First Trust High Yield Long/Short ETF (the "Fund") is an exchange-traded fund
organized as a separate series of the First Trust Exchange-Traded Fund IV, a
registered management investment company.
The Fund lists and principally trades its shares on The NASDAQ Stock Market
("NASDAQ(R)" or the "Exchange"). Market prices may differ to some degree from
the net asset value of the shares. Unlike mutual funds, the Fund issues and
redeems shares 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"). The Creation Units are issued
for securities in which the Fund invests and/or cash and redeemed for securities
and/or cash, and only to and from broker-dealers and large institutional
investors that have entered into participation agreements.
The Fund is an actively managed exchange-traded fund and except when aggregated
in Creation Units, the shares are not redeemable securities of the Fund.
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.
Principal Risks
CASH TRANSACTIONS RISK. In addition to the risks described above in "Principal
Risks--Cash Transactions Risk," the Fund intends to effect a significant portion
of creations and redemptions for cash, rather than in-kind securities. As a
result, an investment in the Fund may be less tax-efficient than an investment
in an ETF that effects its creations and redemptions for in-kind securities.
ETFs are able to make in-kind redemptions and avoid being taxed on gains on the
distributed portfolio securities at the fund level. Because the Fund intends to
effect a significant portion of redemptions for cash, it may be required to sell
portfolio securities in order to obtain the cash needed to distribute redemption
proceeds. Any recognized gain on these sales by the Fund will generally cause
the Fund to recognize gain it might not otherwise have recognized, or to
recognize such gain sooner than would otherwise be required if it were to
distribute portfolio securities in-kind. The Fund intends to distribute these
gains to shareholders to avoid being taxed on this gain at the fund level and
otherwise comply with the special tax rules that apply to it. This strategy may
cause shareholders to be subject to tax on gains they would not otherwise be
subject to, or at an earlier date than if they had made an investment in a
different ETF. Moreover, cash transactions may have to be carried out over
several days if the securities market is relatively illiquid, and such
transactions may involve considerable brokerage fees and taxes. These brokerage
fees and taxes, which will be higher than if the Fund sold and redeemed its
shares principally in-kind, will be passed on to purchasers and redeemers of
Creation Units in the form of creation and redemption transaction fees. In
addition, these factors may result in wider spreads between the bid and the
offered prices of the Fund's shares than for ETFs that distribute portfolio
securities in-kind.
CONVERTIBLE BONDS RISK. In addition to the risks described above in "Principal
Risks -- Convertible Bonds Risk," convertible bonds have characteristics of both
equity and debt securities and, as a result, are exposed to certain additional
risks. The market values of convertible bonds tend to decline as interest rates
increase and, conversely, to increase as interest rates decline. However, a
convertible bond's market value also tends to reflect the market price of the
common stock of the issuing company, particularly when the stock price is
greater than the convertible bond's conversion price (i.e., the predetermined
price or exchange ratio at which the convertible bond can be converted or
exchanged for the underlying common stock). Convertible bonds are also exposed
to the risk that an issuer is unable to meet its obligation to make dividend or
principal payments when due as a result of changing financial or market
conditions. Convertible bonds generally offer lower interest or dividend yields
than non-convertible debt securities of similar credit quality because of their
potential for capital appreciation.
Mandatory convertible bonds are a subset of convertible bonds. The conversion of
such securities is not optional, and the conversion price at maturity is based
solely upon the market price of the underlying common stock, which may be
significantly less than par or the price (above or below par) paid. Mandatory
convertible bonds generally are subject to a greater risk of loss of value than
securities convertible at the option of the holder.
CREDIT RISK. In addition to the risks described above in "Principal Risks --
Credit Risk," an issuer of a debt instrument may be unable or unwilling to make
dividend, interest and/or principal payments when due and the related risk that
the value of an instrument may decline because of concerns about the issuer's
ability or unwillingness to make such payments. High yield and comparable
unrated debt 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. Credit risk is heightened for
loans in which the Fund invests because companies that issue such loans tend to
be highly leveraged and thus are more susceptible to the risks of interest
deferral, default and/or bankruptcy.
CREDIT RATING AGENCY RISK. Credit ratings are determined by credit rating
agencies such as S&P, Moody's and Fitch, and are only the opinions of such
entities. Ratings assigned by a rating agency are not absolute standards of
credit quality and do not evaluate market risk or the liquidity of securities.
Any shortcomings or inefficiencies in credit rating agencies' processes for
determining credit ratings may adversely affect the credit ratings of securities
held by the Fund and, as a result, may adversely affect those securities'
perceived or actual credit risk.
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
8
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.
FIXED INCOME SECURITIES RISK. An investment in the Fund also involves risk
associated with an investment in fixed income securities including the risk that
certain of the securities in the Fund may not have the benefit of covenants
which would prevent the issuer from engaging in capital restructurings or
borrowing transactions in connection with corporate acquisitions, leveraged
buyouts or restructurings which could have the effect of reducing the ability of
the issuer to meet its payment obligations and might result in increased credit
risk. In addition, certain of the securities may be redeemed or prepaid by the
issuer, resulting in lower interest payments received by the Fund and reduced
distributions to shareholders.
HIGH YIELD SECURITIES RISK. In addition to the risks described above in
"Principal Risks -- High Yield Securities Risk," the Fund's investment in high
yield, high risk, domestic and foreign obligations, or "junk" debt, 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. Securities such as those included in
the Fund 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.
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
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. Many lower-quality
debt securities are subject to legal or contractual restrictions limiting the
Fund's ability to resell the securities to the general public.
ILLIQUID SECURITIES RISK. In addition to the risks described above in "Principal
Risks -- Illiquid Securities Risk," the Fund invests a substantial portion of
its assets in lower-quality debt instruments issued by companies that are highly
leveraged. Lower-quality debt tends to be less liquid than higher-quality debt.
If the economy experiences a sudden downturn, or if the debt markets for such
companies become distressed, the Fund may have particular difficulty selling its
assets in sufficient amounts, at reasonable prices and in a sufficiently timely
manner to raise the cash necessary to meet any potentially heavy redemption
requests by Fund shareholders. In such event, there would be a greater chance
that the Fund may be forced to curtail or suspend redemptions, in which case you
might experience a delay or inability to liquidate your investment at the
desired time or in the desired amount.
INTEREST RATE RISK. In addition to the risks described above in "Principal Risks
-- Interest Rate Risk," the value of the Fund's investment in debt securities
will decline because of rising market interest rates. Interest rate risk is
generally lower for shorter-term investments and higher for longer-term
investments. Duration is a common measure of interest rate risk. Duration
measures a bond's expected life on a present value basis, taking into account
the bond's yield, interest payments and final maturity. Duration is a reasonably
accurate measure of a bond's price sensitivity to changes in interest rates. The
longer the duration of a bond, the greater the bond's price sensitivity is to
changes in interest rates.
LOANS RISK. In addition to the risks described above in "Principal Risks --
Loans Risk," the loans in which the Fund may invest may not (i) be rated at the
time of investment, (ii) be registered with the Securities and Exchange
Commission, (iii) be listed on a securities exchange or (iv) have sufficient
collateral securing the loan or the collateral may not be available in the event
of bankruptcy. In addition, the amount of public information available with
respect to such loans may be less extensive than that available for more widely
rated, registered and exchange-listed securities. Because no active trading
market may exist for some of the loans in which the Fund may invest, such loans
may be illiquid and more difficult to value than more liquid instruments for
which a trading market does exist. Unlike the securities markets, there is no
central clearinghouse for loan trades, and the loan market has not established
enforceable settlement standards or remedies for failure to settle. Therefore,
portfolio transactions in loans may have uncertain settlement time periods.
Because the interest rates of floating-rate loans in which the Fund may invest
9
may reset frequently, if market interest rates fall, the loans' interest rates
will be reset to lower levels, potentially reducing the Fund's income.
First Trust or its affiliates may participate in the primary and secondary
market for loans. Because of limitations imposed by applicable law, the presence
of such affiliates in the loan market may restrict the Fund's ability to acquire
some loans or affect the timing or price of loan acquisitions. Also, because
First Trust may wish to invest in the publicly traded securities of an obligor,
the Fund may not have access to material non-public information regarding the
obligor to which other investors have access.
MARKET CONDITIONS RISK. In addition to the risks described above in "Principal
Risks -- Market Risk," domestic and international markets have experienced a
period of decreased economic activity across all sectors of the world economy,
and unemployment remains at increased levels. These market conditions began with
problems in the financial sector, many of which were caused by defaults on
"subprime" mortgages and mortgage-backed securities. These market conditions
increase the risk that the value of the Fund's assets may be subject to steep
declines or increased volatility due to changes in performance or perception of
the issuers.
NON-U.S. SECURITIES RISK. In addition to the risks described above in "Principal
Risks -- Non-U.S. Securities Risk," an investment in securities of non-U.S.
companies involves risk not associated with domestic issuers. Non-U.S. countries
may impose higher withholding taxes on dividends and interest than the United
States. Non-U.S. countries may also impose limitations on the use of or transfer
of portfolio assets. Enforcing legal rights may be more difficult, expensive and
time consuming in non-U.S. countries, and investors may face unique problems
enforcing claims against non-U.S. governments. These risks may be heightened for
securities of companies located in, or with significant operations in, emerging
market countries.
PREPAYMENT RISK. In addition to the risks described above in "Principal Risks --
Prepayment Risk," during periods of falling interest rates, an issuer of a loan
may exercise its right to pay principal on an obligation earlier than expected.
This may result in the Fund reinvesting proceeds at lower interest rates,
resulting in a decline in the Fund's income.
SHORT SALE RISK. In addition to the risks described above in "Principal Risks --
Short Sale Risk," in connection with a short sale, the Fund will ordinarily have
to pay a fee or premium to borrow particular securities and be obligated to
repay the lender of the security any dividends or interest that accrue on the
security during the period of the loan. The amount of any gain from a short sale
will be decreased, and the amount of any loss increased, by the amount of the
premium, dividends, interest or expense the Fund pays in connection with the
short sale.
Until the Fund replaces a borrowed security, it is required to maintain a
segregated account of cash or liquid assets with a broker or custodian to cover
the Fund's short position. Generally, securities held in a segregated account
cannot be sold unless they are replaced with other liquid assets. The Fund's
ability to access the pledged collateral may also be impaired in the event the
broker becomes bankrupt or otherwise fails to comply with the terms of the
contract. In such instances the Fund may not be able to substitute or sell the
pledged collateral and may experience significant delays in obtaining any
recovery in a bankruptcy or other reorganization proceeding. The Fund may obtain
only a limited recovery or may obtain no recovery in these circumstances.
Additionally, the Fund must maintain sufficient liquid assets (less any
additional collateral pledged to the broker), marked-to-market daily, to cover
the short sale obligations. This may limit the Fund's investment flexibility, as
well as its ability to meet redemption requests or other current obligations.
Because losses on short sales arise from increases in the value of the security
sold short, such losses are theoretically unlimited. By contrast, a loss on a
long position arises from decreases in the value of the security and is limited
by the fact that a security's value cannot go below zero. The Advisor's use of
short sales in combination with long positions in the Fund's portfolio in an
attempt to improve performance or reduce overall portfolio risk may not be
successful and may result in greater losses or lower positive returns than if
the Fund held only long positions. It is possible that the Fund's long
securities positions will decline in value at the same time that the value of
its short securities positions increase, thereby increasing potential losses to
the Fund. In addition, the Fund's short selling strategies will limit its
ability to fully benefit from increases in the fixed income markets.
In the future, regulatory authorities in the United States or other countries
may adopt bans on short sales of certain securities, either generally or with
respect to certain industries or countries, in response to market events.
Restrictions and/or bans on short selling may make it impossible for the Fund to
execute certain investment strategies.
Additional Risks
BORROWING AND LEVERAGE RISK. When the 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.
As prescribed by the 1940 Act, the Fund will be required to maintain specified
asset coverages 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.
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DEPENDENCE ON KEY PERSONNEL. The Advisor is dependent upon the experience and
expertise of Messrs. Housey, Fries, Fasone, Larson and Maisel in providing
advisory services with respect to the Fund's investments. If the Advisor were to
lose the services of any of these individuals, its ability to service the Fund
could be adversely affected. There can be no assurance that a suitable
replacement could be found for any of Messrs. Housey, Fries, Fasone, Larson or
Maisel in the event of their death, resignation, retirement or inability to act
on behalf of the Advisor.
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 the 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.
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 the
security or type of security can perform differently from the value of the
market as a whole.
MARKET MAKER RISK. If the Fund has lower average daily trading volumes, it 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 the Fund's net asset value and the price at which the Fund's
shares are trading on the Exchange which could result in a decrease in value of
the Fund's shares. MORTGAGE-BACKED SECURITIES RISK. The Fund may invest in
mortgage-backed securities. Mortgage-backed securities may have less potential
for capital appreciation than comparable fixed income securities, due to the
likelihood of increased prepayments of mortgages as interest rates decline. If
the Fund buys mortgage-backed securities at a premium, mortgage foreclosures and
prepayments of principal by mortgagors (which usually may be made at any time
without penalty) may result in some loss of the Fund's principal investment to
the extent of the premium paid. Alternatively, in a rising interest rate
environment, the value of mortgage-backed securities may be adversely affected
when payments on underlying mortgages do not occur as anticipated, resulting in
the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. In addition,
mortgage-backed securities are subject to the credit risk associated with the
performance of the underlying mortgage properties. In certain instances,
third-party guarantees or other forms of credit support can reduce the credit
risk.
PREFERRED SECURITIES RISK. Preferred securities combine some of the
characteristics of both common stocks and bonds. 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.
VALUATION RISK. Unlike publicly traded securities that trade on national
exchanges, there is no central place or exchange for fixed income securities
trading. Fixed income securities generally trade on an "over-the-counter" market
which may be anywhere in the world where the buyer and seller can settle on a
price. Due to the lack of centralized information and trading, the valuation of
fixed income securities may carry more uncertainty and risk than that of
publicly traded securities. Accordingly, determinations of the fair value of
fixed income securities may be based on infrequent and dated information. Also,
because the available information is less reliable and more subjective, elements
of judgment may play a greater role in valuation of debt securities than for
other types of securities. Typically, fixed income securities are valued using
information provided by a third party pricing service, which primarily uses
broker quotes to value the securities.
11
TRADING ISSUES
Although the Fund lists and trades its shares 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 the Fund will continue to be met or will
remain unchanged. Due to the initial small asset size of the Fund, it may have
difficulty maintaining its listing on NASDAQ(R).
STATEMENT OF ADDITIONAL INFORMATION
INVESTMENT COMPANY ACT FILE NO. 811-22559
FIRST TRUST EXCHANGE-TRADED FUND IV
TICKER
FUND NAME SYMBOL EXCHANGE
FIRST TRUST HIGH YIELD LONG/SHORT ETF HYLS THE NASDAQ(R) STOCK MARKET
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DATED FEBRUARY 27, 2013
This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the prospectus dated February 27, 2013 for
First Trust High Yield Long/Short ETF (the "Fund"), a series of the First Trust
Exchange-Traded Fund IV (the "Trust"), as it may be revised from time to time
(the "Prospectus"). 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 FUND.................................1
EXCHANGE LISTING AND TRADING..................................................3
INVESTMENT OBJECTIVES AND POLICIES............................................4
INVESTMENT STRATEGIES ........................................................6
INVESTMENT RISKS ............................................................22
FUND MANAGEMENT .............................................................25
ACCOUNTS MANAGED BY PORTFOLIO MANAGERS.......................................38
BROKERAGE ALLOCATIONS .......................................................39
CUSTODIAN, ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT.................40
ADDITIONAL INFORMATION ......................................................42
PROXY VOTING POLICIES AND PROCEDURES.........................................43
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS........................45
REGULAR HOLIDAYS ............................................................52
FEDERAL TAX MATTERS .........................................................58
DETERMINATION OF NET ASSET VALUE.............................................64
DIVIDENDS AND DISTRIBUTIONS..................................................66
MISCELLANEOUS INFORMATION ...................................................66
STANDARD & POOR'S CREDIT RATING DEFINITIONS.................................A-1
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GENERAL DESCRIPTION OF THE TRUST AND THE FUND
The Trust was organized as a Massachusetts business trust on September 15,
2010, 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 one other series, the First Trust
North American Energy Infrastructure Fund, a non-diversified series. The Fund is
a diversified series.
This SAI relates to the Fund. The shares of the Fund are referred to
herein as "Shares" or "Fund Shares." The Fund, as a series of the Trust,
represents a beneficial interest in a separate portfolio of securities and other
assets, with its own objectives 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 the Fund and another entity, such as another exchange-traded fund, or
the sale of all or substantially all of the Fund's assets, or the termination of
the Trust or the Fund without shareholder approval if the 1940 Act would not
require such approval.
The Declaration provides that by becoming a shareholder of the 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 Fund or as the Trustees may determine, and ownership of
Fund Shares may be disclosed by the Fund 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 the 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 acknowledgments 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 the 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 the 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 the 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 the Fund's costs,
including attorneys' fees. The Declaration also provides that any shareholder
bringing an action against the 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 the 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
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making any determination as to whether any person is entitled to the advancement
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 Fund is advised by First Trust Advisors L.P. (the "Advisor" or "First
Trust").
The Fund lists and trades its Shares on The NASDAQ(R) Stock Market
("NASDAQ(R)" or the "Exchange"). The Shares will trade on the Exchange at market
prices that may be below, at or above net asset value. The Fund offers and
issues 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 and other instruments (the "Deposit
Securities"), together with the deposit of a specified cash payment (the "Cash
Component"). Creation Units are aggregations of 50,000 Shares of the 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 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 Securities and Exchange
Commission (the "SEC") applicable to management investment companies offering
redeemable securities.
EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements of the Exchange necessary
to maintain the listing of Shares of the Fund will continue to be met. The
Exchange may, but is not required to, remove the Shares of the Fund from listing
if (i) following the initial 12-month period beginning at the commencement of
trading of the Fund, there are fewer than 50 beneficial owners of the Shares of
the Fund for 30 or more consecutive trading days or (ii) such other event shall
occur or condition exist that, in the opinion of the Exchange, makes further
dealings on the Exchange inadvisable. The Exchange will remove the Shares of the
Fund from listing and trading upon termination of the Fund.
As in the case of other stocks traded on the Exchange, broker's
commissions on transactions will be based on negotiated commission rates at
customary levels.
The Fund reserves 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 the Fund.
INVESTMENT OBJECTIVES AND POLICIES
The Prospectus describes the investment objectives and certain policies of
the Fund. The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Fund.
The 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 of the Fund:
(1) The Fund may not issue senior securities, except as permitted
under the 1940 Act.
(2) The Fund may not borrow money, except that the Fund may (i)
borrow money from banks for temporary or emergency purposes (but not for
leverage or the purchase of investments) and (ii) engage in other
transactions permissible under the 1940 Act that may involve a borrowing
(such as obtaining short-term credits as are necessary for the clearance
of transactions, engaging in delayed-delivery transactions, or purchasing
certain futures, forward contracts and options), provided that the
combination of (i) and (ii) shall not exceed 33-1/3% of the value of the
Fund's total assets (including the amount borrowed), less the Fund's
liabilities (other than borrowings).
(3) The Fund will not underwrite the securities of other issuers
except to the extent the Fund may be considered an underwriter under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
the purchase and sale of portfolio securities.
(4) The Fund will not purchase or sell real estate or interests
therein, unless acquired as a result of ownership of securities or other
instruments (but this shall not prohibit the Fund from purchasing or
selling securities or other instruments backed by real estate or of
issuers engaged in real estate activities).
(5) The Fund may not make loans to other persons, except through
(i) the purchase of debt securities permissible under the Fund's
investment policies, (ii) repurchase agreements, or (iii) the lending of
portfolio securities, provided that no such loan of portfolio securities
may be made by the Fund if, as a result, the aggregate of such loans would
exceed 33-1/3% of the value of the Fund's total assets.
(6) The Fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments (but
this shall not prevent the Fund from purchasing or selling options,
futures contracts, forward contracts or other derivative instruments, or
from investing in securities or other instruments backed by physical
commodities).
- 4 -
(7) The Fund may not invest 25% or more of the value of its total
assets in securities of issuers in any one industry or group of
industries. This restriction does not apply to obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities.
(8) The Fund may not, as to 75% of its total assets, (a) invest
more than 5% of the value of its total assets in the securities of any one
issuer or (b) hold more than 10% of the outstanding voting securities of
that issuer (other than securities of other investment companies and
obligations issued or guaranteed by the U.S. government or any agency or
instrumentality thereof).
Except for restriction (2) above, 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.
For purposes of applying restriction (1) above, under the 1940 Act as
currently in effect, the Fund is not permitted to issue senior securities,
except that the Fund may borrow from any bank if immediately after such
borrowing the value of the 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 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 the
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.
The Fund's investment objectives and the foregoing fundamental policies of
the Fund may not be changed without the affirmative vote of the majority of the
outstanding voting securities of the 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 the Fund, such matter shall be
deemed to have been effectively acted upon with respect to the Fund if a
majority of the outstanding voting securities of the 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.
In addition to the foregoing fundamental policies, the Fund is also
subject to strategies and policies discussed herein which, unless otherwise
noted, are non-fundamental restrictions and policies and may be changed by the
Board of Trustees.
- 5 -
INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 80% of its net
assets (plus the amount of any borrowing for investment purposes) in high yield
debt securities that are rated below investment grade at the time of purchase or
unrated securities deemed by the Advisor to be of comparable quality. During the
initial invest-up period, the Fund may depart from its principal investment
strategies and invest a larger amount or all of its assets in cash equivalents
or it may hold cash. The following information supplements the discussion of the
Fund's investment objectives, policies and strategies that appear in the
Prospectus.
TYPES OF INVESTMENTS
High Yield Securities. The 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. For
purposes of determining whether a security is below-investment grade, the lowest
available rating will be considered. The Credit Rating Definitions as published
by Standard & Poor's, a division of The McGraw Hill Companies, Inc., are set
forth in Appendix A to this SAI.
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.
Corporate Bonds. The Fund may invest in corporate bonds, also known as
fixed-income securities. Corporate bonds are debt obligations issued by
corporations. Corporate bonds are generally used by corporations to borrow money
from investors. Corporate bonds may be either secured or unsecured. Collateral
used for secured debt includes, but is not limited to, real property, machinery,
equipment, accounts receivable, stocks, bonds or notes. If a corporate bond is
unsecured, it is known as a debenture. Holders of corporate bonds, as creditors,
have a prior legal claim over common and preferred stockholders as to both
income and assets of the issuer for the principal and interest due them and may
have a prior claim over other creditors if liens or mortgages are involved.
Interest on corporate bonds may be fixed or floating, or the securities may be
zero coupon fixed-income securities which pay no interest. Interest on corporate
bonds is typically paid semi-annually and is fully taxable to the holder of the
bonds. Corporate bonds contain elements of both interest rate risk and credit
risk. The market value of a corporate bond generally may be expected to rise and
fall inversely with changes in interest rates and may also be affected by the
credit rating of the issuer, the issuer's performance and perceptions of the
issuer in the marketplace. Corporate bonds usually yield more than government or
agency bonds due to the presence of credit risk.
- 6 -
Loans. The Fund may invest in fixed and floating rate loans ("Loans").
Loans may include senior floating rate loans ("Senior Loans") and secured and
unsecured loans, second lien or more junior loans and bridge loans ("Junior
Loans"). Loans are typically arranged through private negotiations between
borrowers in the United States or in foreign or emerging markets which may be
corporate issuers or issuers of sovereign debt obligations ("Obligors") and one
or more financial institutions and other lenders ("Lenders"). The Fund may
invest in Loans by purchasing assignments of all or a portion of Loans
("Assignments") or Loan participations ("Participations") from third parties.
The Fund has direct rights against the Obligor on the Loan when it
purchases an Assignment. Assignments are arranged through private negotiations
between potential assignees and potential assignors. With respect to
Participations, typically, the Fund will have a contractual relationship only
with the Lender and not with the Obligor. The agreement governing Participations
may limit the rights of the Fund to vote on certain changes which may be made to
the Loan agreement, such as waiving a breach of a covenant. However, the holder
of a Participation will generally have the right to vote on certain fundamental
issues such as changes in principal amount, payment dates and interest rate.
Participations may entail certain risks relating to the creditworthiness of the
parties from which the participations are obtained.
A Loan is typically originated, negotiated and structured by a U.S. or
foreign commercial bank, insurance company, finance company or other financial
institution (the "Agent") for a group of Loan investors.
The Agent typically administers and enforces the Loan on behalf of the other
Loan investors in the syndicate.
The Agent's duties may include responsibility for the collection of principal
and interest payments from the Obligor and the apportionment of these payments
to the credit of all Loan investors. The Agent is also typically responsible for
monitoring compliance with the covenants contained in the Loan agreement based
upon reports prepared by the Obligor. In addition, an institution, typically but
not always the Agent, holds any collateral on behalf of the Loan investors. In
the event of a default by the Obligor, it is possible, though unlikely, that the
Fund could receive a portion of the borrower's collateral. If the Fund receives
collateral other than cash, any proceeds received from liquidation of such
collateral will be available for investment as part of the Fund's portfolio.
In the process of buying, selling and holding Senior Loans, the Fund may
receive and/or pay certain fees. These fees are in addition to interest payments
received and may include facility fees, commitment fees, commissions and
prepayment penalty fees. When the Fund buys or sells a Loan it may pay a fee. In
certain circumstances, the Fund may receive a prepayment penalty fee upon
prepayment of a Loan.
There may be instances in which the Fund is required to vote upon
amendments to certain of the Loans in which it invests. In these cases, the Fund
will attempt to ensure that such amendments are voted consistently and solely in
the best interests of the Fund.
Additional Information Concerning Senior Loans. Senior Loans typically
hold the most senior position in the capital structure of the Obligor, are
typically secured with specific collateral and have a claim on the assets and/or
stock of the Obligor that is senior to that held by subordinated debtholders and
shareholders of the Obligor. Collateral for Senior Loans may include (i) working
- 7 -
capital assets, such as accounts receivable and inventory; (ii) tangible fixed
assets, such as real property, buildings and equipment; (iii) intangible assets,
such as trademarks and patent rights; and/or (iv) security interests in shares
of stock of subsidiaries or affiliates.
Derivatives. To the extent disclosed in the Prospectus, the Fund may
invest in futures, total return swaps, non U.S. currency swaps, loan credit
default swaps, credit default swaps, options, puts, calls and other derivative
instruments to seek to enhance return, to hedge some of the risks of its
investments in securities, as a substitute for a position in the underlying
asset, to reduce transaction costs, to maintain full market exposure (which
means to adjust the characteristics of its investments to more closely
approximate those of the markets in which it invests), to manage cash flows, to
limit exposure to losses due to changes to non-U.S. currency exchange rates or
to preserve capital.
U.S. Government Securities. The Fund may invest in U.S. government
securities. U.S. government securities include U.S. Treasury obligations and
securities issued or guaranteed by various agencies of the U.S. government, or
by various instrumentalities which have been established or sponsored by the
U.S. government. U.S. Treasury obligations are backed by the "full faith and
credit" of the U.S. government. 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 U.S. government.
Non-U.S. Investments. The Fund may invest in securities issued by non-U.S.
companies that are traded over-the-counter ("OTC") or listed on an exchange.
Non-U.S. debt securities in which the Fund may invest include debt securities
issued or guaranteed by companies organized under the laws of countries other
than the United States, debt 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. debt securities also include U.S. dollar-denominated debt obligations,
such as "Yankee Dollar" obligations, of foreign issuers and of supranational
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 debt securities also may be traded on foreign
securities exchanges or in OTC capital markets. Under normal market conditions,
up to 10% of the net assets of the Fund may be denominated in currencies other
than the U.S. dollar. To the extent the 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, the 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 the Fund's currency exchange
transactions will generally be the difference between the bid and offer spot
rate of the currency being purchased or sold. In order to protect against
uncertainty in the level of future currency exchange rates, the Fund is
authorized to enter into various currency exchange transactions.
Investment Companies and Pooled Investment Vehicles. The Fund may invest
in other pooled investment vehicles, including ETFs. As a shareholder in a
pooled investment vehicle, the Fund will bear its ratable share of that
- 8 -
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.
The Fund may invest in the securities of ETFs in excess of the limits
imposed under the 1940 Act pursuant to exemptive orders obtained by certain ETFs
and their sponsors from the SEC. An ETF is a fund that holds a portfolio of
securities and trades on a securities exchange and their shares may, at times,
trade at a premium or discount to their net asset value. Additionally, the Fund
may invest in certain investment companies in excess of the limits imposed under
the 1940 Act, subject to certain terms and conditions, pursuant to an exemptive
order that the SEC has issued to the Trust.
Warrants. The Fund may invest in warrants. Warrants acquired by the 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. The 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.
When-Issued or Delayed-Delivery Transactions. The Fund 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,
the 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 the Fund's other assets. While securities
purchased in delayed-delivery transactions may be sold prior to the settlement
date, the Fund intends to purchase such securities with the purpose of actually
acquiring them. At the time the 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 Fund 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
date. When the time comes to pay for delayed-delivery securities, the 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 the Fund's payment obligation).
- 9 -
Although the Prospectus and this SAI describe certain permitted methods of
segregating assets or otherwise "covering" certain transactions, the 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.
Illiquid Securities. The Fund may invest in illiquid securities (i.e.,
securities that cannot be disposed of by the Fund within seven days in the
ordinary course of business at approximately the amount at which the Fund has
valued the securities). 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 but
that are deemed to be illiquid; and repurchase agreements with maturities in
excess of seven days. However, the Fund will not acquire illiquid securities if,
as a result, such securities would comprise more than 15% of the value of the
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, the
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 the Fund may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions were
to develop, the 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, the 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, the Fund will
take such steps as is deemed advisable, if any, to protect liquidity.
Money Market Funds. The Fund may invest in shares of money market funds to
the extent permitted by the 1940 Act.
Temporary Investments. The Fund may, without limit as to percentage of
assets, purchase U.S. government securities or short-term debt securities to
keep cash on hand fully invested or for temporary defensive purposes. Short-term
debt securities are securities from issuers having a long-term debt rating of at
least A by Standard & Poor's Ratings Group ("S&P Ratings"), Moody's Investors
- 10 -
Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") and having a maturity of one
year or less. The use of temporary investments is not a part of a principal
investment strategy of the Fund.
Short-term debt securities are defined to include, without limitation, the
following:
(1) 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 agency securities include securities
issued by (a) the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of United States, Small Business
Administration, and the Government National Mortgage Association, whose
securities are supported by the full faith and credit of the United
States; (b) the Federal Home Loan Banks, Federal Intermediate Credit
Banks, and the Tennessee Valley Authority, whose securities are supported
by the right of the agency to borrow from the U.S. Treasury; (c) Federal
National Mortgage Association ("FNMA" or "Fannie Mae") which is a
government-sponsored organization owned entirely by private stockholders
and whose securities are guaranteed as to principal and interest by FNMA;
and (d) the Student Loan Marketing Association, whose securities are
supported only by its credit. In September 2008, FNMA was placed into
conservatorship overseen by the Federal Housing Finance Agency ("FHFA").
As conservator, FHFA will succeed to the rights, titles, powers and
privileges of FNMA and any stockholder, officer or director of the company
with respect to FNMA and its assets and title to all books, records and
company assets held by any other custodian or third party. FHFA is charged
with operating FNMA. While the U.S. government provides financial support
to such U.S. government-sponsored agencies or instrumentalities, no
assurance can be given that it always will do so since it is not so
obligated by law. 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) Certificates of deposit issued against funds deposited in a
bank or savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally
negotiable. If such certificates of deposit are non-negotiable, they will
be considered illiquid securities and be subject to the Fund's 15%
restriction on investments in illiquid securities. Pursuant to the
certificate of deposit, the issuer agrees to pay the amount deposited plus
interest to the bearer of the certificate on the date specified thereon.
On October 3, 2008, the Emergency Economic Stabilization Act of 2008
increased the maximum amount of federal deposit insurance coverage payable
as to any certificate of deposit from $100,000 to $250,000 per depositor,
and the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted
on July 21, 2010, extended this increased coverage permanently.
Certificates of deposit purchased by the Fund may not be fully insured.
(3) 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
- 11 -
"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) Repurchase agreements, which involve purchases of debt
securities. In such an action, at the time the Fund purchases the
security, it simultaneously agrees to resell and redeliver the security to
the seller, who also simultaneously agrees to buy back the security at a
fixed price and time. This assures a predetermined yield for the Fund
during its holding period since the resale price is always greater than
the purchase price and reflects an agreed upon market rate. The period of
these repurchase agreements will usually be short, from overnight to one
week. Such actions afford an opportunity for the Fund to invest
temporarily available cash. The Fund may enter into repurchase agreements
only with respect to obligations of the U.S. government, its agencies or
instrumentalities; certificates of deposit; or bankers' acceptances in
which the Fund may invest. In addition, the Fund may only enter into
repurchase agreements where the market value of the purchased
securities/collateral equals at least 100% of principal including accrued
interest and is marked-to-market daily. The risk to the Fund is limited to
the ability of the seller to pay the agreed-upon sum on the repurchase
date; in the event of default, the repurchase agreement provides that the
Fund is entitled to sell the underlying collateral. If the value of the
collateral declines after the agreement is entered into, however, and if
the seller defaults under a repurchase agreement when the value of the
underlying collateral is less than the repurchase price, the Fund could
incur a loss of both principal and interest. The Fund, however, intends to
enter into repurchase agreements only with financial institutions and
dealers believed by First Trust to present minimal credit risks in
accordance with criteria approved by the Board of Trustees. First Trust
will review and monitor the creditworthiness of such institutions. First
Trust monitors the value of the collateral at the time the action is
entered into and during the term of the repurchase agreement. First Trust
does so in an effort to determine that the value of the collateral always
equals or exceeds the agreed-upon repurchase price to be paid to the Fund.
If the seller were to be subject to a federal bankruptcy proceeding, the
ability of the Fund to liquidate the collateral could be delayed or
impaired because of certain provisions of the bankruptcy laws.
(5) Bank time deposits, which are monies kept on deposit with banks
or savings and loan associations for a stated period of time at a fixed
rate of interest. There may be penalties for the early withdrawal of such
time deposits, in which case the yields of these investments will be
reduced.
(6) Commercial paper, which are short-term unsecured promissory
notes, including variable rate master demand notes issued by corporations
to finance their current operations. Master demand notes are direct
lending arrangements between the Fund and a corporation. There is no
secondary market for the notes. However, they are redeemable by the Fund
at any time. The Fund's 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 the Fund's liquidity
- 12 -
might be impaired if the corporation were unable to pay principal and
interest on demand. The Fund may only invest in commercial paper rated A-2
or higher by S&P Ratings, Prime-2 or higher by Moody's or F2 or higher by
Fitch.
PORTFOLIO TURNOVER
The Fund buys and sells portfolio securities in the normal course of its
investment activities. The proportion of the Fund's investment portfolio that is
bought and sold during a year is known as the Fund's portfolio turnover rate. A
turnover rate of 100% would occur, for example, if the 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 the Fund of increased brokerage
costs, expenses and taxes.
HEDGING STRATEGIES
General Description of Hedging Strategies
To the extent disclosed in the Prospectus, the Fund may engage in hedging
activities, or other investment in derivative instruments. The Fund may utilize
a variety of financial instruments, including options, forward contracts,
futures contracts (hereinafter referred to as "Futures" or "Futures Contracts"),
options on Futures Contracts, shorting strategies and swap agreements to attempt
to hedge the Fund's holdings.
Hedging or derivative instruments on securities generally are used to
hedge against price movements in one or more particular securities positions
that the 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 the 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, the Fund's ability to use hedging instruments may be limited by tax
considerations.
General Limitations on Futures and Options Transactions
The 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 the Fund under CFTC
Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as
currently in effect, the Fund limits its trading activity in futures, options on
futures and swaps (excluding activity for "bona fide hedging purposes," as
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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 the Fund with
the National Futures Association, the Futures industry's self-regulatory
organization. The Fund will not enter into Futures Contracts and options
transactions if more than 30% of its net assets would be committed to such
instruments. If the Advisor were no longer able to claim the exclusion for the
Fund, 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 Fund and may
be changed without shareholder approval as regulatory agencies permit.
Asset Coverage for Futures and Options Positions
The Fund 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 Fund 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
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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 Fund's use of stock index options is subject to certain risks.
Successful use by the 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, the Fund's ability
to 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 Fund's securities will not duplicate the components of
an index, the correlation will not be perfect. Consequently, the 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 the
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 the 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
the Fund is unable to close out a call option on securities that it has written
before the option is exercised, the Fund may be required to purchase the
optioned securities in order to satisfy its obligation under the option to
deliver such securities. If the 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 Fund.
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Futures Contracts
The Fund 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 the Fund or for other purposes
permissible under the CEA. The 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 Fund will not enter into Futures Contracts which are prohibited under the
CEA and will, to the extent required by regulatory authorities, enter only into
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
the Fund will be able to enter into an offsetting transaction with respect to a
particular Futures Contract at a particular time. If the Fund is not able to
enter into an offsetting transaction, the 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 the 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 the Fund's open positions
in Futures Contracts. A margin deposit is intended to ensure the 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.
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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 the Fund. In computing daily net asset value, the
Fund will mark to market the current value of its open Futures Contracts. The
Fund expects to earn interest income on its margin deposits.
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, the 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
the Fund seeks to close out a Futures position. The 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).
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Options on Futures
The Fund 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.
The Fund 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 Fund uses 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 the
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, the Fund will retain the full
amount of the option premium which provides a partial hedge against any decline
that may have occurred in the Fund's holdings of securities. If the price when
the option is exercised is above the exercise price, however, the 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 the 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 the Fund intends to
acquire.
As with investments in Futures Contracts, the Fund is 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 the
Fund. The Fund will earmark or set aside in a segregated account at the 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 Fund 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.
The 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
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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.
Swap Agreements
A swap is a financial instrument that typically involves the exchange of
cash flows between two parties on specified dates (settlement dates), where the
cash flows are based on agreed-upon prices, rates, indices, etc. The nominal
amount on which the cash flows are calculated is called the notional amount.
Swaps are individually negotiated and structured to include exposure to a
variety of different types of investments or market factors, such as interest
rates, non-U.S. currency rates, mortgage securities, corporate borrowing rates,
security prices, indexes or inflation rates.
Swap agreements may increase or decrease the overall volatility of the
investments of the Fund and its Share price. The performance of swap agreements
may be affected by a change in the specific interest rate, currency, or other
factors that determine the amounts of payments due to and from the Fund. If a
swap agreement calls for payments by the Fund, the Fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declines, the value of a swap agreement would be likely to decline, potentially
resulting in losses.
Generally, swap agreements have a fixed maturity date that will be agreed
upon by the parties. The agreement can be terminated before the maturity date
only under limited circumstances, such as default by one of the parties or
insolvency, among others, and can be transferred by a party only with the prior
written consent of the other party. The Fund may be able to eliminate its
exposure under a swap agreement either by assignment or by other disposition, or
by entering into an offsetting swap agreement with the same party or a similarly
creditworthy party. If the counterparty is unable to meet its obligations under
the contract, declares bankruptcy, defaults or becomes insolvent, the Fund may
not be able to recover the money it expected to receive under the contract.
A swap agreement can be a form of leverage, which can magnify the Fund's
gains or losses. In order to reduce the risk associated with leveraging, the
Fund may cover its current obligations under swap agreements according to
guidelines established by the SEC. If the Fund enters into a swap agreement on a
net basis, it will earmark assets with a daily value at least equal to the
excess, if any, of the Fund's accrued obligations under the swap agreement over
the accrued amount the Fund is entitled to receive under the agreement. If the
Fund enters into a swap agreement on other than a net basis, it will earmark
assets with a value equal to the full amount of the Fund's accrued obligations
under the agreement.
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Equity Swaps. In a typical equity swap, one party agrees to pay another
party the return on a stock, stock index or basket of stocks in return for a
specified interest rate. By entering into an equity index swap, for example, the
index receiver can gain exposure to stocks making up the index of securities
without actually purchasing those stocks. Equity index swaps involve not only
the risk associated with investment in the securities represented in the index,
but also the risk that the performance of such securities, including dividends,
will not exceed the return on the interest rate that the Fund will be committed
to pay.
Interest Rate Swaps. Interest rate swaps are financial instruments that
involve the exchange of one type of interest rate for another type of interest
rate cash flow on specified dates in the future. Some of the different types of
interest rate swaps are "fixed-for floating rate swaps," "termed basis swaps"
and "index amortizing swaps." Fixed-for floating rate swaps involve the exchange
of fixed interest rate cash flows for floating rate cash flows. Termed basis
swaps entail cash flows to both parties based on floating interest rates, where
the interest rate indices are different. Index amortizing swaps are typically
fixed-for floating swaps where the notional amount changes if certain conditions
are met. Like a traditional investment in a debt security, the Fund could lose
money by investing in an interest rate swap if interest rates change adversely.
For example, if the Fund enters into a swap where it agrees to exchange a
floating rate of interest for a fixed rate of interest, the Fund may have to pay
more money than it receives. Similarly, if the Fund enters into a swap where it
agrees to exchange a fixed rate of interest for a floating rate of interest, the
Fund may receive less money than it has agreed to pay.
Currency Swaps. A currency swap is an agreement between two parties in
which one party agrees to make interest rate payments in one currency and the
other promises to make interest rate payments in another currency. The Fund may
enter into a currency swap when it has one currency and desires a different
currency. Typically the interest rates that determine the currency swap payments
are fixed, although occasionally one or both parties may pay a floating rate of
interest. Unlike an interest rate swap, however, the principal amounts are
exchanged at the beginning of the contract and returned at the end of the
contract. Changes in non-U.S. exchange rates and changes in interest rates, as
described above, may negatively affect currency swaps.
Credit Default Swaps. A credit default swap is similar to an insurance
contract in that it provides the buyer with protection against specific risks.
Most often, corporate bond investors buy credit default swaps for protection
against a default by the issuer of the corporate bond, but these flexible
instruments can be used in many ways to customize exposure to corporate credit.
Credit default swap agreements can mitigate risks in bond investing by
transferring a given risk from one party to another without transferring the
underlying bond or other credit asset. In a credit default swap agreement, one
party "sells" risk and the counterparty "buys" that risk. The "seller" of credit
risk, who also tends to own the underlying credit asset, pays a periodic fee to
the risk "buyer." In return, the risk "buyer" agrees to pay the "seller" a set
amount if there is a default, or a credit event.
The Fund's use of credit default swap agreements exposes the Fund to
additional risks, including but not limited to, the credit and liquidity risk of
a counterparty. If the credit quality of any such counterparty deteriorates,
such counterparty may default on its obligations to make payments under the swap
agreement. The Fund may also be exposed to liquidity risk because the market for
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credit default swaps are relatively illiquid and the Fund will generally not be
permitted to terminate or assign its credit default swaps without the consent of
the related counterparty and accordingly may not be able to terminate or assign
such credit default swaps in a timely fashion and for a fair price, potentially
restricting its ability to take advantage of market opportunities.
Short Sales.
The Fund may take short positions in securities, which are often referred
to as "short sales." A short sale is a sale of a security the Fund has borrowed,
with the expectation that the security will underperform the market. To settle
the short sale transaction, the Fund buys the same security at a later date and
returns it to the lender of the security. The Fund makes money on a short
position if the market price of the security goes down after the short sale or
if the market price of the securities it buys with the proceeds of the short
sale increases more than that of the security sold short. Conversely, if the
price of the security sold short goes up after the short sale, the Fund loses
money because it has to pay more to replace the borrowed security than it
received when it sold the security short. Short-selling is considered "leverage"
and may involve substantial risk.
LENDING OF PORTFOLIO SECURITIES
To the extent disclosed in the Prospectus, in order to generate additional
income, as a non-principal investment strategy, the Fund may lend portfolio
securities 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 Fund will only enter
into domestic loan arrangements with broker-dealers, banks or other institutions
which First Trust has determined are creditworthy under guidelines approved by
the Board of Trustees. The Fund 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.
In these loan arrangements, the Fund will receive collateral in the form
of cash or U.S. government securities 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 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 the 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 the Fund lends portfolio
securities to a borrower, payments in lieu of dividends made by the borrower to
the Fund will not constitute "qualified 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.
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INVESTMENT RISKS
The following information supplements the discussion of the Fund's
investment risks that appears in the Prospectus.
Risk Factors of Loan Assignments and Participations
Loans are subject to the risks associated with debt obligations in general
including interest rate risk, credit risk and market risk. When a Loan is
acquired from a Lender, the risk includes the credit risk associated with the
Obligor of the underlying Loan. The Fund may incur additional credit risk when
the Fund acquires a participation in a Loan from another lender because the Fund
must assume the risk of insolvency or bankruptcy of the other lender from which
the Loan was acquired. To the extent that Loans involve Obligors in foreign or
emerging markets, such Loans are subject to the risks associated with foreign
investments or investments in emerging markets in general.
Liquidity Risk
Although the Fund limits its investments in illiquid securities to no more
than 15% of its net assets at the time of purchase, securities that are deemed
to be liquid at the time of purchase may become illiquid or less liquid. No
active trading market may exist for certain securities and certain securities
may be subject to restrictions on resale or have a limited secondary market.
Certain securities may be subject to irregular trading activity, wide bid/ask
spreads and extended trade settlement periods. The inability to dispose of
certain securities in a timely fashion or at a favorable price could result in
losses to the Fund.
Whether or not the securities held by the Fund are listed on a securities
exchange, the principal trading market for certain of the securities may be in
the OTC market. As a result, the existence of a liquid trading market for such
securities may depend on whether dealers will make a market in the securities.
There can be no assurance that a market will be made for any of the securities,
that any market for such securities will be maintained or that there will be
sufficient liquidity of the securities in any markets made. The price at which
such securities are held by the Fund will be adversely affected if trading
markets for the 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 may
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.
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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 Fund 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 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 distributed to its
shareholders in a timely manner. The Fund will not be able to pass through to
its shareholders any credit or deduction for such taxes.
ADDITIONAL RISKS OF INVESTING IN THE FUND
RISKS AND SPECIAL CONSIDERATIONS CONCERNING DERIVATIVES
To the extent disclosed in the Prospectus, the Fund may invest in
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 Fund 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 the Fund and its shareholders
and is consistent with the Fund's objectives, 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 the Fund's overall investments and investment
objectives.
(2) Credit 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
- 23 -
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 Fund 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 Fund. The Fund
will enter into transactions in derivative instruments only with
counterparties that First Trust reasonably believes are capable of
performing under the contract.
(3) Correlation Risk. Correlation risk is the risk that there might
be an imperfect correlation, or even no correlation, between price
movements of a derivative instrument and price movements of investments
being hedged. When a derivative transaction is used to completely hedge
another position, changes in the market value of the combined position
(the derivative instrument plus the position being hedged) result from an
imperfect correlation between the price movements of the two instruments.
With a perfect hedge, the value of the combined position remains unchanged
with any change in the price of the underlying asset. With an imperfect
hedge, the value of the derivative instrument and its hedge are not
perfectly correlated. For example, if the value of a derivative instrument
used in a short hedge (such as writing a call option, buying a put option
or selling a Futures Contract) increased by less than the decline in value
of the hedged investments, the hedge would not be perfectly correlated.
This might occur due to factors unrelated to the value of the investments
being hedged, such as speculative or other pressures on the markets in
which these instruments are traded. The effectiveness of hedges using
instruments on indices will depend, in part, on the degree of correlation
between price movements in the index and the price movements in the
investments being hedged.
(4) Liquidity Risk. Liquidity risk is the risk that a derivative
instrument cannot be sold, closed out, or replaced quickly at or very
close to its fundamental value. Generally, exchange contracts are very
liquid because the exchange clearinghouse is the counterparty of every
contract. OTC transactions are less liquid than exchange-traded
derivatives since they often can only be closed out with the other party
to the transaction. The Fund might be required by applicable regulatory
requirements to maintain assets as "cover," maintain segregated accounts,
and/or make margin payments when it takes positions in derivative
instruments involving obligations to third parties (i.e., instruments
other than purchase options). If the 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 the
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 the Fund sell a
portfolio security at a disadvantageous time. The 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 the Fund.
- 24 -
(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.
FUND MANAGEMENT
TRUSTEES AND OFFICERS
The general supervision of the duties performed for the Fund 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 Fund, 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
Fund.
- 25 -
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR PRINCIPAL COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND OFFICES FIRST ELECTED OCCUPATIONS OVERSEEN DURING PAST 5
AND DATE OF BIRTH WITH TRUST OR APPOINTED DURING PAST 5 YEARS BY TRUSTEE YEARS
Trustee who is an Interested
Person of the Trust
----------------------------
James A. Bowen(1) Chairman of the o Indefinite term Chief Executive Officer 100 Portfolios None
120 East Liberty Drive, Board and Trustee (December 2010 to
Suite 400 Present), President (until
Wheaton, IL 60187 o Since inception December 2010), First
D.O.B.: 09/55 Trust Advisors 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 term Physician; President, 100 Portfolios None
c/o First Trust Advisors L.P. Wheaton Orthopedics;
120 East Liberty Drive, Co-owner and Co-Director
Suite 400 o Since inception (January 1996 to May
Wheaton, IL 60187 2007), Sports Med Center
D.O.B.: 04/51 for Fitness; Limited
Partner, Gundersen Real
Estate Limited
Partnership; Member,
Sportsmed LLC
Thomas R. Kadlec Trustee o Indefinite term President (March 2010 to 100 Portfolios Director of
c/o First Trust Advisors L.P. Present), Senior Vice ADM Investor
120 East Liberty Drive, o Since inception President and Chief Services, Inc.
Suite 400 Financial Officer (May and ADM
Wheaton, IL 60187 2007 to March 2010), Vice Investor
D.O.B.: 11/57 President and Chief Services
Financial Officer (1990 to International
May 2007), ADM Investor
Services, Inc. (Futures
Commission Merchant)
Robert F. Keith Trustee o Indefinite term President (2003 to 100 Portfolios Director of
c/o First Trust Advisors L.P. Present), Hibs Enterprises Trust Company
120 East Liberty Drive, o Since inception (Financial and Management of Illinois
Suite 400 Consulting)
Wheaton, IL 60187
D.O.B.: 11/56
Niel B. Nielson Trustee o Indefinite term President and Chief 100 Portfolios Director of
c/o First Trust Advisors L.P. Executive Officer (July Covenant
120 East Liberty Drive, o Since inception 2012 to Present), Dew Transport Inc.
Suite 400 Learning LLC (Educational
Wheaton, IL 60187 Products and Services);
D.O.B.: 03/54 President (June 2002 to
June 2012), Covenant
College
- 26 -
|
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR PRINCIPAL COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND OFFICES FIRST ELECTED OCCUPATIONS OVERSEEN DURING PAST 5
AND DATE OF BIRTH WITH TRUST OR APPOINTED DURING PAST 5 YEARS BY TRUSTEE YEARS
Officers of the Trust
----------------------------
Mark R. Bradley President and Chief o Indefinite term Chief Financial Officer, N/A N/A
120 East Liberty Drive, Executive Officer Chief Operating Officer
Suite 400 (December 2010 to
Wheaton, IL 60187 o President and Present), First Trust
D.O.B.: 11/57 Chief Executive Advisors L.P. and First
Officer since Trust Portfolios L.P.;
January 2012; Chief Financial Officer,
Treasurer and BondWave LLC (Software
Chief Financial Development
Officer Company/Investment
(inception to Advisor) and Stonebridge
January 2012) Advisors LLC (Investment
Advisor)
James M. Dykas Treasurer, Chief o Indefinite term Controller (January 2011 N/A N/A
120 East Liberty Drive, Financial Officer to Present), Senior Vice
Suite 400 and Chief o Treasurer, Chief President (April 2007 to
Wheaton, IL 60187 Accounting Officer Financial Present), Vice President
D.O.B.: 01/66 Officer and (January 2005 to April
Chief Accounting 2007), First Trust
Officer since Advisors L.P. and First
January 2012; Trust Portfolios L.P
Assistant
Treasurer
(inception to
January 2012)
W. Scott Jardine Secretary and Chief o Indefinite term General Counsel, First N/A N/A
120 East Liberty Drive, Legal Officer Trust Advisors L.P. and
Suite 400 o Since inception First Trust Portfolios
Wheaton, IL 60187 L.P.; Secretary, BondWave
D.O.B.: 05/60 LLC (Software Development
Company/Investment
Advisor) and Stonebridge
Advisors LLC (Investment
Advisor)
Daniel J. Lindquist Vice President o Indefinite term Senior Vice President N/A N/A
120 East Liberty Drive, (September 2005 to
Suite 400 o Since inception Present), First Trust
Wheaton, IL 60187 Advisors L.P. and First
D.O.B.: 02/70 Trust Portfolios L.P.
Kristi A. Maher Assistant Secretary o Indefinite term Deputy General Counsel N/A N/A
120 East Liberty Drive, and Chief (May 2007 to Present),
Suite 400 Compliance Officer o Assistant First Trust Advisors L.P.
Wheaton, IL 60187 Secretary since and First Trust Portfolios
D.O.B.: 12/66 inception; Chief L.P.
Compliance
Officer since
January 2011
Roger F. Testin Vice President o Indefinite term Senior Vice President N/A N/A
120 East Liberty Drive, (November 2003 to
Suite 400 o Since inception Present), First Trust
Wheaton, IL 60187 Advisors L.P. and First
D.O.B.: 06/66 Trust Portfolios L.P.
- 27 -
|
NUMBER OF
PORTFOLIOS OTHER
IN THE FIRST TRUSTEESHIPS OR
TERM OF OFFICE TRUST FUND DIRECTORSHIPS
AND YEAR PRINCIPAL COMPLEX HELD BY TRUSTEE
NAME, ADDRESS POSITION AND OFFICES FIRST ELECTED OCCUPATIONS OVERSEEN DURING PAST 5
AND DATE OF BIRTH WITH TRUST OR APPOINTED DURING PAST 5 YEARS BY TRUSTEE YEARS
Stan Ueland Vice President o Indefinite term Senior Vice President N/A N/A
120 East Liberty Drive, (September 2012 to
Suite 400 o Since inception Present), Vice President
Wheaton, IL 60187 (August 2005 to September
D.O.B.: 11/70 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 Fund.
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 twelve 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 Active Dividend Income Fund, First Trust High Income
Long/Short Fund, First Trust Energy Infrastructure Fund and First Trust MLP and
Energy 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 VI, First Trust
Exchange-Traded AlphaDEX(R) Fund and First Trust Exchange Traded AlphaDEX(R)
Fund II, exchange-traded funds with 75 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 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 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 Fund, including general supervision of the duties
performed for the Fund under the investment management agreement between the
Trust, on behalf of the Fund, and the Advisor, is the responsibility of the
Board of Trustees. The Trustees of the Trust set broad policies for the Fund,
choose the Trust's officers, and hire the Fund's investment advisor and other
- 28 -
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, 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 Fund's 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 Fund's 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
communication between the Independent Trustees and the Fund's 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 currently serves a two year
term or until his successor is selected. Commencing January 1, 2014, the Lead
Independent Trustee will serve a three year term.
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 Fund's
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.
- 29 -
The three committee Chairmen and the Lead Independent Trustee currently
rotate every two years in serving as Chairman of the Audit Committee, the
Nominating and Governance Committee or the Valuation Committee, or as Lead
Independent Trustee. Commencing January 1, 2014, the three committee Chairmen
and the Lead Independent Trustee will rotate every three years. 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. Keith and
Mr. Bowen are members of the Executive Committee.
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
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.
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.
- 30 -
The Audit Committee is responsible for overseeing the 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.
RISK OVERSIGHT
As part of the general oversight of the Fund, the Board is involved in the
risk oversight of the Fund. The Board has adopted and periodically reviews
policies and procedures designed to address the 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 Fund's 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 Fund's 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 the Fund's major financial risk exposures and the steps the Advisor has
taken to monitor and control these exposures, including the 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 Fund. The Valuation Committee monitors valuation
risk and compliance with the Fund's Valuation Procedures and oversees the
pricing services and actions by the Advisor's Pricing Committee with respect to
the valuation of portfolio securities.
Not all risks that may affect the Fund 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
Fund or the Advisor or other service providers. Moreover, it is necessary to
bear certain risks (such as investment related risks) to achieve the Fund's
goals. As a result of the foregoing and other factors, the Fund's 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,
sub-advisors, underwriters or other service providers, including any affiliates
of these entities.
- 31 -
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.
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 (2008 - 2009), Chairman of the
Nominating and Governance Committee (2003 - 2007) and Chairman of the Valuation
Committee (June 2006 - 2007 and 2010 - 2011) of the First Trust Funds. He
currently serves as Chairman of the Audit Committee (since January 1, 2012) 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 he currently serves as Chairman of the Nominating
and Governance Committee (since January 1, 2012) 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 into
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 currently serves as Lead
Independent Trustee and on the Executive Committee (since January 1, 2012) of
the First Trust Funds.
Niel B. Nielson, Ph.D., has served as 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
- 32 -
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 Nominating and
Governance Committee (2008 - 2009) and Lead Independent Trustee (2010 - 2011)
and currently serves as Chairman of the Valuation Committee (since January 1,
2012) of the First Trust Funds.
James A. Bowen is Chief Executive Officer of First Trust Advisors L.P. and
First Trust Portfolios L.P. and until January 23, 2012, also served as President
and Chief Executive Officer of the First Trust Funds. 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
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 Fund for
one fiscal year and the actual compensation paid by the First Trust Fund Complex
to each of the Independent Trustees for the calendar year ended December 31,
2012, 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 TOTAL COMPENSATION FROM
NAME OF TRUSTEE THE FUND(1) THE FIRST TRUST FUND COMPLEX(2)
Richard E. Erickson $5,091 $276,500
Thomas R. Kadlec $5,051 $271,500
Robert F. Keith $5,131 $282,250
- 33 -
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ESTIMATED COMPENSATION FROM TOTAL COMPENSATION FROM
NAME OF TRUSTEE THE FUND(1) THE FIRST TRUST FUND COMPLEX(2)
Niel B. Nielson $5,251 $275,249
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(1) The estimated compensation to be paid by the Fund to the Independent
Trustees for one fiscal year for services to the Fund.
(2) The total compensation paid to the Independent Trustees for the calendar
year ended December 31, 2012 for services to the twelve portfolios of
First Defined Portfolio Fund, LLC, First Trust Series Fund and First Trust
Variable Insurance Trust, open-end funds, 13 closed-end funds and 73
series of the Trust, First Trust Exchange-Traded Fund, First Trust
Exchange-Traded Fund II, First Trust Exchange-Traded Fund VI, First Trust
Exchange-Traded AlphaDEX(R) Fund and First Trust Exchange-Traded
AlphaDEX(R) Fund II, all advised by First Trust.
The following table sets forth the dollar range of equity securities
beneficially owned by the Trustees in the Fund and in other funds overseen by
the Trustees in the First Trust Fund Complex as of December 31, 2012:
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
DOLLAR RANGE OF ALL REGISTERED INVESTMENT COMPANIES
EQUITY SECURITIES OVERSEEN BY TRUSTEE IN THE FIRST
IN THE FUND TRUST
TRUSTEE (NUMBER OF SHARES HELD) FUND COMPLEX
Interested Trustee
James A. Bowen None $50,001 - $100,000
Independent Trustees
Richard E. Erickson None Over $100,000
Thomas R. Kadlec None Over $100,000
Robert F. Keith None Over $100,000
Niel B. Nielson None Over $100,000
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As of the date of this SAI, 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 Fund or any
person directly or indirectly controlling, controlled by, or under common
control with an investment advisor or principal underwriter of the Fund.
As of the date of this SAI, the officers and Trustees, in the aggregate,
owned less than 1% of the Shares of the Fund.
As of February 25, 2013, First Trust Portfolios was the sole shareholder
of the Fund. As sole shareholder, First Trust Portfolios has the ability to
control the outcome of any item presented to shareholders for approval.
As of the date of this SAI, the Advisor does not own any Shares of the
Fund.
Investment Advisor. The Board of Trustees of the Trust, including the
Independent Trustees, approved an investment management agreement (the
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"Investment Management Agreement") for the Fund for an initial two-year term at
a meeting held on December 10, 2012. The Board of Trustees determined that the
Investment Management Agreement is in the best interests of the Fund in light of
the services, expenses and such other matters as the Board of Trustees
considered to be relevant in the exercise of its reasonable business judgment.
Pursuant to the Investment Management Agreement between First Trust and
the Trust, First Trust will manage the investment of the Fund's assets and will
be responsible for paying all expenses of the Fund, excluding the 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. The Fund has agreed to pay First Trust
an annual management fee equal to 0.95% of its average daily net assets.
First Trust, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,
is the investment advisor to the Fund. 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 to the Fund 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 Fund. 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 the 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. The 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. The Investment Management Agreement terminates automatically upon
assignment and is terminable at any time without penalty as to the Fund by the
Board of Trustees, including a majority of the Independent Trustees, or by vote
of the holders of a majority of the Fund's outstanding voting securities on 60
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days' written notice to First Trust, or by First Trust on 60 days' written
notice to the Fund.
Portfolio Managers. The following persons serve as the portfolio managers
of the Fund. There are currently five portfolio managers, as follows:
POSITION WITH LENGTH OF SERVICE PRINCIPAL OCCUPATION
NAME FIRST TRUST WITH FIRST TRUST DURING PAST FIVE YEARS
William Housey, CFA Senior Vice President, Since June 2010 Senior Vice President, Senior
Senior Portfolio Manager Portfolio Manager (June 2010
to Present), First Trust
Advisors L.P. and First Trust
Portfolios L.P.; Executive
Director and Co-Portfolio
Manager, Van Kampen Funds,
Inc.
Scott D. Fries, CFA Vice President, Portfolio Since June 2010 Vice President, Portfolio
Manager Manager, First Trust Advisors
L.P. and First Trust
Portfolios L.P.; Co-Portfolio
Manager of Institutional
Separately Managed Accounts,
Van Kampen Funds, Inc.
Peter Fasone Vice President, Portfolio Since December 2011 Senior Vice President, Senior
Manager Portfolio Manager (December
2010 to Present); Senior
Global Credit Analyst with BNP
Paribas Asset Management
Todd Larson Vice President, Portfolio Since December 2007 Vice President, Portfolio
Manager Manager, First Trust Advisors
L.P. and First Trust
Portfolios L.P.
Eric Maisel Vice President, Portfolio Since June 2008 Vice President, Portfolio
Manager Manager, First Trust Advisors
L.P. and First Trust
Portfolios L.P. (March 2011 to
Present); Vice President,
First Trust Portfolios L.P.
(June 2008 to Present); Senior
Portfolio Manager, Ascendant
Structured Credit Opportunity
Fund
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William Housey, CFA, joined First Trust in June 2010 as Senior Portfolio
Manager for the Leveraged Finance Investment Team and has 16 years of investment
experience. Mr. Housey is a Senior Vice President of First Trust. Prior to
joining First Trust, Mr. Housey was at Morgan Stanley/Van Kampen Funds, Inc. for
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11 years and served as Executive Director and Co-Portfolio Manager. Mr. Housey
has extensive experience in portfolio management of both leveraged and
unleveraged credit products, including Senior Loans, high-yield bonds, credit
derivatives and corporate restructurings. Mr. Housey received a B.S. in Finance
from Eastern Illinois University and an M.B.A. in Finance as well as Management
and Strategy from Northwestern University's Kellogg School of Business. He also
holds the FINRA Series 7, Series 52 and Series 63 licenses. Mr. Housey also
holds the Chartered Financial Analyst designation. He is a member of the CFA
Institute and the CFA Society of Chicago.
Scott D. Fries, CFA, joined First Trust in June 2010 as Co-Portfolio
Manager in the Leveraged Finance Investment Team and has 18 years of investment
industry experience. Mr. Fries is a Vice President of First Trust. Prior to
joining First Trust, Mr. Fries spent 15 years at Morgan Stanley/Van Kampen
Funds, Inc, where he most recently served as Executive Director and Co-Portfolio
Manager of Institutional Separately Managed Accounts. Mr. Fries received a B.A.
in International Business from Illinois Wesleyan University and an M.B.A. in
Finance from DePaul University. Mr. Fries holds the Chartered Financial Analyst
designation. He is a member of the CFA Institute and the CFA Society of Chicago.
Peter Fasone, CFA, joined First Trust in December 2011 as a Senior Credit
Analyst and has 24 years of industry experience, most recently as Senior Global
Credit Analyst with BNP Paribas Asset Management. He is a Vice President of
First Trust. Since 1996, his focus has been primarily on investing in high yield
and investment grade bonds for total return and structured credit portfolios.
Prior to BNP, Mr. Fasone served as Portfolio Manager and Senior Analyst for
Fortis Investments. From 2001 to 2008 he was Vice President and Senior Analyst
at ABN AMRO Asset Management where he assumed a leadership role in designing and
implementing a disciplined investment process for ABN's $1 billion global high
yield fund. Mr. Fasone received a B.S. degree from Arizona State University and
an M.B.A. degree from DePaul University's Kellstadt Graduate School of Business.
He holds a Chartered Financial Analyst designation and a Certified Public
Accountant designation. He is a member of the CFA Institute and the CFA Society
of Chicago.
Todd Larson, CFA, joined First Trust in December 2007 as a Portfolio
Manager and has 22 years of investment industry experience. He is a Vice
President of First Trust. His previous experience includes positions as a
portfolio manager with ABN AMRO Asset Management, Horizon Cash Management, and
Van Kampen American Capital. Mr. Larson also served as a municipal bond trader
with First Chicago Capital Markets, and as a financial consultant with Brokerage
Consultants, Inc. Mr. Larson received his B.A. in Business Administration from
North Park College in 1986. He also is a recipient of the Chartered Financial
Analyst designation and is a member of the CFA Institute and the CFA Society of
Chicago.
Eric Maisel, CFA, joined First Trust in March 2011 as a Portfolio Manager
and has 19 years of investment industry experience. He is a Vice President of
First Trust. His previous positions include Senior Portfolio Manager for the
Ascendant Structured Credit Opportunity Fund, Managing Director and Senior
Portfolio Manager for the Black River Global Credit Fund, Vice President and
Senior Trader for the Cargill Financial Markets Group and Senior Corporate Bond
Trader for American General Corporation. Mr. Maisel earned his B.A., summa cum
- 37 -
laude, from the University of Pittsburgh, and his M.Sc. from Oxford University -
which he attended on a British Marshall Scholarship. He is a member of the CFA
Institute and the CFA Society of Chicago.
As of the date of this SAI, no portfolio manager beneficially owns any
Shares of the Fund.
Compensation. The portfolio managers are compensated with an industry
competitive salary and a year-end discretionary bonus based on client service,
asset growth and the performance of the Fund. Each portfolio manager's
performance is formally evaluated annually based on a variety of factors. Bonus
compensation is primarily a function of the firm's overall annual profitability
and the individual portfolio manager's contribution as measured by the overall
investment performance of client portfolios in the strategy the portfolio
manager manages relative to the strategy's general benchmark.
The portfolio managers manage the investment vehicles (other than the
Fund) with the number of accounts and assets, as of December 31, 2012, set forth
in the table below:
ACCOUNTS MANAGED BY PORTFOLIO MANAGERS
REGISTERED INVESTMENT OTHER POOLED
COMPANIES INVESTMENT VEHICLES
NUMBER OF ACCOUNTS NUMBER OF ACCOUNTS OTHER ACCOUNTS NUMBER OF
PORTFOLIO MANAGER ($ ASSETS) ($ ASSETS) ACCOUNTS ($ ASSETS)
William Housey 3 ($715,000,000) 2 ($240,000,000) N/A
Scott D. Fries 3 ($715,000,000) 2 ($240,000,000) N/A
Peter Fasone 2 ($161,000,000) 2 ($240,000,000) N/A
Todd Larson 3 ($2,2000,000,000) N/A N/A
Eric Maisel 3 ($2,2000,000,000) N/A N/A
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Conflicts. None of the accounts managed by the portfolio managers 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 portfolio managers' management of the Fund's
investments and the investments of the other accounts managed by the portfolio
managers. However, because the investment strategy of the Fund and the
investment strategies of many of the other accounts managed by the portfolio
managers are based on fairly mechanical investment processes, the portfolio
managers 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
- 38 -
Fund and other accounts managed by the portfolio managers 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 Fund and other accounts managed by the portfolio
managers.
BROKERAGE ALLOCATIONS
First Trust is responsible for decisions to buy and sell securities for
the Fund and for the placement of the Fund's 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 the 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 the 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 Fund 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 Securities Exchange Act of 1934, as amended (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 (a) 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; (b) furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and the performance
of accounts; and (c) 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 Fund with benefits by
supplementing the research otherwise available to the Fund. The Investment
- 39 -
Management Agreement provides that such higher commissions will not be paid by
the Fund unless the Advisor determines in good faith that the amount is
reasonable in relation to the services provided. The investment advisory fees
paid by the Fund to First Trust under the Investment Management Agreement would
not be reduced as a result of receipt by First Trust of research services.
First Trust places portfolio transactions for other advisory accounts
advised by it, and research services furnished by firms through which the Fund
effects its 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 Fund. First Trust believes it is not possible to measure
separately the benefits from research services to each of the accounts
(including the Fund) 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
Fund will not be disproportionate to the benefits received by the Fund on a
continuing basis. First Trust seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell securities by the
Fund 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 Fund.
In making such allocations between the Fund 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.
CUSTODIAN, ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT
Custodian, Administrator, Fund Accountant and Transfer Agent. The Bank of
New York Mellon ("BNYM"), as custodian for the Fund pursuant to a Custodian
Agreement, holds the Fund's assets. Also, pursuant to an Administrative Agency
Agreement, BNYM provides certain administrative and accounting services to the
Fund, including maintaining the Fund's books of account, records of the Fund's
securities transactions and certain other books and records; acting as liaison
with the Fund's independent registered public accounting firm by providing such
accountant with various audit-related information with respect to the Fund; and
providing other continuous accounting and administrative services. BNYM also
serves as the Fund's transfer agent pursuant to an Administration and Accounting
Agreement. BNYM is located at 101 Barclay St., New York, NY 10286.
Pursuant to the Administrative Agency Agreement, the Trust on behalf of
the Fund 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 BNYM
and the Trust, the Fund has agreed to pay such compensation as is mutually
agreed from time to time and such out-of-pocket expenses as incurred by BNYM in
the performance of its duties.
- 40 -
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 Fund. 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 Fund through the Distributor only in
Creation Unit Aggregations, as described in the Prospectus and below under the
heading "Creation and Redemption of Creation Unit Aggregations."
The Advisor 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. The
Advisor's available resources to make these payments may include profits from
advisory fees received from the Fund. The services the Advisor 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.
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 Fund may reimburse
the Distributor up to a maximum annual rate of 0.25% of its 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 such fee is currently paid by the Fund under the Plan, and pursuant to
a contractual agreement, the Fund will not pay 12b-1 fees any time before
February 28, 2014.
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 Fund. 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
- 41 -
Creation Unit Aggregations of Fund Shares. Participating Parties (which are
participants in the Continuous Net Settlement System of the National Securities
Clearing Corporation) shall be DTC Participants.
Additional Service Provider. First Trust, on behalf of the Fund has
engaged Markit Group Limited or its designee (the "IPV Calculator"), to
calculate the intra-day values for the Shares of the Fund.
Exchange. The only relationship that the Exchange has with First Trust or
the Distributor of the Fund in connection with the Fund is that the Exchange
will list the Shares of the Fund and disseminates the intra-day portfolio values
that are calculated by the IPV Calculator pursuant to its listing agreement with
the Trust. The Exchange 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 Fund or in the determination or calculation of the asset value of the Fund.
The Exchange has no obligation or liability in connection with the
administration, marketing or trading of the Fund.
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 Fund 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.
- 42 -
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 Fund
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
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 Fund 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.
Intra-Day Portfolio Value. The price of a non-U.S. security that is
primarily traded on a non-U.S. exchange shall be updated every 15 seconds
throughout its trading day, provided, that upon the closing of such non-U.S.
exchange the closing price of the security will be used throughout the remainder
of the business day where the markets remain open. These exchange rates may
differ from those used by First Trust and consequently result in intra-day
portfolio values that may vary. Furthermore, in calculating the intra-day
portfolio values of the Fund's Shares, the exchange rates that are deemed to be
most appropriate are used.
PROXY VOTING POLICIES AND PROCEDURES
The Board has delegated to First Trust the proxy voting responsibilities
for the Fund and has directed First Trust to vote proxies consistent with the
Fund's best interests. First Trust has engaged the services of ISS Governance
- 43 -
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 Fund.
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.
Information regarding how the Fund voted proxies (if any) relating to
portfolio securities during the most recent 12-month period ended June 30, will
be available upon request and without charge on the Fund's website at
http://www.ftportfolios.com, by calling (800) 621-1675 or by accessing the SEC's
website at http://www.sec.gov.
Quarterly Portfolio Schedule. The Trust is required to disclose, after its
first and third fiscal quarters, the complete schedule of the Fund's portfolio
holdings with the SEC on Form N-Q. Form N-Q for the Trust is available on the
SEC's website at http://www.sec.gov. The Fund's Form 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 Form N-Q is available without charge, upon
request, by calling 1-800-621-1675 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 the Fund's portfolio
holdings. The Board of Trustees must approve all material amendments to this
policy. The 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 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 the Fund. The Fund's portfolio holdings are also available on the Fund's
website at http://www.ftportfolios.com. The Trust, First Trust, FTP and BNYM
will not disseminate non-public information concerning the Trust.
Codes of Ethics. In order to mitigate the possibility that the Fund 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 Fund;
however, the Codes of Ethics require that each transaction in such securities be
reviewed by the Chief Compliance Officer or his or her designee. These Codes of
Ethics are on public file with, and are available from, the SEC.
- 44 -
CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS
GENERAL
The Trust issues and sells Shares of the Fund 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, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
PURCHASE AND ISSUANCE OF CREATION UNIT AGGREGATIONS
Fund Deposit. Unless cash purchases are required or permitted for the Fund
under the circumstances described below, the consideration for purchase of a
Creation Unit Aggregation of Shares of the Fund generally consists of the
in-kind deposit of a designated portfolio of securities and other instruments
(the "Deposit Securities") generally corresponding pro rata (except in certain
circumstances) to the Fund's portfolio positions (including cash positions) as
of the end of the prior Business Day and an amount of cash computed as described
below (the "Cash Component"). Together, the Deposit Securities (and/or any cash
with respect to cash purchases and cash-in-lieu amounts) and the Cash Component
constitute the "Fund Deposit," which represents the minimum initial and
subsequent investment amount for a Creation Unit Aggregation of the 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 (i) the net asset value of Fund Shares (per Creation Unit Aggregation)
and (ii) the "Deposit Amount" -- an amount equal to the aggregate market value
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, makes available on each Business Day,
prior to the opening of business of the Exchange (currently 9:30 a.m., Eastern
Time), the list of the names and the required quantity of each Deposit Security,
as well as the estimated Cash Component (if any) that will be applicable to Fund
Deposits for the Fund for that day (subject to correction of any errors). Such
Fund Deposit information is applicable in order to effect creations of Creation
Unit Aggregations of the Fund until the next Business Day.
- 45 -
The identities and quantities of the Deposit Securities required for a
Fund Deposit for the Fund change as corporate action events are reflected within
the Fund from time to time by First Trust with a view to the investment
objectives of the Fund.
The Fund reserves the right to require or permit purchases of Creation
Unit Aggregations to be made in whole or in part on a cash basis, rather than
in-kind, under the following circumstances: (i) to the extent there is a Cash
Component; (ii) if, on a given Business Day, the Fund announces before the open
of trading that all purchases on that day will be made entirely in cash; (iii)
if, upon receiving a purchase order from an Authorized Participant (as defined
below), the Fund determines to require the purchase to be made entirely in cash;
(iv) if, on a given Business Day, the Fund requires all Authorized Participants
purchasing Shares on that day to deposit cash in lieu of some or all of the
Deposit Securities because: (a) such instruments are not eligible for transfer
through either the Continuous Net Settlement System of the NSCC as such
processes have been enhanced to effect purchases and redemptions of Creation
Unit Aggregations (the "NSCC Process") or through the facilities of DTC (the
"DTC Process"); or (b) in the case of non-U.S. Deposit Securities, such
instruments are not eligible for trading due to local trading restrictions,
local restrictions on securities transfers or other similar circumstances; or
(v) if the Fund permits an Authorized Participant to deposit cash in lieu of
some or all of the Deposit Securities because: (a) such instruments are not
available in sufficient quantity; or (b) such instruments are not eligible for
trading by an Authorized Participant or the investor on whose behalf the
Authorized Participant is acting.
In addition, under the following circumstances, it is possible that
Deposit Securities may not correspond pro rata to the positions in the Fund's
portfolio as of the end of the prior Business Day: (i) in the case of bonds, for
minor differences when it is impossible to break up bonds beyond certain minimum
sizes needed for transfer and settlement; (ii) for minor differences when
rounding is necessary to eliminate fractional shares or lots that are not
tradeable round lots (a tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary market); or
(iii) with respect to "to-be-announced" transactions, short positions and other
positions that cannot be transferred in kind (including instruments that can be
transferred in kind only with the consent of the original counterparty to the
extent the Fund does not intend to seek such consents), and they will therefore
be excluded from the Deposit Securities with their value reflected in the
determination of the Cash Component.
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 the Fund, an entity must be a DTC Participant (see the Book Entry
Only System section), 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 must have
international operational capabilities. A DTC Participant is also referred to as
an "Authorized Participant." Investors should contact the Distributor for the
names of Authorized Participants 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 standard 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
- 46 -
each case on the date such order is placed in order for the creation of Creation
Unit Aggregations to be effected based on the net asset value of Shares of the
Fund as next determined on such date after receipt of the order in proper form.
Subject to the provisions of the applicable Participant Agreement, in the case
of custom orders, the order must generally be received by the transfer agent no
later than 3:00 p.m. Eastern Time on the trade date. The Fund may require custom
orders for the purchase of Creation Unit Aggregations to be placed earlier in
the day (for example, on days when the generally accepted close of the Exchange
or the applicable fixed-income security market occurs earlier than normal (such
as the day before a holiday)). In addition, it is possible that orders to
purchase a Creation Unit Aggregation may not be accepted on any day when the
applicable fixed-income security markets are closed. 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 Authorized Participant by telephone or
other transmission method acceptable to the transfer agent pursuant to
procedures set forth in the Participant Agreement. Economic or market
disruptions or changes, or telephone or other communication failure may impede
the ability to reach the transfer agent or an Authorized Participant.
All orders from investors who are not Authorized Participants to create
Creation Unit Aggregations shall be placed with an Authorized Participant, as
applicable, in the form required by such Authorized Participant. In addition,
the Authorized Participant 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 the Fund have to be
placed by the investor's broker through an Authorized Participant 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.
Deposit Securities must be delivered to the Trust through the applicable
processes set forth in the Participant Agreement. Deposit Securities which are
non-U.S. securities must be delivered to an account maintained at the applicable
local subcustodian of the Trust on or before the International Contractual
Settlement Date (as defined below), all in accordance with the terms of the
Participant Agreement. If a Deposit Security is an ADR or similar domestic
instrument, it may be delivered to the Custodian. The Authorized Participant
must also pay on or before the International Contractual Settlement Date
immediately available or same-day funds estimated by Trust to be sufficient to
pay the Cash Component next determined after acceptance of the creation order,
together with the applicable Creation Transaction Fee (as defined below) and
additional variable amounts, as described below, all in accordance with the
terms of the Participant Agreement. 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 the Fund or (ii) the latest day for settlement on the customary
settlement cycle in the jurisdiction(s) where any of the securities of the Fund
- 47 -
are customarily traded. Any excess funds will be returned following settlement
of the issue of the Creation Unit Aggregation.
Issuance of Creation Unit Aggregations. A Creation Unit Aggregation will
generally not be issued until the transfer of good title to the Trust of the
portfolio of Deposit Securities and the payment of the Cash Component, the
Creation Transaction Fee (as defined below) and any other required cash amounts
have been completed. As described in the next paragraph, in the event that an
order for a Creation Unit is incomplete 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 Authorized Participant 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.
To the extent contemplated by the applicable Participant Agreement,
Creation Unit Aggregations of the Fund will be issued to such Authorized
Participant notwithstanding the fact that the corresponding Fund Deposits have
not been received in part or in whole, in reliance on the undertaking of the
Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant'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. The Participant Agreement will permit
the Fund to buy the missing Deposit Securities at any time and will subject the
Authorized Participant 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 the 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 required Fund
Deposit is not delivered; (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 the Trust, be unlawful; (vi) acceptance of the Fund
Deposit would otherwise, in the discretion of the Trust or the Distributor, have
an adverse effect on the Trust, the Fund or the rights of Beneficial Owners; or
(vii) circumstances outside the control of the Trust or the Fund make it
impossible to process creation orders for all practical purposes. Examples of
such circumstances include: acts of God or 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, the Fund, First Trust, the Distributor, DTC, NSCC,
the transfer agent, the Custodian, the sub-custodian or any other participant in
the creation process; 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; and similar extraordinary events.
The Distributor shall notify a prospective creator of a Creation Unit and/or the
Authorized Participant acting on behalf of such prospective creator of its
rejection of the order of such person. The Trust, the Fund, the Custodian, any
sub-custodian and the Distributor are under no duty, however, to give
- 48 -
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.
All questions as to the quantity 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. 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 the Fund's portfolio and the countries in which the transactions are
settled. 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 the Fund permits an Authorized Participant to
substitute cash in lieu of depositing one or more of the requisite Deposit
Securities, the Authorized Participant may also be assessed an amount to cover
the cost of purchasing the Deposit 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.
REDEMPTIONS OF CREATION UNIT AGGREGATIONS
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 the Fund
through the transfer agent and only on a Business Day. The 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.
The Custodian, through the NSCC, makes available on each Business Day,
prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern
Time), the list of the names and the required quantity of the securities and
other instruments ("Fund Securities"), as well as the estimated Cash Redemption
Amount (defined below) (if any), that will be applicable for the Fund for that
day (subject to correction of any errors) to redemption requests received in
proper form (as described below) on that day.
Unless cash redemptions are required or permitted for the Fund under the
circumstances described below, the redemption proceeds for a Creation Unit
Aggregation generally consist of 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
(per Creation Unit Aggregation) being redeemed, as next determined after a
- 49 -
receipt of a request in proper form, and the aggregate market 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 an aggregate market value greater than the net asset value of
the Fund Shares (per Creation Unit Aggregation), 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 Authorized Participant by
the redeeming shareholder.
The Fund reserves the right to require or permit redemptions of Creation
Unit Aggregations to be made in whole or in part on a cash basis, rather than
in-kind, under the following circumstances: (i) to the extent there is a Cash
Redemption Amount; (ii) if, on a given Business Day, the Fund announces before
the open of trading that all redemptions on that day will be made entirely in
cash; (iii) if, upon receiving a redemption order from an Authorized
Participant, the Fund determines to require the redemption to be made entirely
in cash; (iv) if, on a given Business Day, the Fund requires all Authorized
Participants redeeming Shares on that day to receive cash in lieu of some or all
of the Fund Securities because: (a) such instruments are not eligible for
transfer through either the NSCC Process or the DTC Process; or (b) in the case
of non-U.S. Fund Securities, such instruments are not eligible for trading due
to local trading restrictions, local restrictions on securities transfers or
other similar circumstances; or (v) if the Fund permits an Authorized
Participant to receive cash in lieu of some or all of the Fund Securities
because: (a) such instruments are not eligible for trading by an Authorized
Participant or the investor on whose behalf the Authorized Participant is
acting; or (b) with respect to non-U.S. Fund Securities, a holder of Shares of
the Fund would be subject to unfavorable income tax treatment if the holder
receives redemption proceeds in kind.
In addition, under the following circumstances, it is possible that Fund
Securities may not correspond pro rata to the positions in the Fund's portfolio
as of the end of the prior Business Day: (i) in the case of bonds, for minor
differences when it is impossible to break up bonds beyond certain minimum sizes
needed for transfer and settlement; (ii) for minor differences when rounding is
necessary to eliminate fractional shares or lots that are not tradeable round
lots; or (iii) with respect to "to-be-announced" transactions, short positions
and other positions that cannot be transferred in kind (including instruments
that can be transferred in kind only with the consent of the original
counterparty to the extent the Fund does not intend to seek such consents), and
they will therefore be excluded from the Fund Securities with their value
reflected in the determination of the Cash Redemption Amount.
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 the 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. The Redemption Transaction Fee is applicable to each redemption
- 50 -
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 the Fund's portfolio and the countries
in which the transactions are settled. 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 Authorized Participant 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 Authorized Participant that has
executed a Participant Agreement and must comply with the applicable provisions
of such Participant Agreement. Investors other than Authorized Participants are
responsible for making arrangements for a redemption request to be made through
an Authorized Participant.
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 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 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 upon which the Fund may rely, the Fund's in-kind redemption
proceeds are permitted to 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 no
later than 15 calendar days following tender of a Creation Unit Aggregation in
proper form.
In connection with taking delivery of shares of non-U.S. Fund Securities
upon redemption of shares of the Fund, a redeeming Beneficial Owner, or
Authorized Participant 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 Authorized Participant's agreement, in
the event the Authorized Participant 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 Fund's transfer agent, the transfer agent may
nonetheless accept the redemption request in reliance on the undertaking by the
Authorized Participant to deliver the missing Shares as soon as possible. Such
undertaking shall be secured by the Authorized Participant'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.
- 51 -
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 BNYM and marked to
market daily, and that the fees of BNYM and any sub-custodians in respect of the
delivery, maintenance and redelivery of the cash collateral shall be payable by
the Authorized Participant. If the Authorized Participant'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 Authorized
Participant 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 BNYM
according to the procedures set forth in this SAI under "Determination of Net
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 BNYM by a DTC Participant not later than Closing Time on the
Transmittal Date, and the requisite number of shares of the Fund are delivered
to BNYM prior to the specified time, then the value of the Fund Securities and
the Cash Redemption Amount to be delivered will be determined by BNYM on such
Transmittal Date. A redemption order must be submitted in proper form.
Redemptions of Fund Shares for Fund Securities will be subject to
compliance with applicable federal and state securities laws and the Fund
reserves the right to redeem Creation Unit Aggregations for cash under the
circumstances described above. An Authorized Participant or an investor for
which it is acting may therefore be paid redemption proceeds in cash. The
Authorized Participant 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 the 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 the Fund, or purchase and sell shares of the 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.
REGULAR HOLIDAYS
The Fund generally intends to effect deliveries of Creation Units and
securities in its portfolio ("Portfolio Securities") 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
- 52 -
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 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. In no event, however, will the Fund take more
than fifteen 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 March 1, 2013 through February 28, 2014 of the below-listed
countries are as follows:
- 53 -
ARGENTINA AUSTRALIA AUSTRIA BELGIUM
--------- --------- ------- -------
March 29 March 29 April 1 April 1
April 1 April 1 May 1 May 1
April 2 April 25 May 9 May 9
May 1 December 25 May 20 May 20
May 25 December 26 May 30 August 15
June 20 January 1 August 15 November 1
June 21 January 27 October 26 November 11
July 9 November 1 December 25
August 19 December 25 January 1
October 14 December 26
November 25 January 1
December 8
December 25
January 1
BRAZIL CANADA CHILE CHINA
------ ------ ----- -----
March 29 March 29 March 19 April 4
May 1 April 1 May 1 May 1
May 30 May 20 May 21 June 12
November 15 July 1 July 16 September 19
December 25 September 2 August 15 September 30
December 31 October 14 September 18 October 1
January 1 December 25 September 19 October 2
December 26 September 20 October 3
January 1 October 31 October 8
November 1 October 9
December 25 October 10
January 1 October 11
January 1
January 2
January 3
January 4
January 7
February 4
February 5
|
- 54 -
DENMARK FINLAND FRANCE GERMANY
------- ------- ------ -------
March 28 March 29 April 1 March 29
March 29 April 1 May 1 April 1
April 1 May 1 May 8 May 1
April 26 May 9 May 9 May 9
May 9 December 6 May 20 May 20
May 20 December 25 August 15 October 3
December 25 December 26 November 1 December 25
December 26 January 1 November 11 December 26
January 1 January 6 December 25 January 1
January 1
GREECE HONG KONG INDIA IRELAND
------ --------- ----- -------
March 18 March 29 March 25 March 18
March 25 April 1 March 26 April 1
May 1 April 4 March 27 May 6
May 3 May 1 March 29 June 3
May 6 May 17 April 11 August 5
June 24 June 12 April 24 October 28
August 15 July 1 May 8 December 25
October 28 September 20 May 24 December 26
December 25 October 1 July 10 January 1
December 26 October 14 August 2
January 1 December 25 August 15
January 6 December 26 August 20
January 1 August 28
January 31 September 9
February 3 September 16
October 2
October 11
October 16
October 18
October 22
November 4
November 5
November 8
November 14
December 24
December 25
January 1
February 28
|
- 55 -
ISRAEL ITALY JAPAN MALAYSIA
------ ----- ----- --------
March 26 April 1 March 20 May 1
April 1 April 25 April 29 August 8
April 8 May 1 May 3 August 9
April 15 August 15 May 6 September 16
April 16 November 1 July 15 October 15
May 15 December 25 September 16 November 5
July 16 December 26 September 23 December 25
September 5 January 1 October 14 January 1
September 6 November 4 January 24
September 19 December 23
September 26 January 1
November 28 January 13
February 11
MEXICO NEW ZEALAND NETHERLANDS NORWAY
------ ----------- ----------- ------
March 18 March 29 March 29 March 28
March 21 April 1 April 1 March 29
May 1 April 25 April 30 April 1
September 16 June 3 May 9 May 1
November 18 October 28 May 20 May 9
November 20 December 25 December 25 May 17
December 25 December 26 December 26 May 20
January 1 January 1 January 1 December 25
February 3 January 2 December 26
February 5 February 6 January 1
|
- 56 -
PORTUGAL SINGAPORE SOUTH AFRICA SOUTH KOREA
-------- --------- ------------ -----------
March 29 March 29 March 21 March 1
April 25 April 6 March 29 May 17
May 1 May 1 April 1 June 6
June 10 May 24 May 1 August 15
August 15 August 8 June 17 September 18
December 25 August 9 August 9 September 19
January 1 October 15 September 24 September 20
November 4 December 16 October 3
December 25 December 25 December 25
January 1 December 26 January 1
January 1
SPAIN SWEDEN SWITZERLAND TAIWAN
----- ------ ----------- ------
March 29 March 29 March 29 April 4
May 1 April 1 April 1 May 1
November 1 May 1 April 9 June 12
December 6 May 9 May 20 September 3
December 9 June 6 May 30 September 19
December 25 December 25 August 1 October 10
January 1 December 26 August 15 January 1
January 1 November 1 February 3
January 6 December 8 February 28
December 25
December 26
January 1
January 2
January 6
THAILAND UNITED KINGDOM UNITED STATES
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April 5 March 29 May 27
April 15 May 6 July 4
April 16 May 27 September 2
April 17 December 25 October 14
May 6 December 26 November 11
August 12 January 1 November 28
October 23 December 25
December 5 January 1
December 10 January 20
December 31 February 17
January 1
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FEDERAL TAX MATTERS
This section summarizes some of the main U.S. federal income tax
consequences of owning Shares of the 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.
This federal income tax summary is based in part on the advice of counsel
to the Fund. 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 Fund. 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.
The 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, the 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 the 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 the 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 the 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 the Fund.
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As a regulated investment company, the Fund generally will not be subject
to U.S. federal income tax on its 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 it distributes to shareholders. The Fund
intends to distribute to its shareholders, at least annually, substantially all
of its investment company taxable income and net capital gain. If the 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, the 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 Fund intends 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 the 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 the 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 Fund's 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 the Fund
may be taxed at capital gains tax rates. In particular, ordinary income
dividends received by an individual shareholder from a regulated investment
company such as the Fund 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
the Fund itself. Dividends received by the Fund from foreign corporations are
qualifying dividends eligible for this lower tax rate only in certain
circumstances. The Fund 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 Fund 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 the Fund may also be subject to a new 3.8% "Medicare tax" imposed for
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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.
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 Fund from certain domestic corporations may be reported by the
Fund 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. Some capital gains
dividends may be taxed at a maximum stated rate of 25%. 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 the Fund
on the reinvestment date. A distribution of an amount in excess of the 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 Fund, 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.
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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
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 Fund's 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 Fund 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 Fund's 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 Fund (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 Fund and may defer Fund losses. These
rules could, therefore, affect the character, amount and timing of distributions
to shareholders. These provisions also (a) will require the Fund to
mark-to-market certain types of the positions in its portfolio (i.e., treat them
as if they were closed out), and (b) may cause the Fund 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 the 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. The Fund will not be able to
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pass through to its shareholders any credit or deduction for such taxes. The
Fund may be able to make an election that could ameliorate these adverse tax
consequences. In this case, the 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, the 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 (described above). Dividends paid by PFICs will not be treated as
qualified dividend income.
BACKUP WITHHOLDING
The Fund 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 Fund 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
the Fund is "effectively connected" with a U.S. trade or business carried on by
the shareholder.
In addition to the rules described above concerning the potential
imposition of withholding on distributions to non-U.S. persons, distributions
after December 31, 2013, 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 purposes, 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 December 31, 2013, 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.
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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 the Fund is not
"effectively connected" with a U.S. trade or business carried on by the non-U.S.
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 the
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 Fund 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 Fund 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 the Fund
beginning prior to 2014, distributions from the Fund 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 non-U.S. 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 the 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 the Fund which are properly reported by the
Fund as undistributed capital gains and any gains realized upon the sale or
exchange of shares of the Fund 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
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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 Fund.
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 Fund.
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 the 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 sale 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 the
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 exchange on which they are principally traded.
Securities listed on NASDAQ(R) or AIM are valued at the official closing
price. Portfolio securities traded on more than one securities exchange
are valued at the last sale price or official closing price, as
applicable, at the close of the exchange representing the principal market
for such securities.
(2) Securities traded in the OTC market are valued 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. If no closing price is available, exchange-traded options and
futures contracts will be valued at the mean between the last bid and
asked price. OTC options and Futures Contracts will be valued 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.
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In addition, the following types of securities will be valued as follows:
(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 the 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 which 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 the Fund's investments using fair value pricing will result in
using prices for those investments that may differ from current market
valuations.
Because foreign markets may be open on different days than the days during
which a shareholder may purchase the Shares of the Fund, the value of the 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.
The Fund may suspend the right of redemption for the Fund only under the
following unusual circumstances: (a) when the NYSE is closed (other than
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weekends and holidays) or trading is restricted; (b) 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 (c) 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 Fund, if
any, are declared and paid monthly. 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 the 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 Fund.
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 Fund 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 the 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
S. Wacker Drive, Chicago, Illinois 60606, serves as the Fund's independent
registered public accounting firm. The firm audits the Fund's financial
statements and performs other related audit services.
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