trust Company
("DTC") or its nominee, Cede & Co., and deposited with, or on behalf of, DTC.
DTC, a limited-purpose trust company, was created to hold securities of
its participants (the "DTC Participants") and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities,
or certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the New York Stock Exchange (the "NYSE")
and FINRA. Access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (the
"Indirect Participants").
Beneficial ownership of shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in shares (owners of such
beneficial interests are referred to herein as "Beneficial Owners") is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of
shares.
Conveyance of all notices, statements and other communications to
Beneficial Owners is effected as follows. Pursuant to a letter agreement between
DTC and the Trust, DTC is required to make available to the Trust upon request
and for a fee to be charged to the Trust a listing of the shares of the Funds
held by each DTC Participant. The Trust shall inquire of each such DTC
Participant as to the number of Beneficial Owners holding shares, directly or
indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement or other communication, in
such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be
- 45 -
transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Trust shall pay to each such DTC Participants a fair
and reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.
Fund distributions shall be made to DTC or its nominee, as the registered
holder of all Fund shares. DTC or its nominee, upon receipt of any such
distributions, shall immediately credit DTC Participants' accounts with payments
in amounts proportionate to their respective beneficial interests in shares of
the Funds as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspect of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such shares, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, or for
any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to shares
at any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action to find a replacement for DTC to
perform its functions at a comparable cost.
PROXY VOTING POLICIES AND PROCEDURES
The Trust has adopted a proxy voting policy that seeks to ensure that
proxies for securities held by the Funds are voted consistently with the best
interests of the Funds.
The Board has delegated to First Trust the proxy voting responsibilities
for the Funds and has directed First Trust to vote proxies consistent with the
Funds' best interests. First Trust has engaged the services of ISS Governance
Services, a division of RiskMetrics Group, Inc. ("ISS"), to make recommendations
to First Trust on the voting of proxies relating to securities held by the
Funds. If First Trust manages the assets of a company or its pension plan and
any of First Trust's clients hold any securities of that company, First Trust
will vote proxies relating to such company's securities in accordance with the
ISS recommendations to avoid any conflict of interest. While these guidelines
are not intended to be all-inclusive, they do provide guidance on First Trust's
general voting policies.
First Trust has adopted the ISS Proxy Voting Guidelines. While these
guidelines are not intended to be all-inclusive, they do provide guidance on
First Trust's general voting policies. The ISS Proxy Voting Guidelines are
attached hereto as Exhibit B.
- 46 -
Quarterly Portfolio Schedule. The Trust is required to disclose, after its
first and third fiscal quarters, the complete schedule of the Funds' portfolio
holdings with the SEC on Form N-Q. Forms N-Q for the Trust are available on the
SEC's website at http://www.sec.gov. The Funds' Forms N-Q may also be reviewed
and copied at the SEC's Public Reference Room in Washington, D.C. and
information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330. The Trust's Forms N-Q are available without charge, upon
request, by calling (800) 621-1675 or by writing to First Trust Portfolios L.P.,
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
Policy Regarding Disclosure of Portfolio Holdings. The Trust has adopted a
policy regarding the disclosure of information about each Fund's portfolio
holdings. The Board of Trustees must approve all material amendments to this
policy. Each Fund's portfolio holdings are publicly disseminated each day the
Fund is open for business through financial reporting and news services,
including publicly accessible Internet websites. In addition, a basket
composition file, which includes the security names and share quantities to
deliver in exchange for Fund shares, together with estimates and actual cash
components, is publicly disseminated each day the NYSE is open for trading via
the National Securities Clearing Corporation ("NSCC"). The basket represents one
Creation Unit of a Fund. Each Fund's portfolio holdings are also available on
the Funds' website at http://www.ftportfolios.com. The Trust, First Trust, FTP
and BBH will not disseminate non-public information concerning the Trust.
Codes of Ethics. In order to mitigate the possibility that the Funds will
be adversely affected by personal trading, the Trust, First Trust and the
Distributor have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These
Codes of Ethics contain policies restricting securities trading in personal
accounts of the officers, Trustees and others who normally come into possession
of information on portfolio transactions. Personnel subject to the Codes of
Ethics may invest in securities that may be purchased or held by the Funds;
however, the Codes of Ethics require that each transaction in such securities be
reviewed by the CCO or his or her designee. These Codes of Ethics are on public
file with, and are available from, the SEC.
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
Creation. The Trust issues and sells shares of the Funds only in Creation
Unit Aggregations on a continuous basis through the Distributor, without a sales
load, at their net asset values next determined after receipt, on any Business
Day (as defined below), of an order in proper form.
A "Business Day" is any day on which the NYSE is open for business. As of
the date of this SAI, the NYSE observes the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Deposit of Securities and Deposit or Delivery of Cash. The consideration
for purchase of Creation Unit Aggregations of a Fund may consist of (i) cash in
lieu of all or a portion of the Deposit Securities, as defined below; and/or
(ii) a designated portfolio of equity securities determined by First Trust--the
"Deposit Securities"--per each Creation Unit Aggregation constituting a
- 47 -
substantial replication of the stocks included in the underlying index and
generally an amount of cash--the "Cash Component"--computed as described below.
Together, the Deposit Securities and the Cash Component (including the cash in
lieu amount) constitute the "Fund Deposit," which represents the minimum initial
and subsequent investment amount for a Creation Unit Aggregation of a Fund.
The Cash Component is sometimes also referred to as the Balancing Amount.
The Cash Component serves the function of compensating for any differences
between the net asset value per Creation Unit Aggregation and the Deposit Amount
(as defined below). The Cash Component is an amount equal to the difference
between the net asset value of Fund shares (per Creation Unit Aggregation) and
the "Deposit Amount"--an amount equal to the market value of the Deposit
Securities and/or cash in lieu of all or a portion of the Deposit Securities. If
the Cash Component is a positive number (i.e., the net asset value per Creation
Unit Aggregation exceeds the Deposit Amount), the creator will deliver the Cash
Component. If the Cash Component is a negative number (i.e., the net asset value
per Creation Unit Aggregation is less than the Deposit Amount), the creator will
receive the Cash Component.
The Custodian, through the NSCC (discussed below), makes available on each
Business Day, prior to the opening of business of the NYSE (currently 9:30 a.m.,
Eastern Time), the list of the names and the required number of shares of each
Deposit Security to be included in the current Fund Deposit (based on
information at the end of the previous Business Day) for a Fund.
Such Fund Deposit is applicable, subject to any adjustments as described
below, in order to effect creations of Creation Unit Aggregations of a Fund
until such time as the next-announced composition of the Deposit Securities is
made available.
The identity and number of shares of the Deposit Securities required for a
Fund Deposit for a Fund changes as rebalancing adjustments and corporate action
events are reflected within a Fund from time to time by First Trust with a view
to the investment objective(s) of the Fund. The composition of the Deposit
Securities may also change in response to adjustments to the weighting or
composition of the component stocks of the underlying index. In addition, the
Trust reserves the right to permit or require the substitution of an amount of
cash--i.e., a "cash in lieu" amount--to be added to the Cash Component to
replace any Deposit Security that may not be available, that may not be
available in sufficient quantity for delivery or which might not be eligible for
trading by an AP or the investor for which it is acting or other relevant
reason. The adjustments described above will reflect changes known to First
Trust on the date of announcement to be in effect by the time of delivery of the
Fund Deposit, in the composition of the underlying index or resulting from
certain corporate actions.
In addition to the list of names and numbers of securities constituting
the current Deposit Securities of a Fund Deposit, the Custodian, through the
NSCC, also makes available on each Business Day, the estimated Cash Component,
effective through and including the previous Business Day, per outstanding
Creation Unit Aggregation of a Fund.
Procedures for Creation of Creation Unit Aggregations. In order to be
eligible to place orders with the Distributor and to create a Creation Unit
Aggregation of a Fund, an entity must be a DTC Participant (see the Book Entry
- 48 -
Only System section), and must have executed an agreement with the Distributor
and transfer agent, with respect to creations and redemptions of Creation Unit
Aggregations ("Participant Agreement") (discussed below), and have international
operational capabilities. A DTC Participant is also referred to as an AP.
Investors should contact the Distributor for the names of APs that have signed a
Participant Agreement. All Fund shares, however created, will be entered on the
records of DTC in the name of Cede & Co. for the account of a DTC Participant.
All orders to create Creation Unit Aggregations must be received by the
transfer agent no later than the closing time of the regular trading session on
the NYSE ("Closing Time") (ordinarily 4:00 p.m., Eastern Time) in each case on
the date such order is placed in order for creation of Creation Unit
Aggregations to be effected based on the net asset value of shares of a Fund as
next determined on such date after receipt of the order in proper form. In the
case of custom orders, the order must be received by the transfer agent no later
than 3:00 p.m. Eastern Time on the trade date. A custom order may be placed by
an AP in the event that the Trust permits or requires the substitution of an
amount of cash to be added to the Cash Component to replace any Deposit Security
which may not be available in sufficient quantity for delivery or which may not
be eligible for trading by such AP or the investor for which it is acting or
other relevant reason. The date on which an order to create Creation Unit
Aggregations (or an order to redeem Creation Unit Aggregations, as discussed
below) is placed is referred to as the "Transmittal Date." Orders must be
transmitted by an AP by telephone or other transmission method acceptable to the
transfer agent pursuant to procedures set forth in the Participant Agreement.
Severe economic or market disruptions or changes, or telephone or other
communication failure may impede the ability to reach the transfer agent or an
AP.
All orders from investors who are not APs to create Creation Unit
Aggregations shall be placed with an AP, as applicable, in the form required by
such AP. In addition, the AP may request the investor to make certain
representations or enter into agreements with respect to the order, e.g., to
provide for payments of cash, when required. Investors should be aware that
their particular broker may not have executed a Participant Agreement and that,
therefore, orders to create Creation Unit Aggregations of a Fund have to be
placed by the investor's broker through an AP that has executed a Participant
Agreement. In such cases there may be additional charges to such investor. At
any given time, there may be only a limited number of broker-dealers that have
executed a Participant Agreement. Those persons placing orders should ascertain
the deadlines applicable to DTC and the Federal Reserve Bank wire system by
contacting the operations department of the broker or depository institution
effectuating such transfer of Deposit Securities and Cash Component.
Placement of Creation Orders. In order to purchase Creation Units of a
Fund, an AP must submit an order to purchase for one or more Creation Units. All
such orders must be received by a Fund's transfer agent in proper form no later
than the close of regular trading on the NYSE (ordinarily 4:00 p.m. Eastern
Time) in order to receive that day's closing net asset value per share. Orders
must be placed in proper form by or through an AP, which is a DTC Participant,
i.e., a subcustodian of the Trust. Deposit Securities must be delivered to the
Trust through DTC or NSCC, and Deposit Securities which are non-U.S. securities
must be delivered to an account maintained at the applicable local subcustodian
- 49 -
of the Trust on or before the International Contractual Settlement Date, as
defined below. If a Deposit Security is an ADR or similar domestic instrument,
it may be delivered to the Custodian. The AP must also pay on or before the
International Contractual Settlement Date immediately available or same-day
funds estimated by the Trust to be sufficient to pay the Cash Component next
determined after acceptance of the creation order, together with the applicable
Creation Transaction Fee and additional variable amounts, as described below.
The "International Contractual Settlement Date" is the earlier of (i) the date
upon which all of the required Deposit Securities, the Cash Component and any
other cash amounts which may be due are delivered to a Fund; or (ii) the latest
day for settlement on the customary settlement cycle in the jurisdiction(s)
where any of the securities of such Fund are customarily traded. A custom order
may be placed by an AP in the event that a Fund permits or requires the
substitution of an amount of cash to be added to the Cash Component (if
applicable) to replace any Deposit Security which may not be available in
sufficient quantity for delivery or which may not be eligible for trading by
such AP or the investor for which it is acting or any other relevant reason.
The AP must also make available no later than 2:00 p.m., Eastern Time, on
the International Contractual Settlement Date, by means satisfactory to the
Trust, immediately-available or same-day funds estimated by the Trust to be
sufficient to pay the Cash Component next determined after acceptance of the
purchase order, together with the applicable purchase transaction fee. Any
excess funds will be returned following settlement of the issue of the Creation
Unit Aggregation.
A Creation Unit Aggregation will not be issued until the transfer of good
title to the Trust of the portfolio of Deposit Securities, the payment of the
Cash Component, the payment of any other cash amounts and the Creation
Transaction Fee (as defined below) have been completed. When the required
Deposit Securities which are U.S. securities have been delivered to the Trust
through DTC or NSCC, and Deposit Securities which are non-U.S. securities have
been delivered to the Custodian and each relevant subcustodian confirms to the
Custodian that the required Deposit Securities which are non-U.S. securities
(or, when permitted in the sole discretion of Trust, the cash in lieu thereof)
have been delivered to the account of the relevant subcustodian, the Custodian
shall notify the Distributor and the transfer agent which, acting on behalf of
the Trust, will issue and cause the delivery of the Creation Unit Aggregations.
The Trust may in its sole discretion permit or require the substitution of an
amount of cash (i.e., a "cash in lieu" amount) to be added to the Cash Component
to replace any Deposit Security which may not be available in sufficient
quantity for delivery or for other relevant reasons. If the Distributor, acting
on behalf of the Trust, determines that a "cash in lieu" amount will be
accepted, the Distributor will notify the AP and the transfer agent, and the AP
shall deliver, on behalf of itself or the party on whose behalf it is acting,
the "cash in lieu" amount, with any appropriate adjustments as advised by the
Trust as discussed below.
In the event that an order for a Creation Unit is incomplete on the
International Contractual Settlement Date because certain or all of the Deposit
Securities are missing, the Trust may issue a Creation Unit notwithstanding such
deficiency in reliance on the undertaking of the AP to deliver the missing
Deposit Securities as soon as possible, which undertaking shall be secured by an
additional cash deposit (described below) with respect to the undelivered
Deposit Securities. The Trust may permit, in its discretion, the AP to
- 50 -
substitute a different security in lieu of depositing some or all of the Deposit
Securities. Substitution of cash or a different security might be permitted or
required, for example, because one or more Deposit Securities may be unavailable
in the quantity needed or may not be eligible for trading by the AP due to local
trading restrictions or other restrictions.
To the extent contemplated by the applicable Participant Agreement,
Creation Unit Aggregations of the Funds will be issued to such AP
notwithstanding the fact that the corresponding Fund Deposits have not been
received in part or in whole, in reliance on the undertaking of the AP to
deliver the missing Deposit Securities as soon as possible, which undertaking
shall be secured by such AP's delivery and maintenance of collateral consisting
of cash in the form of U.S. dollars in immediately available funds having a
value (marked to market daily) at least equal to 115% which First Trust may
change from time to time of the value of the missing Deposit Securities. Such
cash collateral must be delivered no later than 2:00 p.m., Eastern Time, on the
contractual settlement date. The Participant Agreement will permit the Funds to
buy the missing Deposit Securities at any time and will subject the AP to
liability for any shortfall between the cost to the Trust of purchasing such
securities and the value of the collateral.
Acceptance of Orders for Creation Unit Aggregations. The Trust reserves
the absolute right to reject a creation order transmitted to it by the
Distributor with respect to a Fund if: (i) the order is not in proper form; (ii)
the investor(s), upon obtaining the Fund shares ordered, would own 80% or more
of the currently outstanding shares of the Fund; (iii) the Deposit Securities
delivered are not as disseminated for that date by the Custodian, as described
above; (iv) acceptance of the Deposit Securities would have certain adverse tax
consequences to the Fund; (v) acceptance of the Fund Deposit would, in the
opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would
otherwise, in the discretion of the Trust or First Trust, have an adverse effect
on the Fund or the rights of Beneficial Owners; or (vii) in the event that
circumstances outside the control of the Trust, the Custodian, the Distributor
and First Trust make it for all practical purposes impossible to process
creation orders. Examples of such circumstances include acts of God; public
service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting in telephone, telecopy and computer failures; market
conditions or activities causing trading halts; systems failures involving
computer or other information systems affecting the Trust, First Trust, the
Distributor, DTC, NSCC, the Custodian or sub-custodian or any other participant
in the creation process, and similar extraordinary events. In addition, an order
may be rejected for practical reasons such as the imposition by a foreign
government or a regulatory body of controls, or other monetary, currency or
trading restrictions that directly affect the portfolio securities held or
systems failures involving computer or other information systems affecting any
relevant sub-custodian. The Distributor shall notify a prospective creator of a
Creation Unit and/or the AP acting on behalf of such prospective creator of its
rejection of the order of such person. The Trust, the Custodian, any
sub-custodian and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits,
nor shall any of them incur any liability for the failure to give any such
notification.
- 51 -
All questions as to the number of shares of each security in the Deposit
Securities and the validity, form, eligibility, and acceptance for deposit of
any securities to be delivered shall be determined by the Trust, and the Trust's
determination shall be final and binding.
Creation Transaction Fee. Purchasers of Creation Units must pay a creation
transaction fee (the "Creation Transaction Fee") that is currently $500 for the
First Trust NASDAQ Technology Dividend Index Fund, $1,000 for the Multi-Asset
Diversified Income Index Fund and $3,400 for the International Multi-Asset
Diversified Income Index Fund. The Creation Transaction Fee is applicable to
each purchase transaction regardless of the number of Creation Units purchased
in the transaction. The Creation Transaction Fee may vary and is based on the
composition of the securities included in a Fund's portfolio and the countries
in which the transactions are settled. The Creation Transaction Fee may increase
or decrease as a Fund's portfolio is adjusted to conform to changes in the
composition of the Index. The price for each Creation Unit will equal the daily
net asset value per share times the number of shares in a Creation Unit plus the
fees described above and, if applicable, any operational processing and
brokerage costs, transfer fees or stamp taxes. When a Fund permits an AP to
substitute cash or a different security in lieu of depositing one or more of the
requisite Deposit Securities, the AP may also be assessed an amount to cover the
cost of purchasing the Deposit Securities and/or disposing of the substituted
securities, including operational processing and brokerage costs, transfer fees,
stamp taxes, and part or all of the spread between the expected bid and offer
side of the market related to such Deposit Securities and/or substitute
securities.
As discussed above, shares of a Fund may be issued in advance of receipt
of all Deposit Securities subject to various conditions including a requirement
to maintain on deposit with the Fund cash at least equal to 115% of the market
value of the missing Deposit Securities.
Redemption of Fund Shares In Creation Unit Aggregations. Fund shares may
be redeemed only in Creation Unit Aggregations at their net asset value next
determined after receipt of a redemption request in proper form by a Fund
through the transfer agent and only on a Business Day. A Fund will not redeem
shares in amounts less than Creation Unit Aggregations. Beneficial Owners must
accumulate enough shares in the secondary market to constitute a Creation Unit
Aggregation in order to have such shares redeemed by the Trust. There can be no
assurance, however, that there will be sufficient liquidity in the public
trading market at any time to permit assembly of a Creation Unit Aggregation.
Investors should expect to incur customary brokerage and other costs in
connection with assembling a sufficient number of Fund shares to constitute a
redeemable Creation Unit Aggregation. A redeeming beneficial owner must maintain
appropriate security arrangements with a broker-dealer, bank or other custody
provider in each jurisdiction in which any of the portfolio securities are
customarily traded. If such arrangements cannot be made, or it is not possible
to effect deliveries of the portfolio securities in a particular jurisdiction or
under certain other circumstances (for example, holders may incur unfavorable
tax treatment in some countries if they are entitled to receive "in-kind"
redemption proceeds), Fund shares may be redeemed for cash at the discretion of
First Trust.
With respect to the Funds, the Custodian, through the NSCC, makes
available prior to the opening of business on the NYSE (currently 9:30 a.m.
Eastern Time) on each Business Day, the identity of the Fund Securities (as
defined below) that will be applicable (subject to possible amendment or
- 52 -
correction) to redemption requests received in proper form (as described below)
on that day. Fund Securities (as defined below) received on redemption may not
be identical to Deposit Securities that are applicable to creations of Creation
Unit Aggregations.
Unless cash redemptions are available or specified for a Fund, the
redemption proceeds for a Creation Unit Aggregation generally consist of a
portfolio of securities ("Fund Securities")--as announced on the Business Day of
the request for redemption received in proper form--plus or minus cash in an
amount equal to the difference between the net asset value of the Fund shares
being redeemed, as next determined after a receipt of a request in proper form,
and the value of the Fund Securities (the "Cash Redemption Amount"), less the
applicable Redemption Transaction Fee as listed below and, if applicable, any
operational processing and brokerage costs, transfer fees or stamp taxes. In the
event that the Fund Securities have a value greater than the net asset value of
the Fund shares, a compensating cash payment equal to the difference plus, the
applicable Redemption Transaction Fee and, if applicable, any operational
processing and brokerage costs, transfer fees or stamp taxes is required to be
made by or through an AP by the redeeming shareholder.
The right of redemption may be suspended or the date of payment postponed
(i) for any period during which the NYSE is closed (other than customary weekend
and holiday closings); (ii) for any period during which trading on the NYSE is
suspended or restricted; (iii) for any period during which an emergency exists
as a result of which disposal of the shares of a Fund or determination of the
Fund's net asset value is not reasonably practicable; or (iv) in such other
circumstances as are permitted by the SEC.
Redemption Transaction Fee. Parties redeeming Creation Units must pay a
redemption transaction fee (the "Redemption Transaction Fee") that is currently
$500 for the First Trust NASDAQ Technology Dividend Index Fund, $1,000 for the
Multi-Asset Diversified Income Index Fund and $3,400 for the International
Multi-Asset Diversified Income Index Fund. The Redemption Transaction Fee is
applicable to each redemption transaction regardless of the number of Creation
Units redeemed in the transaction. The Redemption Transaction Fee may vary and
is based on the composition of the securities included in a Fund's portfolio and
the countries in which the transactions are settled. The Redemption Transaction
Fee may increase or decrease as a Fund's portfolio is adjusted to conform to
changes in the composition of the Index. The Funds reserve the right to effect
redemptions in cash. A shareholder may request a cash redemption in lieu of
securities; however, a Fund may, in its discretion, reject any such request.
Investors will also bear the costs of transferring the Fund Securities from the
Trust to their account or on their order. Investors who use the services of a
broker or other such intermediary in addition to an AP to effect a redemption of
a Creation Unit Aggregation may be charged an additional fee for such services.
Placement of Redemption Orders. Orders to redeem Creation Unit
Aggregations must be delivered through an AP that has executed a Participant
Agreement. Investors other than APs are responsible for making arrangements for
a redemption request to be made through an AP. An order to redeem Creation Unit
Aggregations of a Fund is deemed received by the Trust on the Transmittal Date
if: (i) such order is received by BBH (in its capacity as transfer agent) not
later than the Closing Time on the Transmittal Date; (ii) such order is
- 53 -
accompanied or followed by the requisite number of shares of the Fund specified
in such order, which delivery must be made through DTC to BBH; and (iii) all
other procedures set forth in the Participant Agreement are properly followed.
Deliveries of Fund Securities to investors are generally expected to be
made within three Business Days. Due to the schedule of holidays in certain
countries, however, the delivery of in-kind redemption proceeds for the
International Multi-Asset Diversified Income Index Fund may take longer than
three Business Days after the day on which the redemption request is received in
proper form. In such cases, the local market settlement procedures will not
commence until the end of the local holiday periods. See below for a list of the
local holidays in the foreign countries relevant to the Fund. Under the 1940
Act, the International Multi-Asset Diversified Income Index Fund would generally
be required to make payment of redemption proceeds within seven days after a
security is tendered for redemption. However, because the settlement of
redemptions of Fund shares is contingent not only on the settlement cycle of the
United States securities markets, but also on delivery cycles of foreign
markets, pursuant to an exemptive order on which the Fund may rely, the Fund's
in-kind redemption proceeds must be paid within the maximum number of calendar
days required for such payment or satisfaction in the principal local foreign
markets where transactions in portfolio securities customarily clear and settle,
but generally no later than 12 calendar days following tender of a Creation Unit
Aggregation.
In connection with taking delivery of shares of Fund Securities upon
redemption of shares of the Fund, a redeeming Beneficial Owner, or AP acting on
behalf of such Beneficial Owner must maintain appropriate security arrangements
with a qualified broker-dealer, bank or other custody provider in each
jurisdiction in which any of the Fund Securities are customarily traded, to
which account such Fund Securities will be delivered.
To the extent contemplated by an AP's agreement, in the event the AP has
submitted a redemption request in proper form but is unable to transfer all or
part of the Creation Unit Aggregation to be redeemed to the Funds' transfer
agent, the transfer agent will nonetheless accept the redemption request in
reliance on the undertaking by the AP to deliver the missing shares as soon as
possible. Such undertaking shall be secured by the AP's delivery and maintenance
of collateral consisting of cash having a value (marked to market daily) at
least equal to 115%, which First Trust may change from time to time, of the
value of the missing shares.
The current procedures for collateralization of missing shares require,
among other things, that any cash collateral shall be in the form of U.S.
dollars in immediately available funds and shall be held by BBH and marked to
market daily, and that the fees of BBH and any sub-custodians in respect of the
delivery, maintenance and redelivery of the cash collateral shall be payable by
the AP. If the AP's agreement provides for collateralization, it will permit the
Trust, on behalf of the affected Fund, to purchase the missing shares at any
time and will subject the AP to liability for any shortfall between the cost to
the Trust of purchasing such shares and the value of the collateral.
The calculation of the value of the Fund Securities and the Cash
Redemption Amount to be delivered/received upon redemption will be made by BBH
according to the procedures set forth in this SAI under "Determination of Net
- 54 -
Asset Value" computed on the Business Day on which a redemption order is deemed
received by the Trust. Therefore, if a redemption order in proper form is
submitted to BBH by a DTC Participant not later than Closing Time on the
Transmittal Date, and the requisite number of shares of the relevant Fund are
delivered to BBH prior to the "DTC Cut-Off-Time," then the value of the Fund
Securities and the Cash Redemption Amount to be delivered will be determined by
BBH on such Transmittal Date. If, however, a redemption order is submitted to
BBH by a DTC Participant not later than the Closing Time on the Transmittal Date
but either (i) the requisite number of shares of the relevant Fund are not
delivered by the DTC Cut-Off-Time, as described above, on such Transmittal Date;
or (ii) the redemption order is not submitted in proper form, then the
redemption order will not be deemed received as of the Transmittal Date. In such
case, the value of the Fund Securities and the Cash Redemption Amount to be
delivered/received will be computed on the Business Day that such order is
deemed received by the Trust, i.e., the Business Day on which the shares of the
relevant Fund are delivered through DTC to BBH by the DTC Cut-Off-Time on such
Business Day pursuant to a properly submitted redemption order.
If it is not possible to effect deliveries of the Fund Securities, the
Trust may in its discretion exercise its option to redeem such Fund shares in
cash, and the redeeming Beneficial Owner will be required to receive its
redemption proceeds in cash. In addition, an investor may request a redemption
in cash that a Fund may, in its sole discretion, permit. In either case, the
investor will receive a cash payment equal to the net asset value of its Fund
shares based on the net asset value of shares of the relevant Fund next
determined after the redemption request is received in proper form (minus a
redemption transaction fee and additional charge for requested cash redemptions
specified above, to offset the Trust's brokerage and other transaction costs
associated with the disposition of Fund Securities). A Fund may also, in its
sole discretion, upon request of a shareholder, provide such redeemer a
portfolio of securities that differs from the exact composition of the Fund
Securities, or cash in lieu of some securities added to the Cash Component, but
in no event will the total value of the securities delivered and the cash
transmitted differ from the net asset value.
Redemptions of Fund Shares for Fund Securities will be subject to
compliance with applicable federal and state securities laws and a Fund (whether
or not it otherwise permits cash redemptions) reserves the right to redeem
Creation Unit Aggregations for cash to the extent that the Trust could not
lawfully deliver specific Fund Securities upon redemptions or could not do so
without first registering the Fund Securities under such laws. An AP or an
investor for which it is acting subject to a legal restriction with respect to a
particular stock included in the Fund Securities applicable to the redemption of
a Creation Unit Aggregation may be paid an equivalent amount of cash. The AP may
request the redeeming Beneficial Owner of the Fund shares to complete an order
form or to enter into agreements with respect to such matters as compensating
cash payment, beneficial ownership of shares or delivery instructions.
Because the portfolio securities of a Fund may trade on the relevant
exchange(s) on days that the listing exchange for the Fund is closed or are
otherwise not Business Days for the Fund, shareholders may not be able to redeem
their shares of such Fund, or purchase and sell shares of such Fund on the
listing exchange for the Fund, on days when the net asset value of the Fund
could be significantly affected by events in the relevant foreign markets.
- 55 -
REGULAR HOLIDAYS
The International Multi-Asset Diversified Income Index Fund generally
intends to effect deliveries of Creation Units and securities in its portfolio
on a basis of "T" plus three Business Days (i.e., days on which the NYSE is
open). The Fund may effect deliveries of Creation Units and portfolio securities
on a basis other than "T" plus three in order to accommodate local holiday
schedules, to account for different treatment among non-U.S. and U.S. markets of
dividend record dates and ex-dividend dates, or under certain other
circumstances. The ability of the Trust to effect in-kind creations and
redemptions within three Business Days of receipt of an order in good form is
subject, among other things, to the condition that, within the time period from
the date of the order to the date of delivery of the securities, there are no
days that are holidays in the applicable foreign market. For every occurrence of
one or more intervening holidays in the applicable non-U.S. market that are not
holidays observed in the U.S. equity market, the redemption settlement cycle
will be extended by the number of such intervening holidays. In addition to
holidays, other unforeseeable closings in a non-U.S. market due to emergencies
may also prevent the Trust from delivering securities within the normal
settlement period.
The longest redemption cycle for the International Multi-Asset Diversified
Income Index Fund is a function of the longest redemption cycle among the
countries whose securities comprise the Fund. The securities delivery cycles
currently practicable for transferring portfolio securities to redeeming
investors, coupled with non-U.S. market holiday schedules, will require a
delivery process longer than seven calendar days for the Fund in certain
circumstances. It is not expected, however, that the Fund will take more than
twelve calendar days from the date of the tender to deliver the redemption
proceeds. The holidays applicable to the Fund during such periods are listed
below. Certain holidays may occur on different dates in subsequent years. The
proclamation of new holidays, the treatment by market participants of certain
days as "informal holidays" (e.g., days on which no or limited securities
transactions occur, as a result of substantially shortened trading hours), the
elimination of existing holidays, or changes in local securities delivery
practices, could affect the information set forth herein at some time in the
future.
The dates of the regular holidays affecting the relevant securities
markets from February 1, 2014 through February 1, 2015 of the below-listed
countries are as follows:
- 56 -
ARGENTINA AUSTRALIA AUSTRIA BELGIUM
--------- --------- ------- -------
March 3 April 18 April 21 April 21
March 4 April 25 May 1 May 1
March 24 December 25 May 29 May 29
April 2 December 26 June 9 June 9
April 18 January 1 June 19 July 21
May 1 January 26 August 15 August 15
May 2 December 8 November 11
June 20 December 25 December 25
July 9 December 26 January 1
August 18 January 1
October 13 January 6
November 24
December 8
December 25
December 26
January 1
BRAZIL CANADA CHILE CHINA
------ ------ ----- -----
February 17 April 18 April 18 April 7
February 18 May 19 May 1 May 1
March 29 July 1 May 21 May 2
May 1 September 1 July 16 June 2
May 30 October 13 August 15 September 8
November 15 December 25 September 18 October 1
December 25 December 26 September 19 October 2
December 31 January 1 October 31 October 3
January 1 December 8 January 1
December 25
January 1
|
- 57 -
DENMARK FINLAND FRANCE GERMANY
------- ------- ------ -------
April 17 April 18 April 21 March 5
April 18 April 21 May 1 April 17
April 21 May 1 May 8 April 18
May 16 May 29 May 29 April 21
May 29 December 25 June 9 May 1
June 9 December 26 July 14 May 29
December 25 January 1 August 15 June 9
December 26 January 6 November 11 October 3
January 1 December 25 December 24
January 1 December 25
December 26
January 1
GREECE HONG KONG INDIA IRELAND
------ --------- ----- -------
March 3 February 3 February 4 March 17
March 25 April 18 February 14 April 21
April 18 April 21 February 19 May 5
April 21 May 1 February 24 June 2
May 1 May 6 February 27 August 4
June 9 July 1 March 31 October 27
August 15 September 9 April 8 December 25
October 28 October 1 April 14 December 26
December 25 October 2 April 15 January 1
December 26 December 25 April 18
January 1 December 26 May 9
January 6 January 1 May 13
May 14
July 25
August 15
August 18
August 29
October 1
October 2
October 3
October 22
October 23
October 24
October 29
November 4
November 6
November 24
December 24
December 25
January 1
|
- 58 -
ISRAEL ITALY JAPAN MALAYSIA
------ ----- ----- --------
April 15 April 21 February 11 May 1
April 21 April 25 March 21 May 13
May 5 May 1 April 29 July 28
May 6 June 2 May 5 July 29
June 4 August 15 May 6 August 8
August 5 December 8 July 21 August 9
September 25 December 25 September 15 September 1
September 26 December 26 September 23 September 16
October 9 January 1 October 13 October 6
October 17 November 3 October 23
December 17 November 24 November 5
December 23 December 25
January 1 January 1
January 12
MEXICO NEW ZEALAND NETHERLANDS NORWAY
------ ----------- ----------- ------
February 3 February 6 April 18 April 17
March 17 April 18 April 21 April 18
April 17 April 21 May 5 April 21
April 18 April 25 May 29 May 1
May 1 June 2 June 9 May 29
September 16 October 27 December 25 June 9
November 17 December 25 December 26 December 25
December 25 December 26 January 1 December 26
January 1 January 1 January 1
January 2
PORTUGAL SINGAPORE SOUTH AFRICA SOUTH KOREA
-------- --------- ------------ -----------
April 18 April 18 March 21 May 6
April 25 May 1 April 18 June 6
May 1 May 13 April 21 August 15
June 10 July 28 April 28 September 8
August 15 October 23 May 1 September 9
December 8 December 25 June 16 October 3
December 25 January 1 September 24 October 9
January 1 December 16 December 25
December 25 January 1
December 26
January 1
|
- 59 -
SPAIN SWEDEN SWITZERLAND TAIWAN
----- ------ ----------- ------
April 18 April 18 March 19 February 3
May 1 April 21 April 18 February 4
August 15 May 1 April 21 February 28
October 13 May 29 May 1 April 4
December 8 June 6 May 29 May 1
December 25 December 25 June 9 June 2
January 1 December 26 June 19 September 8
January 6 January 1 August 1 October 10
January 6 August 15 January 1
September 11
December 8
December 25
December 26
January 1
January 2
THAILAND UNITED KINGDOM UNITED STATES
-------- -------------- -------------
February 14 April 18 February 17
April 7 May 5 May 26
April 14 May 26 July 4
April 15 December 25 September 1
April 16 December 26 October 13
May 1 January 1 November 11
May 9 November 27
May 13 December 25
July 11 January 1
August 12 January 19
October 23
December 5
December 10
December 31
January 1
|
FEDERAL TAX MATTERS
This section summarizes some of the main U.S. federal income tax
consequences of owning shares of a Fund. This section is current as of the date
of the Prospectus. Tax laws and interpretations change frequently, and these
summaries do not describe all of the tax consequences to all taxpayers. For
example, these summaries generally do not describe your situation if you are a
corporation, a non-U.S. person, a broker-dealer, or other investor with special
circumstances. In addition, this section does not describe your state, local or
foreign tax consequences.
- 60 -
This federal income tax summary is based in part on the advice of counsel
to the Funds. The Internal Revenue Service could disagree with any conclusions
set forth in this section. In addition, our counsel was not asked to review, and
has not reached a conclusion with respect to the federal income tax treatment of
the assets to be deposited in the Funds. This may not be sufficient for
prospective investors to use for the purpose of avoiding penalties under federal
tax law.
As with any investment, prospective investors should seek advice based on
their individual circumstances from their own tax advisor.
Each Fund intends to qualify annually and to elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code").
To qualify for the favorable U.S. federal income tax treatment generally
accorded to regulated investment companies, each Fund must, among other things,
(a) derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of stock, securities or foreign currencies or other income
derived with respect to its business of investing in such stock, securities or
currencies, or net income derived from interests in certain publicly traded
partnerships; (b) diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the market value of each Fund's assets is
represented by cash and cash items (including receivables), U.S. government
securities, the securities of other regulated investment companies and other
securities, with such other securities of any one issuer generally limited for
the purposes of this calculation to an amount not greater than 5% of the value
of each Fund's total assets and not greater than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities (other than U.S. government securities or
the securities of other regulated investment companies) of any one issuer, or
two or more issuers which a Fund controls which are engaged in the same, similar
or related trades or businesses, or the securities of one or more of certain
publicly traded partnerships; and (c) distribute at least 90% of its investment
company taxable income (which includes, among other items, dividends, interest
and net short-term capital gains in excess of net long-term capital losses) and
at least 90% of its net tax-exempt interest income each taxable year. There are
certain exceptions for failure to qualify if the failure is for reasonable cause
or is de minimis, and certain corrective action is taken and certain tax
payments are made by a Fund.
Some of the energy infrastructure companies held by Multi-Asset
Diversified Income Index Fund may be treated as publicly traded partnerships for
U.S. federal income tax purposes. As mentioned above, if the investment in
publicly traded partnerships exceeds 25% of the value of the Fund's total assets
at the end of any quarter in which the Fund is required to test its
diversification, the Fund may not qualify as a RIC unless the Fund takes
corrective measures within 30 days.
As regulated investment companies, the Funds generally will not be subject
to U.S. federal income tax on their investment company taxable income (as that
term is defined in the Code, but without regard to the deduction for dividends
paid) and net capital gain (the excess of net long-term capital gain over net
short-term capital loss), if any, that they distribute to shareholders. Each
- 61 -
Fund intends to distribute to its shareholders, at least annually, substantially
all of its investment company taxable income and net capital gain. If a Fund
retains any net capital gain or investment company taxable income, it will
generally be subject to federal income tax at regular corporate rates on the
amount retained. In addition, amounts not distributed on a timely basis in
accordance with a calendar year distribution requirement are subject to a
nondeductible 4% excise tax unless, generally, each Fund distributes during each
calendar year an amount equal to the sum of (1) at least 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar
year, (2) at least 98.2% of its capital gains in excess of its capital losses
(adjusted for certain ordinary losses) for the one-year period ending October 31
of the calendar year, and (3) any ordinary income and capital gains for previous
years that were not distributed during those years. In order to prevent
application of the excise tax, the Funds intend to make its distributions in
accordance with the calendar year distribution requirement. A distribution will
be treated as paid on December 31 of the current calendar year if it is declared
by a Fund in October, November or December with a record date in such a month
and paid by the Fund during January of the following calendar year. Such
distributions will be taxable to shareholders in the calendar year in which the
distributions are declared, rather than the calendar year in which the
distributions are received.
Subject to certain reasonable cause and de minimis exceptions, if a Fund
failed to qualify as a regulated investment company or failed to satisfy the 90%
distribution requirement in any taxable year, the Fund would be taxed as an
ordinary corporation on its taxable income (even if such income were distributed
to its shareholders) and all distributions out of earnings and profits would be
taxed to shareholders as ordinary income.
DISTRIBUTIONS
Dividends paid out of the Funds' investment company taxable income are
generally taxable to a shareholder as ordinary income to the extent of the
Fund's earnings and profits, whether paid in cash or reinvested in additional
shares. However, certain ordinary income distributions received from a Fund may
be taxed at capital gains tax rates. In particular, ordinary income dividends
received by an individual shareholder from regulated investment companies such
as the Funds are generally taxed at the same rates that apply to net capital
gain, provided that certain holding period requirements are satisfied and
provided the dividends are attributable to qualifying dividends received by each
Fund itself. Dividends received by the Funds from REITs and foreign corporations
are qualifying dividends eligible for this lower tax rate only in certain
circumstances. The Funds will provide notice to its shareholders of the amount
of any distributions that may be taken into account as a dividend which is
eligible for the capital gains tax rates. The Funds cannot make any guarantees
as to the amount of any distribution which will be regarded as a qualifying
dividend.
Under the "Health Care and Education Reconciliation Act of 2010," income
from a Fund may also be subject to a new 3.8% "Medicare tax" imposed for taxable
years beginning after 2012. This tax will generally apply to net investment
income if the taxpayer's adjusted gross income exceeds certain threshold
amounts, which are $250,000 in the case of married couples filing joint returns
and $200,000 in the case of single individuals.
- 62 -
A corporation that owns shares generally will not be entitled to the
dividends received deduction with respect to many dividends received from the
Funds because the dividends received deduction is generally not available for
distributions from regulated investment companies. However, certain ordinary
income dividends on shares that are attributable to qualifying dividends
received by the Funds from certain domestic corporations may be reported by the
Funds as being eligible for the dividends received deduction.
Distributions of net capital gain (the excess of net long-term capital
gain over net short-term capital loss), if any, properly reported as capital
gain dividends are taxable to a shareholder as long-term capital gains,
regardless of how long the shareholder has held Fund shares. Shareholders
receiving distributions in the form of additional shares, rather than cash,
generally will have a cost basis in each such share equal to the value of a
share of a Fund on the reinvestment date. A distribution of an amount in excess
of a Fund's current and accumulated earnings and profits will be treated by a
shareholder as a return of capital which is applied against and reduces the
shareholder's basis in his or her shares. To the extent that the amount of any
such distribution exceeds the shareholder's basis in his or her shares, the
excess will be treated by the shareholder as gain from a sale or exchange of the
shares.
Shareholders will be notified annually as to the U.S. federal income tax
status of distributions, and shareholders receiving distributions in the form of
additional shares will receive a report as to the value of those shares.
SALE OR EXCHANGE OF FUND SHARES
Upon the sale or other disposition of shares of the Funds, which a
shareholder holds as a capital asset, such a shareholder may realize a capital
gain or loss which will be long-term or short-term, depending upon the
shareholder's holding period for the shares. Generally, a shareholder's gain or
loss will be a long-term gain or loss if the shares have been held for more than
one year.
Any loss realized on a sale or exchange will be disallowed to the extent
that shares disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after disposition of shares or to the extent that the shareholder, during
such period, acquires or enters into an option or contract to acquire,
substantially identical stock or securities. In such a case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on a disposition of Fund shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of long-term capital gain received by the
shareholder with respect to such shares.
TAXES ON PURCHASE AND REDEMPTION OF CREATION UNITS
If a shareholder exchanges equity securities for Creation Units the
shareholder will generally recognize a gain or a loss. The gain or loss will be
equal to the difference between the market value of the Creation Units at the
time and the shareholder's aggregate basis in the securities surrendered and the
Cash Component paid. If a shareholder exchanges Creation Units for equity
- 63 -
securities, then the shareholder will generally recognize a gain or loss equal
to the difference between the shareholder's basis in the Creation Units and the
aggregate market value of the securities received and the Cash Redemption
Amount. The Internal Revenue Service, however, may assert that a loss realized
upon an exchange of securities for Creation Units or Creation Units for
securities cannot be deducted currently under the rules governing "wash sales,"
or on the basis that there has been no significant change in economic position.
NATURE OF FUND INVESTMENTS
Certain of the Funds' investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions; (ii) convert lower taxed long-term capital gain into higher taxed
short-term capital gain or ordinary income; (iii) convert an ordinary loss or a
deduction into a capital loss (the deductibility of which is more limited); (iv)
cause the Funds to recognize income or gain without a corresponding receipt of
cash; (v) adversely affect the time as to when a purchase or sale of stock or
securities is deemed to occur; and (vi) adversely alter the characterization of
certain complex financial transactions.
FUTURES CONTRACTS AND OPTIONS
The Funds' transactions in Futures Contracts and options will be subject
to special provisions of the Code that, among other things, may affect the
character of gains and losses realized by the Funds (i.e., may affect whether
gains or losses are ordinary or capital, or short-term or long-term), may
accelerate recognition of income to the Funds and may defer Fund losses. These
rules could, therefore, affect the character, amount and timing of distributions
to shareholders. These provisions also (i) will require the Funds to
mark-to-market certain types of the positions in its portfolio (i.e., treat them
as if they were closed out); and (ii) may cause the Funds to recognize income
without receiving cash with which to make distributions in amounts necessary to
satisfy the 90% distribution requirement for qualifying to be taxed as a
regulated investment company and the distribution requirements for avoiding
excise taxes.
INVESTMENTS IN CERTAIN FOREIGN CORPORATIONS
If a Fund holds an equity interest in any PFICs, which are generally
certain foreign corporations that receive at least 75% of their annual gross
income from passive sources (such as interest, dividends, certain rents and
royalties or capital gains) or that hold at least 50% of their assets in
investments producing such passive income, the Fund could be subject to U.S.
federal income tax and additional interest charges on gains and certain
distributions with respect to those equity interests, even if all the income or
gain is timely distributed to its shareholders. A Fund will not be able to pass
through to its shareholders any credit or deduction for such taxes. A Fund may
be able to make an election that could ameliorate these adverse tax
consequences. In this case, a Fund would recognize as ordinary income any
increase in the value of such PFIC shares, and as ordinary loss any decrease in
such value to the extent it did not exceed prior increases included in income.
Under this election, a Fund might be required to recognize in a year income in
excess of its distributions from PFICs and its proceeds from dispositions of
- 64 -
PFIC stock during that year, and such income would nevertheless be subject to
the distribution requirement and would be taken into account for purposes of the
4% excise tax (described above). Dividends paid by PFICs are not treated as
qualified dividend income.
BACKUP WITHHOLDING
The Funds may be required to withhold U.S. federal income tax from all
taxable distributions and sale proceeds payable to shareholders who fail to
provide the Funds with their correct taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Corporate shareholders and
certain other shareholders specified in the Code generally are exempt from such
backup withholding. This withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's U.S. federal income tax
liability.
NON-U.S. SHAREHOLDERS
U.S. taxation of a shareholder who, as to the United States, is
a nonresident alien individual, a foreign trust or estate, a foreign
corporation or foreign partnership ("non-U.S. shareholder") depends on
whether the income of a Fund is "effectively connected" with a U.S. trade
or business carried on by the shareholder.
In addition to the rules described in this section concerning the
potential imposition of withholding on distributions to non-U.S. persons,
distributions after June 30, 2014, to non-U.S. persons that are "financial
institutions" may be subject to a withholding tax of 30% unless an agreement is
in place between the financial institution and the U.S. Treasury to collect and
disclose information about accounts, equity investments, or debt interests in
the financial institution held by one or more U.S. persons or the institution is
resident in a jurisdiction that has entered into such an agreement with the U.S.
Treasury. For these purpose, a "financial institution" means any entity that (i)
accepts deposits in the ordinary course of a banking or similar business, (ii)
holds financial assets for the account of others as a substantial portion of its
business, or (iii) is engaged (or holds itself out as being engaged) primarily
in the business of investing, reinvesting or trading in securities, partnership
interests, commodities or any interest (including a futures contract or option)
in such securities, partnership interests or commodities. Dispositions of shares
by such persons may be subject to such withholding after December 31, 2016.
Distributions to non-financial non-U.S. entities (other than publicly
traded foreign entities, entities owned by residents of U.S. possessions,
foreign governments, international organizations, or foreign central banks)
after June 30, 2014, will also be subject to a withholding tax of 30% if the
entity does not certify that the entity does not have any substantial U.S.
owners or provide the name, address and TIN of each substantial U.S. owner.
Dispositions of shares by such persons may be subject to such withholding after
December 31, 2016.
Income Not Effectively Connected. If the income from a Fund is not
"effectively connected" with a U.S. trade or business carried on by the non-U.S.
- 65 -
shareholder, distributions of investment company taxable income will generally
be subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally
withheld from such distributions.
Distributions of capital gain dividends and any amounts retained by a Fund
which are properly reported by the Fund as undistributed capital gains will not
be subject to U.S. tax at the rate of 30% (or lower treaty rate) unless the
non-U.S. shareholder is a nonresident alien individual and is physically present
in the United States for more than 182 days during the taxable year and meets
certain other requirements. However, this 30% tax on capital gains of
nonresident alien individuals who are physically present in the United States
for more than the 182 day period only applies in exceptional cases because any
individual present in the United States for more than 182 days during the
taxable year is generally treated as a resident for U.S. income tax purposes; in
that case, he or she would be subject to U.S. income tax on his or her worldwide
income at the, graduated rates applicable to U.S. citizens, rather than the 30%
U.S. tax. In the case of a non-U.S. shareholder who is a nonresident alien
individual, the Funds may be required to withhold U.S. income tax from
distributions of net capital gain unless the non-U.S. shareholder certifies his
or her non-U.S. status under penalties of perjury or otherwise establishes an
exemption. If a non-U.S. shareholder is a nonresident alien individual, any gain
such shareholder realizes upon the sale or exchange of such shareholder's shares
of the Funds in the United States will ordinarily be exempt from U.S. tax unless
the gain is U.S. source income and such shareholder is physically present in the
United States for more than 182 days during the taxable year and meets certain
other requirements.
In the case of dividends with respect to taxable years of a Fund beginning
prior to 2014, distributions from the Trust that are properly reported by the
Fund as an interest-related dividend attributable to certain interest income
received by the Fund or as a short-term capital gain dividend attributable to
certain net short-term capital gain income received by the Fund may not be
subject to U.S. federal income taxes, including withholding taxes when received
by certain foreign investors, provided that the Fund makes certain elections and
certain other conditions are met. In addition, capital gains distributions
attributable to gains from U.S. real property interests (including certain U.S.
real property holding corporations) will generally be subject to United States
withholding tax and will give rise to an obligation on the part of the foreign
shareholder to file a United States tax return.
Income Effectively Connected. If the income from a Fund is "effectively
connected" with a U.S. trade or business carried on by a non-U.S. shareholder,
then distributions of investment company taxable income and capital gain
dividends, any amounts retained by a Fund which are properly reported as
undistributed capital gains and any gains realized upon the sale or exchange of
shares of the Funds will be subject to U.S. income tax at the graduated rates
applicable to U.S. citizens, residents and domestic corporations. Non-U.S.
corporate shareholders may also be subject to the branch profits tax imposed by
the Code. The tax consequences to a non-U.S. shareholder entitled to claim the
benefits of an applicable tax treaty may differ from those described herein.
Non-U.S. shareholders are advised to consult their own tax advisors with respect
to the particular tax consequences to them of an investment in the Funds.
- 66 -
OTHER TAXATION
Fund shareholders may be subject to state, local and foreign taxes on
their Fund distributions. Shareholders are advised to consult their own tax
advisors with respect to the particular tax consequences to them of an
investment in the Funds.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Net Asset Value."
The per share net asset value of a Fund is determined by dividing the
total value of the securities and other assets, less liabilities, by the total
number of shares outstanding. Under normal circumstances, daily calculation of
the net asset value will utilize the last closing price of each security held by
the Fund at the close of the market on which such security is principally
listed. In determining net asset value, portfolio securities for a Fund for
which accurate market quotations are readily available will be valued by the
Fund accounting agent as follows:
(1) Common stocks and other equity securities listed on any
national or foreign exchange other than NASDAQ(R) and the London Stock
Exchange Alternative Investment Market ("AIM") will be valued at the last
sale price on the business day as of which such value is being determined.
Securities listed on NASDAQ(R) or AIM are valued at the official closing
price on the business day as of which such value is being determined. If
there has been no sale on such day, or no official closing price in the
case of securities traded on NASDAQ(R) and AIM, the securities are valued
at the mean of the most recent bid and ask prices on such day. 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) Securities traded in the OTC market are valued at the midpoint
between the bid and asked price, if available, and otherwise at their
closing bid prices.
(3) Exchange-traded options and Futures Contracts will be valued at
the closing price in the market where such contracts are principally
traded. OTC options and Futures Contracts will be valued at the midpoint
between the bid and asked price, if available, and otherwise at their
closing bid prices.
(4) Forward foreign currency exchange contracts which are traded in
the United States on regulated exchanges will be valued by calculating the
mean between the last bid and asked quotations supplied to a pricing
service by certain independent dealers in such contracts.
In addition, the following types of securities will be valued as follows:
- 67 -
(1) Fixed-income securities with a remaining maturity of 60 days or
more will be valued by the fund accounting agent using a pricing service.
When price quotes are not available, fair value is based on prices of
comparable securities.
(2) Fixed-income securities maturing within 60 days are valued by
the Fund accounting agent on an amortized cost basis.
(3) Repurchase agreements will be valued as follows. Overnight
repurchase agreements will be valued at cost. Term repurchase agreements
(i.e., those whose maturity exceeds seven days) will be valued by First
Trust at the average of the bid quotations obtained daily from at least
two recognized dealers.
The value of any portfolio security held by a Fund for which market
quotations are not readily available will be determined by First Trust in a
manner that most fairly reflects fair market value of the security on the
valuation date, based on a consideration of all available information.
Certain securities may not be able to be priced by pre-established pricing
methods. Such securities may be valued by the Board of Trustees or its delegate
at fair value. These securities generally include but are not limited to,
restricted securities (securities which may not be publicly sold without
registration under the 1933 Act) for which a pricing service is unable to
provide a market price; securities whose trading has been formally suspended; a
security whose market price is not available from a pre-established pricing
source; a security with respect to which an event has occurred that is likely to
materially affect the value of the security after the market has closed but
before the calculation of Fund net asset value (as may be the case in foreign
markets on which the security is primarily traded) or make it difficult or
impossible to obtain a reliable market quotation; and a security whose price, as
provided by the pricing service, does not reflect the security's "fair value."
As a general principle, the current "fair value" of an issue of securities would
appear to be the amount that the owner might reasonably expect to receive for
them upon their current sale. A variety of factors may be considered in
determining the fair value of such securities.
Valuing a Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations. Use
of fair value prices and certain current market valuations could result in a
difference between the prices used to calculate a Fund's net asset value and the
prices used by the Index, which, in turn, could result in a difference between a
Fund's performance and the performance of the Index.
Because foreign markets may be open on different days than the days during
which a shareholder may purchase the shares of a Fund, the value of a Fund's
investments may change on the days when shareholders are not able to purchase
the shares of the Fund.
The value of assets denominated in foreign currencies is converted into
U.S. dollars using exchange rates in effect at the time of valuation. Any use of
a different rate from the rates used by the Index may adversely affect a Fund's
ability to track the Index.
- 68 -
A Fund may suspend the right of redemption for the Fund only under the
following unusual circumstances: (i) when the NYSE is closed (other than
weekends and holidays) or trading is restricted; (ii) when trading in the
markets normally utilized is restricted, or when an emergency exists as
determined by the SEC so that disposal of the Fund's investments or
determination of its net assets is not reasonably practicable; or (iii) during
any period when the SEC may permit.
DIVIDENDS AND DISTRIBUTIONS
The following information supplements and should be read in conjunction
with the section in the Prospectus entitled "Dividends, Distributions and
Taxes."
General Policies. Dividends from net investment income of the Funds, if
any, are declared and paid quarterly by First Trust NASDAQ Technology Dividend
Index Fund, monthly by the Multi-Asset Diversified Income Index Fund and monthly
by the International Multi-Asset Diversified Income Index Fund. Distributions of
net realized securities gains, if any, generally are declared and paid once a
year, but the Trust may make distributions on a more frequent basis. The Trust
reserves the right to declare special distributions if, in its reasonable
discretion, such action is necessary or advisable to preserve the status of each
Fund as a regulated investment company or to avoid imposition of income or
excise taxes on undistributed income.
Dividends and other distributions of Fund shares are distributed, as
described below, on a pro rata basis to Beneficial Owners of such shares.
Dividend payments are made through DTC Participants and Indirect Participants to
Beneficial Owners then of record with proceeds received from the Funds.
Dividend Reinvestment Service. No reinvestment service is provided by the
Trust. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by Beneficial Owners of the Funds for reinvestment
of their dividend distributions. Beneficial Owners should contact their brokers
in order to determine the availability and costs of the service and the details
of participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of each Fund purchased in the secondary
market.
MISCELLANEOUS INFORMATION
Counsel. Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois
60603, is counsel to the Trust.
Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 111
South Wacker Drive, Chicago, Illinois 60606, serves as the Funds' independent
registered public accounting firm. The firm audits each Fund's financial
statements and performs other related audit services.
- 69 -
FINANCIAL STATEMENTS
The audited financial statements and notes thereto for the Funds,
contained in the Annual Report to Shareholders dated September 30, 2013, are
incorporated by reference into this Statement of Additional Information and have
been audited by Deloitte & Touche LLP, independent registered public accounting
firm, whose report also appears in the Annual Report and are also incorporated
by reference herein. No other parts of the Annual Report are incorporated by
reference herein. The Annual Report is available without charge by calling (800)
621-1675 or by visiting the SEC's website at http://www.sec.gov.
- 70 -
EXHIBIT A
% OUTSTANDING SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED
First Trust NASDAQ Technology Dividend Index Fund
--------------------------------------------------------------------------------
First Clearing, L.L.C. 17.70%
One North Jefferson Street
St. Louis, Missouri 63103
--------------------------------------------------------------------------------
Morgan Stanley Smith Barney LLC 14.26%
200 Westchester Avenue
Purchase, New York 10577
--------------------------------------------------------------------------------
National Financial Services Corporation 8.86%
200 Liberty Street
New York, New York 10281
--------------------------------------------------------------------------------
UBS Financial Services Inc. 7.97%
480 Washington Boulevard
Jersey City, New Jersey 07310
--------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith Inc. 7.68%
101 Hudson Street, 9th Floor
Jersey City, New Jersey 07302t
--------------------------------------------------------------------------------
Schwab (Charles) & Co., Inc. 6.98%
2423 East Lincoln Drive
Phoenix, Arizona 85016
--------------------------------------------------------------------------------
Raymond James & Associates, Inc. 6.85%
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, Florida 33716
--------------------------------------------------------------------------------
TD Ameritrade Clearing Inc. 5.89%
1005 Ameritrade Place Bellevue, Nebraska 68005
--------------------------------------------------------------------------------
Multi-Asset Diversified Income Index Fund
--------------------------------------------------------------------------------
First Clearing, L.L.C. 19.03%
One North Jefferson Street
St. Louis, Missouri 63103
--------------------------------------------------------------------------------
Morgan Stanley Smith Barney LLC 17.24%
200 Westchester Avenue
Purchase, New York 10577
--------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith Inc. 8.57%
101 Hudson Street, 9th Floor
Jersey City, New Jersey 07302t
--------------------------------------------------------------------------------
UBS Financial Services Inc. 7.55%
480 Washington Boulevard
Jersey City, New Jersey 07310
--------------------------------------------------------------------------------
- 71 -
|
--------------------------------------------------------------------------------
Raymond James & Associates, Inc. 7.06%
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, Florida 33716
--------------------------------------------------------------------------------
Pershing, L.L.C. 5.57%
1 Pershing Plaza,
Jersey City, New Jersey 07399
--------------------------------------------------------------------------------
National Financial Services Corporation 5.46%
200 Liberty Street
New York, New York 10281
--------------------------------------------------------------------------------
Ameriprise Enterprise Investment Services Inc. 5.20%
2178 AXP Financial Center
Minneapolis, Minnesota 55474
--------------------------------------------------------------------------------
International Multi-Asset Diversified Income Index Fund
--------------------------------------------------------------------------------
Deutsche Asset & Wealth Management 27.31%
345 Park Avenue
New York, New York 10154
--------------------------------------------------------------------------------
LPL Financial Corp. 13.96%
9785 Towne Center Drive
San Diego, California 92121
--------------------------------------------------------------------------------
Pershing, L.L.C. 9.19%
1 Pershing Plaza,
Jersey City, New Jersey 07399
--------------------------------------------------------------------------------
First Clearing, L.L.C. 8.84%
One North Jefferson Street
St. Louis, Missouri 63103
--------------------------------------------------------------------------------
Sterne Agee Group, Inc. 6.68%
800 Shades Creek Parkway
Birmingham, Alabama 35209
--------------------------------------------------------------------------------
National Financial Services Corporation 5.96%
200 Liberty Street
New York, New York 10281
--------------------------------------------------------------------------------
Raymond James & Associates, Inc. 5.89%
880 Carilion Parkway, P.O. Box 12749
St. Petersburg, Florida 33716
--------------------------------------------------------------------------------
Robert W. Baird & Co. 5.30%
227 West Monroe Street
Chicago, Illinois 60606
--------------------------------------------------------------------------------
|
- 72 -
APPENDIX B - PROXY VOTING GUIDELINES
2014 U.S. Proxy Voting Concise Guidelines
December 19, 2013
Institutional Shareholder Services Inc.
B-1
ISS' 2014 U.S. Proxy Voting Concise Guidelines
The policies contained herein are a sampling of select, key proxy voting
guidelines and are not exhaustive. A full listing of ISS' 2014
proxy voting guidelines can be found at:
http://www.issgovernance.com/policy/2014/policy_information
ROUTINE/MISCELLANEOUS
Auditor Ratification
Vote for proposals to ratify auditors unless any of the following apply:
o An auditor has a financial interest in or association with the
company, and is therefore not independent;
o There is reason to believe that the independent auditor has rendered
an opinion that is neither accurate nor indicative of the company's
financial position;
o Poor accounting practices are identified that rise to a serious level
of concern, such as: fraud; misapplication of GAAP, or material
weaknesses identified in Section 404 disclosures; or
o Fees for non-audit services ("Other" fees) are excessive.
Non-audit fees are excessive if:
o Non-audit ("other") fees > audit fees + audit-related fees + tax
compliance/preparation fees
o o o o o
BOARD OF DIRECTORS:
Voting on Director Nominees in Uncontested Elections
Four fundamental principles apply when determining votes on director nominees:
1. Accountability
2. Responsiveness
3. Composition
4. Independence
Generally vote for director nominees, except under the following circumstances:
1. Accountability
B-2
Vote against(1) or withhold from the entire board of directors (except new
nominees(2), who should be considered case-by-case) for the following:
Problematic Takeover Defenses
Classified Board Structure:
1.1. The board is classified, and a continuing director responsible for a
problematic governance issue at the board/committee level that would
warrant a withhold/against vote recommendation is not up for
election. All appropriate nominees (except new) may be held
accountable.
Director Performance Evaluation:
1.2. The board lacks accountability and oversight, coupled with sustained
poor performance relative to peers. Sustained poor performance is
measured by one- and three-year total shareholder returns in the
bottom half of a company's four-digit GICS industry group (Russell
3000 companies only). Take into consideration the company's
five-year total shareholder return and operational metrics.
Problematic provisions include but are not limited to:
o A classified board structure;
o A supermajority vote requirement;
o Either a plurality vote standard in uncontested director
elections or a majority vote standard with no plurality
carve-out for contested elections;
o The inability of shareholders to call special meetings;
o The inability of shareholders to act by written consent;
o A dual-class capital structure; and/or
o A non-shareholder-approved poison pill.
Poison Pills:
1.3. The company's poison pill has a "dead-hand" or "modified dead-hand"
feature. Vote against or withhold from nominees every year until
this feature is removed;
1.4. The board adopts a poison pill with a term of more than 12 months
("long-term pill"), or renews any existing pill, including any
"short-term" pill (12 months or less), without shareholder approval.
A commitment or policy that puts a newly adopted pill to a binding
shareholder vote may potentially offset an adverse vote
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 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.
B-3
recommendation. Review such companies with classified boards every
year, and such companies with annually elected boards at least once
every three years, and vote against or withhold votes from all
nominees if the company still maintains a non-shareholder-approved
poison pill; or
1.5. The board makes a material adverse change to an existing poison pill
without shareholder approval.
Vote case-by-case on all nominees if:
1.6. The board adopts a poison pill with a term of 12 months or less
("short-term pill") without shareholder approval, taking into
account the following factors:
o The date of the pill's adoption relative to the date of the
next meeting of shareholders--i.e., whether the company had
time to put the pill on ballot for shareholder ratification
given the circumstances;
o The issuer's rationale;
o The issuer's governance structure and practices; and
o The issuer's track record of accountability to shareholders.
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
1.7. The non-audit fees paid to the auditor are excessive (see discussion
under "Auditor Ratification");
1.8. The company receives an adverse opinion on the company's financial
statements from its auditor; or
1.9. 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.
Vote case-by-case on members of the Audit Committee, and potentially the full
board, if:
1.10. Poor accounting practices are identified that rise to a level of
serious concern, such as: fraud, misapplication of GAA; 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.
Problematic Compensation Practices/Pay for Performance Misalignment
B-4
In the absence of an Advisory Vote on Executive Compensation ballot item or in
egregious situations, vote against or withhold from the members of the
Compensation Committee, and potentially the full board, if:
1.11. There is a significant misalignment between CEO pay and company
performance (pay for performance);
1.12. The company maintains significant problematic pay practices;
1.13. The board exhibits a significant level of poor communication and
responsiveness to shareholders;
1.14. The company fails to submit one-time transfers of stock options to a
shareholder vote; or
1.15. The company fails to fulfill the terms of a burn rate commitment
made to shareholders.
Vote case-by-case on Compensation Committee members (or, in exceptional cases,
the full board) and the Management Say-on-Pay proposal if:
1.16. The company's previous say-on-pay proposal received the support of
less than 70 percent of votes cast, taking into account:
o The company's response, including:
- Disclosure of engagement efforts with major institutional
investors regarding the issues that contributed to the low
level of support;
- Specific actions taken to address the issues that
contributed to the low level of support;
- Other recent compensation actions taken by the company;
o Whether the issues raised are recurring or isolated;
o The company's ownership structure; and
o Whether the support level was less than 50 percent, which
would warrant the highest degree of responsiveness.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors
individually, committee members, or the entire board, due to:
1.17. Material failures of governance, stewardship, risk oversight(3), or
fiduciary responsibilities at the company;
1.18. Failure to replace management as appropriate; or
1.19. 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.
2. Responsiveness
3 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 settlements; hedging of company
stock; or significant pledging of company stock.
B-5
Vote case-by-case on individual directors, committee members, or the entire
board of directors, as appropriate, if:
2.1. 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:
o Disclosed outreach efforts by the board to shareholders in the
wake of the vote;
o Rationale provided in the proxy statement for the level of
implementation;
o The subject matter of the proposal;
o The level of support for and opposition to the resolution in
past meetings;
o Actions taken by the board in response to the majority vote
and its engagement with shareholders;
o The continuation of the underlying issue as a voting item on
the ballot (as either shareholder or management proposals);
and
o Other factors as appropriate.
2.2. The board failed to act on takeover offers where the majority of
shares are tendered;
2.3. 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;
2.4. The board implements an advisory vote on executive compensation on a
less frequent basis than the frequency that received the majority of
votes cast at the most recent shareholder meeting at which
shareholders voted on the say-on-pay frequency; or
2.5. The board implements an advisory vote on executive compensation on a
less frequent basis than the frequency that received a plurality,
but not a majority, of the votes cast at the most recent shareholder
meeting at which shareholders voted on the say-on-pay frequency,
taking into account:
o The board's rationale for selecting a frequency that is
different from the frequency that received a plurality;
o The company's ownership structure and vote results;
o ISS' analysis of whether there are compensation concerns or a
history of problematic compensation practices; and
o The previous year's support level on the company's say-on-pay
proposal.
B-6
3. Composition
Attendance at Board and Committee Meetings:
3.1. Generally vote against or withhold from directors (except new
nominees, who should be considered case-by-case(4)) who attend less
than 75 percent of the aggregate of their board and committee
meetings for the period for which they served, unless an acceptable
reason for absences is disclosed in the proxy or another SEC filing.
Acceptable reasons for director absences are generally limited to
the following:
o Medical issues/illness;
o Family emergencies; and
o Missing only one meeting (when the total of all meetings is
three or fewer).
3.2. If the proxy disclosure is unclear and insufficient to determine
whether a director attended at least 75 percent of the aggregate of
his/her board and committee meetings during his/her period of
service, vote against or withhold from the director(s) in question.
Overboarded Directors:
Vote against or withhold from individual directors who:
3.3. Sit on more than six public company boards; or
3.4. 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(5).
4. Independence
Vote against or withhold from Inside Directors and Affiliated Outside Directors
when:
4.1. The inside or affiliated outside director serves on any of the three
key committees: audit, compensation, or nominating;
4.2. The company lacks an audit, compensation, or nominating committee so
that the full board functions as that committee;
4.3. The company lacks a formal nominating committee, even if the board
attests that the independent directors fulfill the functions of such
a committee; or
4.4. Independent directors make up less than a majority of the directors.
4 For new nominees only, schedule conflicts due to commitments made prior to
their appointment to the board are considered if disclosed in the proxy or
another SEC filing.
5 Although all of a CEO's subsidiary boards will be counted as separate
boards, ISS will not recommend a withhold vote from the CEO of a parent
company board or any of the controlled (>50 percent ownership) subsidiaries
of that parent, but will do so at subsidiaries that are less than 50 percent
controlled and boards outside the parent/subsidiary relationships.
B-7
o o o o o
Proxy Access
ISS supports proxy access as an important shareholder right, one that is
complementary to other best-practice corporate governance features. However, in
the absence of a uniform standard, proposals to enact proxy access may vary
widely; as such, ISS is not setting forth specific parameters at this time and
will take a case-by-case approach in evaluating these proposals.
Vote case-by-case on proposals to enact proxy access, taking into account, among
other factors:
o Company-specific factors; and
o Proposal-specific factors, including:
- The ownership thresholds proposed in the resolution (i.e.,
percentage and duration);
- The maximum proportion of directors that shareholders may
nominate each year; and
- The method of determining which nominations should appear
on the ballot if multiple shareholders submit nominations.
o o o o o
Proxy Contests--Voting for Director Nominees in Contested Elections
Vote case-by-case on the election of directors in contested elections,
considering the following factors:
o Long-term financial performance of the target company relative to its
industry;
o Management's track record;
o Background to the proxy contest;
o Qualifications of director nominees (both slates);
o Strategic plan of dissident slate and quality of critique against
management;
o Likelihood that the proposed goals and objectives can be achieved
(both slates);
o Stock ownership positions.
When the addition of shareholder nominees to the management card ("proxy access
nominees") results in a number of nominees on the management card which exceeds
the number of seats available for election, vote case-by-case considering the
same factors listed above.
o o o o o
SHAREHOLDER RIGHTS & DEFENSES
B-8
Poison Pills- Management Proposals to Ratify Poison Pill
Vote case-by-case on management proposals on poison pill ratification, focusing
on the features of the shareholder rights plan. Rights plans should contain the
following attributes:
o No lower than a 20% trigger, flip-in or flip-over;
o A term of no more than three years;
o No dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future board to redeem the pill;
o Shareholder redemption feature (qualifying offer clause); if the board
refuses to redeem the pill 90 days after a qualifying offer is
announced, 10 percent of the shares may call a special meeting or seek
a written consent to vote on rescinding the pill.
In addition, the rationale for adopting the pill should be thoroughly explained
by the company. In examining the request for the pill, take into consideration
the company's existing governance structure, including: board independence,
existing takeover defenses, and any problematic governance concerns.
o o o o o
Poison Pills- Management Proposals to Ratify a Pill to Preserve Net Operating
Losses (NOLs)
Vote against proposals to adopt a poison pill for the stated purpose of
protecting a company's net operating losses (NOL) if the term of the pill would
exceed the shorter of three years and the exhaustion of the NOL.
Vote case-by-case on management proposals for poison pill ratification,
considering the following factors, if the term of the pill would be the shorter
of three years (or less) and the exhaustion of the NOL:
o The ownership threshold to transfer (NOL pills generally have a
trigger slightly below 5 percent);
o The value of the NOLs;
o Shareholder protection mechanisms (sunset provision, or commitment to
cause expiration of the pill upon exhaustion or expiration of NOLs);
o The company's existing governance structure including: board
independence, existing takeover defenses, track record of
responsiveness to shareholders, and any other problematic governance
concerns; and
o Any other factors that may be applicable.
o o o o o
B-9
Shareholder Ability to Act by Written Consent
Generally vote against management and shareholder proposals to restrict or
prohibit shareholders' ability to act by written consent.
Generally vote for management and shareholder proposals that provide
shareholders with the ability to act by written consent, taking into account the
following factors:
o Shareholders' current right to act by written consent;
o The consent threshold;
o The inclusion of exclusionary or prohibitive language;
o Investor ownership structure; and
o Shareholder support of, and management's response to, previous
shareholder proposals.
Vote case-by-case on shareholder proposals if, in addition to the considerations
above, the company has the following governance and antitakeover provisions:
o An unfettered(6) right for shareholders to call special meetings at a
10 percent threshold;
o A majority vote standard in uncontested director elections;
o No non-shareholder-approved pill; and
o An annually elected board.
o o o o o
CAPITAL/RESTRUCTURING
Common Stock Authorization
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.
Vote against proposals at companies with more than one class of common stock to
increase the number of authorized shares of the class of common stock that has
superior voting rights.
Vote against proposals to increase the number of authorized common shares if a
vote for a reverse stock split on the same ballot is warranted despite the fact
that the authorized shares would not be reduced proportionally.
6 "Unfettered" means no restrictions on agenda items, no restrictions on the
number of shareholders who can group together to reach the 10 percent
threshold, and only reasonable limits on when a meeting can be called: no
greater than 30 days after the last annual meeting and no greater than 90
prior to the next annual meeting.
B-10
Vote case-by-case on all other proposals to increase the number of shares of
common stock authorized for issuance. Take into account company-specific factors
that include, at a minimum, the following:
o Past Board Performance:
- The company's use of authorized shares during the last three years
o 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 by 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.
o o o o o
Dual Class Structure
Generally vote against proposals to create a new class of common stock, unless:
o The company discloses a compelling rationale for the dual-class
capital structure, such as:
o The company's auditor has concluded that there is substantial doubt
about the company's ability to continue as a going concern; or
o The new class of shares will be transitory;
o The new class is intended for financing purposes with minimal or no
dilution to current shareholders in both the short term and long term;
and
o The new class is not designed to preserve or increase the voting power
of an insider or significant shareholder.
o o o o o
Preferred Stock Authorization
Vote for proposals to increase the number of authorized preferred shares where
the primary purpose of the increase is to issue shares in connection with a
transaction on the same ballot that warrants support.
Vote against proposals at companies with more than one class or series of
preferred stock to increase the number of authorized shares of the class or
series of preferred stock that has superior voting rights.
Vote case-by-case on all other proposals to increase the number of shares of
preferred stock authorized for issuance. Take into account company-specific
factors that include, at a minimum, the following:
B-11
o Past Board Performance:
- The company's use of authorized preferred shares during the last
three years;
o The Current Request:
- Disclosure in the proxy statement of the specific purposes for the
proposed increase;
- Disclosure in the proxy statement of specific and severe risks to
shareholders of not approving the request;
- In cases where the company has existing authorized preferred
stock, the dilutive impact of the request as determined by 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; and
- Whether the shares requested are blank check preferred shares that
can be used for antitakeover purposes.
o o o o o
Mergers and Acquisitions
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:
o 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.
o Market reaction - How has the market responded to the proposed deal? A
negative market reaction should cause closer scrutiny of a deal.
o 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.
o 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.
o 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.
o Governance - Will the combined company have a better or worse
governance profile than the current governance profiles of the
B-12
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.
o o o o o
COMPENSATION
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect
corporations to adhere to in designing and administering executive and director
compensation programs:
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 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.
Advisory Votes on Executive Compensation--Management Proposals (Management
Say-on-Pay)
Vote case-by-case on ballot items related to executive pay and practices, as
well as certain aspects of outside director compensation.
B-13
Vote against Advisory Votes on Executive Compensation (Management
Say-on-Pay--MSOP) if:
o There is a significant misalignment between CEO pay and company
performance (pay for performance);
o The company maintains significant problematic pay practices;
o The board exhibits a significant level of poor communication and
responsiveness to shareholders.
Vote against or withhold from the members of the Compensation Committee and
potentially the full board if:
o There is no MSOP on the ballot, and an against vote on an MSOP is
warranted due to a pay for performance misalignment, problematic pay
practices, or the lack of adequate responsiveness on compensation
issues raised previously, or a combination thereof;
o The board fails to respond adequately to a previous MSOP proposal that
received less than 70 percent support of votes cast;
o The company has recently practiced or approved problematic pay
practices, including option repricing or option backdating; or
o The situation is egregious.
Vote against an equity plan on the ballot if:
o A pay for performance misalignment is found, and a significant portion
of the CEO's misaligned pay is attributed to non-performance-based
equity awards, taking into consideration:
- Magnitude of pay misalignment;
- Contribution of non-performance-based equity grants to overall
pay; and
- the proportion of equity awards granted in the last three fiscal
years concentrated at the named executive officer (NEO) level.
Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or
satisfactory alignment between pay and performance over a sustained period. With
respect to companies in the Russell 3000 index, this analysis considers the
following:
B-14
1. Peer Group(7) Alignment:
o 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.
o The multiple of the CEO's total pay relative to the peer group
median.
2. Absolute Alignment - 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.
If the above analysis demonstrates significant unsatisfactory long-term
pay-for-performance alignment or, in the case of non-Russell 3000 index
companies, misaligned pay and performance are otherwise suggested, our analysis
may include any of the following qualitative factors, if they are relevant to
the analysis to determine how various pay elements may work to encourage or to
undermine long-term value creation and alignment with shareholder interests:
o The ratio of performance- to time-based equity awards;
o The overall ratio of performance-based compensation;
o The completeness of disclosure and rigor of performance goals;
o The company's peer group benchmarking practices;
o Actual results of financial/operational metrics, such as growth in
revenue, profit, cash flow, etc., both absolute and relative to peers;
o Special circumstances related to, for example, a new CEO in the prior
FY or anomalous equity grant practices (e.g., bi-annual awards);
o Realizable pay(8) compared to grant pay; and
o Any other factors deemed relevant.
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay
principles, including:
o Problematic practices related to non-performance-based compensation
elements;
o Incentives that may motivate excessive risk-taking; and
o Options Backdating.
7 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 closest 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.
8 ISS research reports will include realizable pay for S&P1500 companies.
B-15
Problematic Pay Practices related to Non-Performance-Based Compensation Elements
Pay elements that are not directly based on performance are generally evaluated
case-by-case considering the context of a company's overall pay program and
demonstrated pay-for-performance philosophy. Please refer to ISS' Compensation
FAQ document for detail on specific pay practices that have been identified as
potentially problematic and may lead to negative recommendations if they are
deemed to be inappropriate or unjustified relative to executive pay best
practices. The list below highlights the problematic practices that carry
significant weight in this overall consideration and may result in adverse vote
recommendations:
o Repricing or replacing of underwater stock options/SARS without prior
shareholder approval (including cash buyouts and voluntary surrender
of underwater options);
o Excessive perquisites or tax gross-ups, including any gross-up related
to a secular trust or restricted stock vesting;
o New or extended agreements that provide for:
- CIC payments 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).
Incentives that may Motivate Excessive Risk-Taking
o Multi-year guaranteed bonuses;
o A single or common performance metric used for short- and long-term
plans;
o Lucrative severance packages;
o High pay opportunities relative to industry peers;
o Disproportionate supplemental pensions; or
o Mega annual equity grants that provide unlimited upside with no
downside risk.
Factors that potentially mitigate the impact of risky incentives include
rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined case-by-case to allow for distinctions
to be made between "sloppy" plan administration versus deliberate action or
fraud:
o Reason and motive for the options backdating issue, such as
inadvertent vs. deliberate grant date changes;
o Duration of options backdating;
o Size of restatement due to options backdating;
o 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
B-16
o Adoption of a grant policy that prohibits backdating, and creates a
fixed grant schedule or window period for equity grants in the future.
Board Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related
to executive pay on the board's responsiveness to investor input and engagement
on compensation issues:
o Failure to respond to majority-supported shareholder proposals on
executive pay topics; or
o 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:
o Disclosure of engagement efforts with major institutional
investors regarding the issues that contributed to the low
level of support;
o Specific actions taken to address the issues that contributed
to the low level of support;
o 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.
o o o o o
Frequency of Advisory Vote on Executive Compensation ("Say When on Pay")
Vote for annual advisory votes on compensation, which provide the most
consistent and clear communication channel for shareholder concerns about
companies' executive pay programs.
o o o o o
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or
Proposed Sale
Vote case-by-case on say on Golden Parachute proposals, including consideration
of existing change-in-control arrangements maintained with named executive
officers rather than focusing primarily on new or extended arrangements.
Features that may result in an against recommendation include one or more of the
following, depending on the number, magnitude, and/or timing of issue(s):
o Single- or modified-single-trigger cash severance;
o Single-trigger acceleration of unvested equity awards;
o Excessive cash severance (>3x base salary and bonus);
o Excise tax gross-ups triggered and payable (as opposed to a provision
to provide excise tax gross-ups);
o Excessive golden parachute payments (on an absolute basis or as a
percentage of transaction equity value); or
B-17
o Recent amendments that incorporate any problematic features (such as
those above) or recent actions (such as extraordinary equity grants)
that may make packages so attractive as to influence merger agreements
that may not be in the best interests of shareholders; or
o The company's assertion that a proposed transaction is conditioned on
shareholder approval of the golden parachute advisory vote.
Recent amendment(s) that incorporate problematic features will tend to carry
more weight on the overall analysis. However, the presence of multiple legacy
problematic features will also be closely scrutinized.
In cases where the golden parachute vote is incorporated into a company's
advisory vote on compensation (management say-on-pay), ISS will evaluate the
say-on-pay proposal in accordance with these guidelines, which may give higher
weight to that component of the overall evaluation.
o o o o o
Equity-Based and Other Incentive Plans
Vote case-by-case on equity-based compensation plans. Vote against the equity
plan if any of the following factors apply:
o The total cost of the company's equity plans is unreasonable;
o The plan expressly permits repricing;
o A pay-for-performance misalignment is found;
o The company's three year burn rate exceeds the burn rate cap of its
industry group;
o The plan has a liberal change-of-control definition; or
o The plan is a vehicle for problematic pay practices.
SOCIAL/ENVIRONMENTAL ISSUES
Global Approach
Issues covered under the policy include a wide range of topics, including
consumer and product safety, environment and energy, labor standards and human
rights, workplace and board diversity, and corporate political issues. While a
variety of factors goes into each analysis, the overall principle guiding all
vote recommendations focuses on how the proposal may enhance or protect
shareholder value in either the short or long term.
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:
o If the issues presented in the proposal are more appropriately or
effectively dealt with through legislation or government regulation;
B-18
o If the company has already responded in an appropriate and sufficient
manner to the issue(s) raised in the proposal;
o Whether the proposal's request is unduly burdensome (scope or
timeframe) or overly prescriptive;
o The company's approach compared with any industry standard practices
for addressing the issue(s) raised by the proposal;
o 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
o 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.
o o o o o
Political Activities
Lobbying
Vote case-by-case on proposals requesting information on a company's lobbying
(including direct, indirect, and grassroots lobbying) activities, policies, or
procedures, considering:
o The company's current disclosure of relevant lobbying policies, and
management and board oversight;
o The company's disclosure regarding trade associations or other groups
that it supports, or is a member of, that engage in lobbying
activities; and
o Recent significant controversies, fines, or litigation regarding the
company's lobbying-related activities.
o o o o o
Political Contributions
Generally vote for proposals requesting greater disclosure of a company's
political contributions and trade association spending policies and activities,
considering:
o The company's current disclosure of policies and oversight mechanisms
related to its direct political contributions and payments to trade
associations or other groups that may be used for political purposes,
including information on the types of organizations supported and the
business rationale for supporting these organizations; and
o Recent significant controversies, fines, or litigation related to the
company's political contributions or political activities.
B-19
Vote against proposals barring a company from making political contributions.
Businesses are affected by legislation at the federal, state, and local level;
barring political contributions can put the company at a competitive
disadvantage.
Vote against proposals to publish in newspapers and other media a company's
political contributions. Such publications could present significant cost to the
company without providing commensurate value to shareholders.
o o o o o
Political Ties
Generally vote against proposals asking a company to affirm political
nonpartisanship in the workplace, so long as:
o There are no recent, significant controversies, fines, or litigation
regarding the company's political contributions or trade association
spending; and
o The company has procedures in place to ensure that employee
contributions to company-sponsored political action committees (PACs)
are strictly voluntary and prohibit coercion.
Vote against proposals asking for a list of company executives, directors,
consultants, legal counsels, lobbyists, or investment bankers that have prior
government service and whether such service had a bearing on the business of the
company. Such a list would be burdensome to prepare without providing any
meaningful information to shareholders.
o o o o o
8. Foreign Private Issuers Listed on U.S. Exchanges
Vote against (or withhold from) non-independent director nominees at companies
which fail to meet the following criteria: a majority-independent board, and the
presence of an audit, a compensation, and a nomination committee, each of which
is entirely composed of independent directors.
Where the design and disclosure levels of equity compensation plans are
comparable to those seen at U.S. companies, U.S. compensation policy will be
used to evaluate the compensation plan proposals. Otherwise, they, and all other
voting items, will be evaluated using the relevant ISS regional or market proxy
voting guidelines.
o o o o o
DISCLOSURE/DISCLAIMER
This document and all of the information contained in it, including without
limitation all text, data, graphs, and charts (collectively, the "Information")
is the property of Institutional Shareholder Services Inc. (ISS), its
subsidiaries, or, in some cases third party suppliers.
B-20
The Information has not been submitted to, nor received approval from, the
United States Securities and Exchange Commission or any other regulatory body.
None of the Information constitutes an offer to sell (or a solicitation of an
offer to buy), or a promotion or recommendation of, any security, financial
product or other investment vehicle or any trading strategy, and ISS does not
endorse, approve, or otherwise express any opinion regarding any issuer,
securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or
permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO
THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS,
NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR
PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by
law, in no event shall ISS have any liability regarding any of the Information
for any direct, indirect, special, punitive, consequential (including lost
profits), or any other damages even if notified of the possibility of such
damages. The foregoing shall not exclude or limit any liability that may not by
applicable law be excluded or limited.
o o o o o
B-21
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