12/13/2024 | Press release | Distributed by Public on 12/13/2024 14:03
Registration Statement Under the Securities Act of 1933
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Pre-Effective Amendment No. __
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Post-Effective Amendment No. 549
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and
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Registration Statement Under the Investment Company Act of 1940
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Amendment No. 551
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immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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this post-effective amendment designates a new effective date for a previously filed post-effective
amendment.
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First Trust
Exchange-Traded Fund VIII
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Ticker Symbol:
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TDEC
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Exchange:
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Cboe BZX
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Summary Information
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4
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Additional Information on the Fund's Investment Objective and Strategies
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19
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Fund Investments
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19
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Risks of Investing in the Fund
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20
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Fund Organization
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30
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Management of the Fund
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30
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How to Buy and Sell Shares
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31
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Dividends, Distributions and Taxes
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32
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Federal Tax Matters
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33
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Distribution Plan
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35
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Net Asset Value
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35
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Fund Service Providers
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36
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Disclaimers
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36
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Premium/Discount Information
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37
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Financial Highlights
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37
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Other Information
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38
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Management Fees
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0.95%
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Distribution and Service (12b-1) Fees
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0.00%
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Other Expenses(1)
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0.00%
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Total Annual Fund Operating Expenses
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0.95%
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1 Year
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3 Years
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$97
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$303
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You should onlyconsider this investment if:
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You should notconsider this investment if:
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●you fully understand the risks inherent in an investment in
the Fund;
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●you do not fully understand the risks inherent in an
investment in the Fund;
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●you desire to invest in a product with a return that
depends upon the performance of the Underlying ETF
over the Target Outcome Period;
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●you do not desire to invest in a product with a return that
depends upon the performance of the Underlying ETF
over the Target Outcome Period;
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●you are willing to hold shares for the duration of the
Target Outcome Period in order to achieve the outcomes
that the Fund seeks to provide;
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●you are unwilling to hold shares for the duration of the
Target Outcome Period in order to achieve the outcomes
that the Fund seeks to provide;
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●you fully understand that investments made when the
Fund is at or near to the cap may have limited to no
upside;
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●you do not fully understand that investments made when
the Fund is at or near to the cap may have limited to no
upside;
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●you are willing to forgo any gains in excess of the cap;
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●you are unwilling to forgo any gains in excess of the cap;
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●you are not seeking an investment that provides
dividends to shareholders;
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●you are seeking an investment that provides dividends to
shareholders;
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●you fully understand that investments made after the
Target Outcome Period has begun may not fully benefit
from the buffer;
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●you do not fully understand that investments made after
the Target Outcome Period has begun may not fully
benefit from the buffer;
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●you are willing to accept the risk of losing your entire
investment; and
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●you are unwilling to accept the risk of losing your entire
investment; and
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●you have visited the Fund's website and understand the
investment outcomes available to you based upon the
time of your purchase.
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●you have not visited the Fund's website and do not
understand the investment outcomes available to you
based upon the timing of your purchase.
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First Trust
Exchange-Traded Fund VIII
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FUND NAME
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TICKER SYMBOL
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EXCHANGE
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FT Vest Emerging Markets Buffer ETF -December
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TDEC
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Cboe BZX
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General Description of the Trust and the Fund
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1
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Exchange Listing and Trading
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3
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Investment Objective and Policies
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3
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Investment Strategies
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4
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Investment Risks
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7
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Management of the Fund
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10
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Sub-Advisor
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18
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Brokerage Allocations
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20
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Disclaimers
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21
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Administrator, Custodian, Transfer Agent, Fund Accountant, Distributor, Additional Service
Provider and Exchange
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21
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Additional Payments to Financial Intermediaries
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22
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Additional Information
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24
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Proxy Voting Policies and Procedures
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25
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Creation and Redemption of Creation Units
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26
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Federal Tax Matters
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29
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Determination of Net Asset Value
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33
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Dividends and Distributions
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33
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Miscellaneous Information
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33
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Exhibit A-Proxy Voting Guidelines
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A-1
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Name and
Year of Birth
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Position
and Offices
with Trust
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Term of
Office and
Year First
Elected or
Appointed
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Principal Occupations
During Past 5 Years
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Number of
Portfolios
in the First
Trust Fund
Complex
Overseen
by Trustee
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Other
Trusteeships or
Directorships
Held by
Trustee
During the
Past 5 Years
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TRUSTEE WHO IS AN INTERESTED PERSON OF THE TRUST
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James A. Bowen (1)
1955
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Chairman of the
Board and Trustee
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●Indefinite term
●Since inception
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Chief Executive Officer, First Trust
Advisors L.P. and First Trust Portfolios
L.P.; Chairman of the Board of Directors,
BondWave LLC (Software Development
Company) and Stonebridge Advisors LLC
(Investment Advisor)
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___ Portfolios
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None
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INDEPENDENT TRUSTEES
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Richard E. Erickson
1951
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Trustee
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●Indefinite term
●Since inception
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Retired; Physician, Edward-Elmhurst
Medical Group (2021 to September
2023); Physician and Officer, Wheaton
Orthopedics (1990 to 2021)
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___ Portfolios
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None
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Thomas R. Kadlec
1957
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Trustee
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●Indefinite term
●Since inception
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Retired; President, ADM Investor
Services, Inc. (Futures Commission
Merchant) (2010 to July 2022)
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___ Portfolios
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Director, National
Futures
Association;
formerly, Director
of ADM Investor
Services, Inc.,
ADM Investor
Services
International,
ADMIS Hong Kong
Ltd., ADMIS
Singapore Ltd. and
Futures Industry
Association
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Name and
Year of Birth
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Position
and Offices
with Trust
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Term of
Office and
Year First
Elected or
Appointed
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Principal Occupations
During Past 5 Years
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Number of
Portfolios
in the First
Trust Fund
Complex
Overseen
by Trustee
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Other
Trusteeships or
Directorships
Held by
Trustee
During the
Past 5 Years
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INDEPENDENT TRUSTEES
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Denise M. Keefe
1964
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Trustee
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●Indefinite term
●Since 2021
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Senior Vice President, Advocate Health,
Continuing Health Division (Integrated
Healthcare System) (2023 to present);
Executive Vice President, Advocate
Aurora Health (Integrated Healthcare
System) (2018 to 2023)
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___ Portfolios
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Director and Board
Chair of Advocate
Home Health
Services, Advocate
Home Care
Products and
Advocate Hospice;
Director and Board
Chair of Aurora At
Home (since
2018); Director of
Advocate
Physician Partners
Accountable Care
Organization;
Director of RML
Long Term Acute
Care Hospitals;
Director of Senior
Helpers (2021 to
2024); and
Director of
MobileHelp (2022
to 2024)
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Robert F. Keith
1956
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Trustee
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●Indefinite term
●Since inception
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President, Hibs Enterprises (Financial and
Management Consulting)
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___ Portfolios
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Formerly, Director
of Trust Company
of Illinois
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Niel B. Nielson
1954
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Trustee
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●Indefinite term
●Since inception
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Senior Advisor (2018 to present),
Managing Director and Chief Operating
Officer (2015 to 2018), Pelita Harapan
Educational Foundation (Educational
Products and Services)
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___ Portfolios
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None
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Bronwyn Wright
1971
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Trustee
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●Indefinite term
●Since 2023
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Independent Director to a number of Irish
collective investment funds (2009 to
present); Various roles at international
affiliates of Citibank (1994 to 2009),
including Managing Director, Citibank
Europe plc and Head of Securities and
Fund Services, Citi Ireland (2007 to
2009)
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___ Portfolios
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None
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Name and
Year of Birth
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Position and
Offices with Trust
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Term of Office and
Length of Service
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Principal Occupations
During Past 5 Years
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OFFICERS OF THE TRUST
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James M. Dykas
1966
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President and Chief
Executive Officer
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●Indefinite term
●Since inception
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Managing Director and Chief Financial Officer, First
Trust Advisors L.P. and First Trust Portfolios L.P.;
Chief Financial Officer, BondWave LLC (Software
Development Company) and Stonebridge Advisors
LLC (Investment Advisor)
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W. Scott Jardine
1960
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Secretary and Chief Legal
Officer
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●Indefinite term
●Since inception
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General Counsel, First Trust Advisors L.P. and First
Trust Portfolios L.P.; Secretary and General Counsel,
BondWave LLC; and Secretary, Stonebridge Advisors
LLC
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Daniel J. Lindquist
1970
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Vice President
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●Indefinite term
●Since inception
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Managing Director, First Trust Advisors L.P. and First
Trust Portfolios L.P.
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Kristi A. Maher
1966
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Chief Compliance Officer
and Assistant Secretary
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●Indefinite term
●Since inception
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Deputy General Counsel, First Trust Advisors L.P.
and First Trust Portfolios L.P.
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Derek D. Maltbie
1972
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Treasurer, Chief Financial
Officer and Chief
Accounting Officer
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●Indefinite term
●Since inception
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Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P., July 2021 -present.
Previously, Vice President, First Trust Advisors L.P.
and First Trust Portfolios L.P., 2014 -2021.
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Name and
Year of Birth
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Position and
Offices with Trust
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Term of Office and
Length of Service
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Principal Occupations
During Past 5 Years
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Roger F. Testin
1966
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Vice President
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●Indefinite term
●Since inception
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Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P.
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Stan Ueland
1970
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Vice President
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●Indefinite term
●Since inception
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Senior Vice President, First Trust Advisors L.P. and
First Trust Portfolios L.P.
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Name of Trustee
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Estimated Compensation from
the Fund (1)
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Total Compensation from
the First Trust Fund Complex (2)
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Richard E. Erickson
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$1,836
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$572,000
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Thomas R. Kadlec
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$1,848
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$567,000
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Denise M. Keefe
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$1,830
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$547,000
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Robert F. Keith
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$1,839
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$577,000
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Niel B. Nielson
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$1,833
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$567,000
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Bronwyn Wright
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$1,821
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$274,250
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Trustee
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Dollar Range of
Equity Securities
in the Fund
(Number of Shares
Held)
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Aggregate Dollar
Range of
Equity Securities in All
Registered
Investment Companies
Overseen by Trustee in
the
First Trust Fund
Complex
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Interested Trustee
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James A. Bowen
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None
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Over $100,000
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Independent Trustees
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Richard E. Erickson
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None
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Over $100,000
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Thomas R. Kadlec
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None
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Over $100,000
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Denise M. Keefe
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None
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Over $100,000
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Robert F. Keith
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None
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Over $100,000
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Niel B. Nielson
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None
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Over $100,000
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Bronwyn Wright
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None
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None
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Management Fee
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Breakpoints
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0.95000%
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Fund net assets up to and including $2.5 billion
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0.92625%
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Fund net assets greater than $2.5 billion up to and including $5 billion
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0.90250%
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Fund net assets greater than $5 billion up to and including $7.5 billion
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0.87875%
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Fund net assets greater than $7.5 billion up to and including $10 billion
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0.85500%
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Fund net assets greater than $10 billion
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Portfolio Managers
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Registered
Investment
Companies
Number of
Accounts
($ Assets in
Thousands)
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Other
Pooled
Investment
Vehicles
Number of
Accounts
($ Assets in
Thousands)
|
Other
Accounts
Number of
Accounts
($ Assets in
Thousands)
|
Registered
Investment
Companies
With
Performance
Fees
Number of
Accounts
($ Assets in
Thousands)
|
Other Pooled
Investment
Vehicles
With
Performance
Fees
Number of
Accounts
($ Assets in
Thousands)
|
Other
Accounts
With
Performance
Fees
Number of
Accounts
($ Assets in
Thousands)
|
Karan Sood
|
91 ($28,347,642)
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13 ($255,036)
|
N/A
|
N/A
|
N/A
|
N/A
|
Howard Rubin
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91 ($28,347,642)
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13 ($255,036)
|
N/A
|
N/A
|
N/A
|
N/A
|
First Trust Exchange-Traded Fund VIII
Part C - Other Information
Item 28. | Exhibits |
Exhibit No. Description
(b) | By-Laws of the Registrant is incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-210186) filed on March 14, 2016. |
(c) | Not applicable |
(e) | (1) Distribution Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016. |
(f) | Not Applicable. |
(5) Form of Subscription Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016. |
(6) Form of Participant Agreement is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016. |
(i) | Not applicable. |
(j) | Not Applicable. |
(k) | Not Applicable. |
(l) | Not Applicable. |
(m) | (1) 12b-1 Service Plan is incorporated by reference to the Pre-Effective Amendment No. 2 filed on Form N-1A (File No. 333-210186) for Registrant on September 26, 2016. |
(2) Exhibit A to 12b-1 Service Plan is incorporated by reference to the Post-Effective Amendment No. 544 filed on Form N-1A (File No. 333-210186) for Registrant on November 7, 2024. |
(n) | Not Applicable. |
(o) | Not Applicable. |
(2) First Trust Funds Code of Ethics, amended on October 30, 2013 is incorporated by reference to the Registrant's Registration Statement on Form N-1A (File No. 333-210186) filed on March 14, 2016. |
__________________
Item 29. | Persons Controlled By or Under Common Control with Registrant |
Not Applicable.
Item 30. | Indemnification |
Section 9.5 of the Registrant's Declaration of Trust provides as follows:
Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words "liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Item 31. | Business and Other Connections of the Investment Adviser |
First Trust Advisors L.P. ("First Trust"), investment adviser to the Registrant, serves as adviser or sub-adviser to various other open-end and closed-end management investment companies and is the portfolio supervisor of certain unit investment trusts. The principal business of certain of First Trust's principal executive officers involves various activities in connection with the family of unit investment trusts sponsored by First Trust Portfolios L.P. ("FTP"). The principal address for all these investment companies, First Trust, FTP and the persons below is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
A description of any business, profession, vocation or employment of a substantial nature in which the officers of First Trust who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under "Management of the Fund" in the Statement of Additional Information. Such information for the remaining senior officers of First Trust appears below:
Name and Position with First Trust | Employment During Past Two Years |
Andrew S. Roggensack, President | Managing Director and President, First Trust |
R. Scott Hall, Managing Director | Managing Director, First Trust |
David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director | Managing Director; Senior Vice President, First Trust |
Kelly C. Dehler, Chief Compliance Officer | Assistant General Counsel, First Trust |
Brian Wesbury, Chief Economist and Senior Vice President | Chief Economist and Senior Vice President, First Trust |
Item 32. | Principal Underwriter |
(a) FTP serves as principal underwriter of the shares of the Registrant, First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust Exchange-Traded Fund V, First Trust Exchange Traded Fund VI, First Trust Exchange-Traded Fund VII, First Trust Exchange-Traded AlphaDEX® Fund, First Trust Exchange-Traded AlphaDEX® Fund II, First Trust Variable Insurance Trust and First Trust Series Fund. FTP serves as principal underwriter and depositor of the following investment companies registered as unit investment trusts: the First Trust Combined Series, FT Series (formerly known as the First Trust Special Situations Trust), the First Trust Insured Corporate Trust, the First Trust of Insured Municipal Bonds and the First Trust GNMA.
(b)
Name and Principal Business Address* |
Positions and Offices with Underwriter |
Positions and Offices with Fund |
The Charger Corporation | General Partner | None |
Grace Partners of DuPage L.P. | Limited Partner | None |
James A. Bowen | Chief Executive Officer and Managing Director | Trustee and Chairman of the Board |
James M. Dykas | Chief Financial Officer | President and Chief Executive Officer |
Frank L. Fichera | Managing Director | None |
R. Scott Hall | Managing Director | None |
W. Scott Jardine | General Counsel, Secretary and Managing Director | Secretary |
Daniel J. Lindquist | Managing Director | Vice President |
David G. McGarel | Chief Investment Officer, Chief Operating Officer and Managing Director | None |
Richard A. Olson | Managing Director | None |
Marisa Bowen | Managing Director | None |
Andrew S. Roggensack | President and Managing Director | None |
Kristi A. Maher | Deputy General Counsel | Chief Compliance Officer and Assistant Secretary |
* All addresses are |
(c) Not Applicable.
Item 33. | Location of Accounts and Records |
First Trust, 120 East Liberty Drive, Wheaton, Illinois 60187, maintains the Registrant's organizational documents, minutes of meetings, contracts of the Registrant and all advisory material of the investment adviser.
Item 34. | Management Services |
Not Applicable.
Item 35. | Undertakings |
Not Applicable.
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wheaton, and State of Illinois, on the 13th day of December, 2024.
First Trust Exchange-Traded Fund VIII | ||
By: | /s/ James M. Dykas | |
James M. Dykas, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date | |
/s/ James M. Dykas |
President and Chief Executive Officer |
December 13, 2024 | |
James M. Dykas | |||
/s/ Derek D. Maltbie |
Treasurer, Chief Financial Officer and Chief Accounting Officer |
December 13, 2024 | |
Derek D. Maltbie | |||
James A. Bowen* |
) Trustee ) |
||
) | |||
Richard E. Erickson* |
) Trustee ) |
||
) | |||
Thomas R. Kadlec* |
) Trustee ) |
||
) | |||
Denise M. Keefe* |
) Trustee ) |
||
) | |||
Robert F. Keith* |
) Trustee ) |
||
) | By: | /s/W. Scott Jardine | |
Niel B. Nielson* |
) Trustee ) |
W. Scott Jardine Attorney-In-Fact |
|
) | December 13, 2024 | ||
Bronwyn Wright* |
) Trustee ) |
||
) |
* | Original powers of attorney dated March 14, 2016 or November 1, 2021 or September 11, 2023, authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Eric F. Fess and Kristi A. Maher to execute Registrant's Registration Statement, and Amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, were previously executed, filed as an exhibit and are incorporated by reference herein. |
Index to Exhibits