As filed with the Securities and Exchange Commission on May 25,June 9, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

First Trust Exchange-Traded Fund II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

First Trust Exchange-Traded Fund II

First Trust Global Engineering and Construction ETF (FLM)FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (FFR)

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

May 25,June 9, 2022

Dear Shareholders:

I am writing to notify you of an important special meeting of the shareholders of the First Trust Global Engineering and Construction ETFFTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (the “Fund”), a series of First Trust Exchange-Traded Fund II (the “Trust”) (the special meeting for the Fund is referred to as the “Meeting”). The Meeting is scheduled to be held at the offices of First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Thursday, July 21, 2022, at 12:00 noon15 p.m. Central Time.

Currently, the Fund’s investment objective is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the ISE Global Engineering and Construction™FTSE EPRA/NAREIT Developed Index (the “Current Index”). At the recommendation of First Trust Advisors L.P. (the “Advisor”), however, the Board of Trustees of the Trust has approved a change to the Fund’s investment objective that willwould result in the replacement of the Current Index with the Alerian U.S. NextGen InfrastructureDisruptive Technology Real Estate Index (the “New Index”). Although shareholders are not being asked to approve the Fund is not required to seek, and is not seeking, shareholder approval of itsFund’s new investment objective or the New Index, as described in more detail in the enclosed materials, the purpose of the Meeting is to ask shareholders to consider and approve two related proposals (the “Proposals”).

First, to provide the Fund with additional flexibility to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the New Index, shareholders are being asked to approve a related proposal. More specifically,change in the Fund’s diversification status from “diversified” to “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”; the proposed change is “Proposal 1”). Although shareholders are not being asked to approve the new investment objective or the New Index, the new investment objective and the New Index will not be implemented unless shareholders approve Proposal 1.

Second, the Board of Trustees of the Trust, including the Independent Trustees (i.e.,the Trustees who are not “interested persons,” as defined in the Investment Company1940 Act, of 1940, as amended, of the Fund), approved a new investment management agreement for the Fund, subject to shareholder approval, and shareholders are being asked to approve thethis new investment management agreement to become effective as soon as practicable after such approval, but not before the change in the Fund’s investment objective is implemented (the (“Proposal”Proposal 2”). If the Proposal is approved,Under the Fund’s current investment management agreement, under which the Fund pays an investment management fee to the Advisor and also separately pays other Fund operating expenses, will be replaced with aexpenses. Under the proposed new investment management agreement, under which the Fund willwould instead pay a single “unitary fee” to the Advisor, which willwould then pay all other expenses of the Fund (except for certain enumerated exclusions). The unitary fee structure, which is commonly used by exchange-traded funds, is intended to benefit shareholders by providing clarity and consistency of fees.

It is important to note that theapproval of Proposal 2 will not result in an increase incause the Fund’s current net operating expense ratio, (which, as discussed further in the Proxy Statement, would decreasecalculated at current asset levels)levels, to increase or change the level of services provided to the Fund by the Advisor. Further, shareholders should be aware that the Fund intends to implement the change in its investment objective whether or not shareholders approve the Proposal.

TheIf shareholders approve Proposal 1, the Fund’s diversification status will change and the current investment objective and Current Index will be replaced with the new investment objective and New Index even if shareholders do not approve Proposal 2. However, if shareholders approve Proposal 2, the new investment management agreement will only be implemented if shareholders also approve Proposal 1.

Each Proposal is described in detail in the enclosed materials. The Board of Trustees of the Trust recommends that shareholders of the Fund approve the Proposal. Proposals.Shareholders will also be asked to consider and vote on any other business that may properly come before the Meeting and any adjournments or postponements thereof.

Your vote is important. Please take a moment now to vote, either by completing and returning your proxy card in the enclosed postage-paid return envelope, by telephone or over the Internet. Your prompt response will be much appreciated. We appreciate your participation in this important Meeting.

Sincerely,

James A. Bowen
Chairman of the Board

If You Need Any Assistance or Have Any Questions Regarding the Proposal Or How To Vote Your Shares, Please Call the Fund’s Proxy Solicitor, AST Fund Solutions, LLC, At (866) 387-7321 Weekdays From 9:00 a.m. to 10:00 p.m. Eastern Time.

First Trust Exchange-Traded Fund II

First Trust Global Engineering and Construction ETF (FLM)FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (FFR)

Important Information for Shareholders

Currently,A special meeting of the investment objectiveshareholders of the First Trust Global Engineering and Construction ETFFTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (the “Fund”), a series of First Trust Exchange-Traded Fund II (the “Trust”), is being held to seek shareholder approval of two related proposals. First, to provide the Fund with additional flexibility to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Alerian Disruptive Technology Real Estate Index (the “New Index”), shareholders are being asked to approve a proposal to change the Fund’s diversification status from “diversified” to “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”) (“Proposal 1”). Second, shareholders are being asked to approve a new investment management agreement for the Fund (“Proposal 2” and, together with Proposal 1, the “Proposals”). The new investment management agreement will take effect only if shareholders approve both Proposals.

Currently, the investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the ISE Global Engineering and Construction™FTSE EPRA/NAREIT Developed Index (the “Current Index”). At the recommendation of First Trust Advisors L.P. (the “Advisor”), however, at a meeting held on April 26, 2021 (the “Board Meeting”), the Board of Trustees of the Trust (the “Board”) approved a change in the Fund’s investment objective that willwould result in the replacement of the Current Index with the Alerian U.S. NextGen InfrastructureNew Index (the “Investment Objective Change”). WhenBased on its analysis, the Advisor believes that, over time, the Investment Objective Change is implemented,may lead to improvements in the Fund’s nameperformance and ticker symbol are expected to change to First Trust Alerian U.S. NextGen Infrastructure ETF and RBLD, respectively. The Fund’s shares will continuemay cause the Fund to be listed for trading on NYSE Arca, Inc.more attractive to investors in exchange-traded funds (“ETFs”); however, of course, it is impossible to predict the future and GKD Index Partners, LLC d/b/a Alerianno assurance can be given that the desired results will serve as the Fund’s new index provider. For additional information, see the discussion included in the Proxy Statement under the heading “Background—Investment Objective Change.”

Although shareholders of the Fund are not being asked to approve the Investment Objective Change, a special meeting is being held to seek shareholder approval of a related proposal. More specifically, shareholders are being asked to approve a new investment management agreement for the Fund that would become effective as soon as practicable after such approval, but not before the Investment Objective Change is implemented (the “Proposal”).be achieved.

While we encourage you to read all of the proxy materials, you will find a brief overview in the “Questions and Answers” (“Q&A”) below. The Q&A contains limited information, should be read in conjunction with the more detailed information contained in the Proxy Statement, and is qualified in its entirety by reference to the Proxy Statement.

Questions and Answers

The Meeting and Voting

Proposal 1

Certain constituent securities of the New Index that, individually, represent more than 5% of the New Index, together currently account for more than 25% of the New Index, thereby exceeding the 25% diversification threshold. Accordingly, changing the Fund’s diversification status to non-diversified would provide the Fund with additional flexibility to pursue an investment objective of seeking investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the New Index.

On behalf of the Fund, at the Board Meeting, the Board approved a change in the Fund’s diversification status under the 1940 Act from diversified to non-diversified, subject to shareholder approval. Under the 1940 Act, shareholder approval is generally required to change a fund’s status from diversified to non-diversified.

Shareholders should be aware that if Proposal 1 is approved, the Fund, as a non-diversified fund, would be able to invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.

Proposal 2

If the New Management Agreement is approved by shareholders and implemented, the New Management Agreement will replace the Fund’s current investment management agreement, the Fund will transition to a “unitary fee” structure, and the Fund’s Expense Limitation Agreement (along with the current Expense Cap) will be terminated. In connection with the unitary fee structure, the Advisor will receive a fee equal to 0.65%0.60% of average daily net assets. In return, in addition to being responsible for the overall management and administration of the Fund, the Advisor will be responsible for most of the Fund’s expenses, subject to exclusions that include the investment management fee, interest, taxes, brokerage commissions, acquired fund fees, if any, and expenses 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.

Although the stated expenses for which the Advisor is not responsible are similar under the New Management Agreement and the Fund’s Expense Limitation Agreement, there are wording differences and the New Management Agreement, but not the Expense Limitation Agreement, specifically excludes Rule 12b-1 plan fees and acquired fund fees and expenses. Currently, however, the Fund does not and is not expected to incur Rule 12b-1 plan fees or acquired fund fees and expenses and, further, is subject to a commitment by the Fund’s principal underwriter not to implement a Rule 12b-1 plan prior to January 31, 2023. In addition, trading costs and taxes (which will impact and be reflected in the Fund’s performance rather than its annual fund operating expenses and net operating expense ratio) are not covered by the Advisor under either the Fund’s Expense Limitation Agreement or the proposed New Management Agreement and will be borne by the Fund. In connection with implementing the Investment Objective Change, the Fund will need to acquire and dispose of securities and will incur trading costs, such as brokerage commissions, when it buys and sells securities. In addition, the Fund may recognize gains and/or losses as a result of disposing of the securities it holds prior to the Investment Objective Change, and any gains recognized may be taxable to the extent not offset by capital loss carryforwards.

Many other ETFs, including many First Trust ETFs, have a unitary fee structure. Because of its fixed nature, the unitary fee structure generally benefits shareholders by eliminating the downside risk for shareholders that a fund’s expense ratio might increase during future periods if fund operating expenses increase or if fund assets decline, particularly if expense caps are changed or allowed to expire in the future. On the other hand, the unitary fee structure also generally eliminates the possibility for a reduction in a fund’s net operating expense ratio if operating expenses decrease or fund assets increase, and any such reductions would benefit the investment advisor.

Additional Information about the Proposals and the Board’s Recommendations

It is important that your shares be represented at the Meeting. In order to avoid delay and to ensure that your shares are represented, please vote as promptly as possible. If you need any assistance, or have any questions regarding the Proposal or how to vote your shares, please call the Fund’s Proxy Solicitor, AST Fund Solutions, LLC, at (866) 387-7321 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

First Trust Exchange-Traded Fund II

First Trust Global Engineering and Construction ETF (FLM)FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (FFR)

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Notice of Special Meeting of Shareholders
to be held on July 21, 2022

May 25,June 9, 2022

To the Shareholders of First Trust Global Engineering and Construction ETF:FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund:

Notice is hereby given that a Special Meeting of Shareholders (referred to as the “Meeting”) of First Trust Global Engineering and Construction ETFFTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (the “Fund”), a series of First Trust Exchange-Traded Fund II (the “Trust”), a Massachusetts business trust, is scheduled to be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Thursday, July 21, 2022, at 12:00 noon15 p.m. Central Time. At the Meeting, shareholders will be asked to consider and vote on the proposaltwo proposals set forth below and to transact such other business as may properly come before the Meeting (including any adjournments or postponements):

1.      To approve a change in the Fund’s diversification status from “diversified” to “non-diversified” under the Investment Company Act of 1940, as amended.

2.     To approve a new investment management agreement between the Trust, on behalf of the Fund, and First Trust Advisors L.P., as investment advisor.

The close of business on April 25, 2022 has been fixed as the record date for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

By Order of the Board of Trustees,

W. Scott Jardine

Secretary

First Trust Exchange-Traded Fund II

First Trust Global Engineering and Construction ETF (FLM)FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (FFR)

Special Meeting of Shareholders
to be held on July 21, 2022

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Proxy Statement
May 25,

June 9, 2022

This Proxy Statement and the enclosed proxy card will first be mailed to shareholders on or about June 3,21, 2022.

This Proxy Statement is being furnished by the Board of Trustees (the “Board”) of First Trust Exchange-Traded Fund II (the “Trust”), a Massachusetts business trust, in connection with the solicitation by the Board of proxies to be voted at a special meeting of the shareholders of the First Trust Global Engineering and Construction ETFFTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (the “Fund”), a series of the Trust, that is scheduled to be held at 12:00 noon15 p.m. Central Time on Thursday, July 21, 2022, at the offices of First Trust Advisors L.P., the Fund’s investment advisor (the “Advisor”or “First Trust”), located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any and all adjournments or postponements thereof (referred to collectively as the “Meeting”). A Notice of Special Meeting of Shareholders and a proxy card accompany this Proxy Statement.

Background—The Investment Objective Change and Repositioning

Currently, the investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the ISE Global Engineering and Construction™FTSE EPRA/NAREIT Developed Index (the “Current Index”). The Fund normally invests at least 90% of its net assets (including investment borrowings) in the common stocks and depositary receipts that comprise the Current Index. The Current Index provides a benchmark for investors interested in tracking public companies throughout the world that are active in the engineering and construction industries, based on analysis of the products and services offered by those companies. At the recommendation of the Advisor, at a meeting held on April 26, 2021 (the “Board Meeting”), the Board approved a change to the Fund’s investment objective that willwould result in the replacement of the Current Index with another equity index called the Alerian U.S. NextGen InfrastructureDisruptive Technology Real Estate Index (the “Investment Objective Change”). The Alerian U.S. NextGen Infrastructure Index (the “New Index”) seeks to provide exposure to U.S. infrastructure companies with securities listed on recognized U.S. securities exchanges that build, operate and own infrastructure assets. WhenAccordingly, if the Investment Objective Change is implemented, the FundFund’s investment objective will normally invest at least 90%be to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Alerian Disruptive Technology Real Estate Index (the “New Index”). Based on its net assets (plus any borrowings for investment purposes)analysis, the Advisor believes that, over time, the Investment Objective Change may lead to improvements in the common stocksFund’s performance and real estate investment trustsmay cause the Fund to be more attractive to investors in exchange-traded funds (“ETFs”); however, of course, it is impossible to predict the future and no assurance can be given that comprise the New Index. In addition, whendesired results will be achieved. If the Investment Objective Change is implemented, the Fund’s name and ticker symbol are expected to change to First Trust Alerian U.S. NextGen InfrastructureDisruptive Technology Real Estate ETF and RBLD,DTRE, respectively. The Fund’s shares will continue to be listed for trading on NYSE Arca, Inc. and GKD Index Partners, LLC d/b/a Alerian will serve as the Fund’s new index provider.(the “Exchange”).

The Current Index, New Index and Anticipated Changes to Principal Investment Strategies if the Investment Objective Change is Implemented

Information that compares (a) the Current Index and the Fund’s current principal investment strategies to (b) the New Index and the Fund’s anticipated principal investment strategies taking into account the Investment Objective Change, respectively, is set forth in the table below.

Principal Risks

If the Investment Objective Change is implemented, the Fund will continue to be an ETF that, in general terms, seeks to track an equity index providing exposure to real estate companies and REITs (including both U.S. and non-U.S. entities) and, as such, will continue to be subject to the principal risks set forth in its current prospectus. Moreover, in light of the transition to the New Index, the Fund will be subject to certain additional principal risks. First, because the Fund’s diversification status will change from diversified to non-diversified (see “Background—The Proposals” and Proposal 1 below), the Fund will be subject to non-diversification risk. In addition, the Fund is also expected to be subject to communication services companies risk, significant exposure risk and smaller companies risk. The following chart compares the principal investment risks currently associated with investing in the Fund (as identified in the Fund’s current prospectus) to the principal investment risks that are expected to be associated with investing in the Fund if Proposal 1 is approved by shareholders. More detailed explanations of each principal investment risk (along with an indication as to whether it is (1) identified in the Fund’s current prospectus (“Current”), (2) expected to be applicable to the Fund following the implementation of Proposal 1, as defined and set forth below, or (3) both identified in the Fund’s current prospectus and expected to be applicable to the Fund following the implementation of Proposal 1 (“Current & Proposal 1”)), are included in the “Glossary of Principal Investment Risks” that is set forth in Appendix A attached to this Proxy Statement.

Whether or not Proposal 1 is approved by shareholders and implemented, you could lose money by investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. There can be no assurance that the Fund’s investment objective will be achieved. The order of the below risk factors does not indicate the significance of any particular risk factor.

Repositioning

If the Fund implements the Investment Objective Change, it will need to acquire and dispose of securities (referred to as the “Repositioning”) and will incur trading costs, such as brokerage commissions, when it buys and sells securities. In addition, in connection with the Repositioning, the Fund may recognize gains and/or losses as a result of disposing of securities it holds prior to the Investment Objective Change. Gains from portfolio sales effected in connection with the Repositioning may result in increased distributions by the Fund of net capital gains and/or net investment income, and such distributions may be taxable to shareholders of the Fund for federal income tax purposes. Any trading costs and taxes incurred in connection with the Repositioning will be borne by the Fund and its shareholders. Further, any such trading costs and taxes will impact and be reflected in the Fund’s performance rather than its annual fund operating expenses and net operating expense ratio.

If the Repositioning had occurred as of April 5, 2022, it is estimated that the Fund would have sold and reinvested approximately 82% of its investment portfolio, which would have resulted in brokerage commissions or other trading costs of approximately $21,800 in the aggregate (or approximately $0.03 per share). In addition, if the Repositioning had occurred as of April 5, 2022, it is estimated that it would have resulted in the Fund realizing approximately $2,920,000 in gains (equal to approximately $4.22 per share). Since the majority of the securities held in the Fund’s current investment portfolio are eligible to be traded in kind, the Advisor believes that, while possible, it is unlikely that the Repositioning would cause material taxable ordinary income or material taxable capital gains to be passed along to shareholders under currently applicable federal income tax law. In addition, the Advisor believes that gains resulting from the Repositioning may be partially offset by the Fund’s capital loss carryforwards, to the extent available. Actual market prices and net gains (or losses) experienced by the Fund, as well as related federal income tax consequences to shareholders, will depend on market conditions at the time of the Repositioning.

Background—The Proposals

In conjunction with the Investment Objective Change, subject to shareholder approval, the Board of Trusteesshareholders of the Trust, includingFund are being asked to consider two proposals, each of which is discussed in more detail below. First, to provide the Trustees whoFund with additional flexibility to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the New Index, shareholders are not “interested persons” (as defined inbeing asked to approve a proposal to change the Fund’s diversification status from “diversified” to “non-diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”) (“Proposal 1”), of. Second, to implement a unitary fee structure for the Fund, (the “Independent Trustees”), approvedshareholders are being asked to approve a new investment management agreement between the Trust, on behalf of the Fund, and the Advisor (the “New Management Agreement”), which would implement a unitary fee structure. Shareholders are being asked to approve (“Proposal 2” and, together with Proposal 1, the New Management Agreement at the Meeting (the “Proposal”Proposals”). In addition, such other business (if any) as may properly come before the Meeting will be transacted.

Shareholders are not being asked to approve the Investment Objective Change. However, the Investment Objective Change will not be implemented unless shareholders approve Proposal 1.

If Proposal 1 is approved by shareholders, the Investment Objective Change, change in the Fund’s diversification status, and change in the Fund’s name and ticker symbol will become effective as soon as practicable after such approval. In addition, if Proposal 2 is also approved by shareholders, the New Management Agreement will become effective as soon as practicable after such approval of both Proposals. However, if shareholders approve Proposal 2, but not beforeProposal 1, the Fund will not change its diversification status, will not implement the Investment Objective Change, is implemented.will not change its name and ticker symbol as described above and will not replace its current investment management agreement.

The Board recommends that shareholders vote “FOR” the Proposal. Shareholders are not being asked to approve the Investment Objective Change, which will be implemented whether or not shareholders approve theeach Proposal.

Shareholders may vote by telephone or over the Internet by following the instructions on the enclosed proxy card. Shareholders may also vote by mail by returning the enclosed proxy card or in person by attending the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders Scheduled to Be Held on July 21, 2022.This Proxy Statement is available on the Internet at: https://www.ftportfolios.com/LoadContent/gc5ukp3tgh3ygc5ukp3tghao. The Fund’s most recent annual and semi-annual reports are also available on the Internet at: https://www.ftportfolios.com/Retail/ETF/ETFFundNews.aspx?Ticker=FLMFFR. The Fund will furnish, without charge, copies of its most recent annual and semi-annual reports to any shareholder upon request. To request a copy, please write to First Trust Advisors L.P. at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, or call (800) 621-1675. You may call (800) 621-1675 for information on how to obtain directions to be able to attend the Meeting and vote in person.

Proposal 1: To Change the Fund’s Diversification Status from Diversified to Non-Diversified

At the Board Meeting, the Board approved the Investment Objective Change. (See “Background—The Investment Objective Change and Repositioning” above.) As a related matter, the Board also approved changing the Fund’s diversification status from diversified to non-diversified, subject to shareholder approval. Section 5(b) of the 1940 Act generally requires funds to be classified as either diversified or non-diversified. The Fund is currently classified as a “diversified” fund within the meaning of Section 5(b)(1) of the 1940 Act. As a diversified fund, the Fund is limited as to the amount it may invest in any single issuer. More specifically, with respect to 75% of its total assets, Section 5(b)(1) of the 1940 Act generally limits the amount that the Fund may invest in any one issuer to 5% of the Fund’s total assets and to 10% of the issuer’s voting securities. As to the remaining 25% of total assets (the “25% diversification threshold”), there is no limitation on the amount of assets the Fund may invest in a single issuer. In addition, the foregoing restrictions applicable to diversified funds do not apply to a fund’s investments in U.S. government securities, securities of other investment companies, or cash and cash items (including receivables). Under the requirements of the 1940 Act, shareholder approval is required for the Fund to change its diversification status from diversified to non-diversified.

The change in the Fund’s diversification status is being proposed in conjunction with the Investment Objective Change and in light of the composition of the New Index. In general, to pursue its investment objective, the Fund employs a “full replication” strategy, meaning that it normally invests in all of the securities comprising the index it seeks to track in proportion to their weightings in the index. (Under certain circumstances, however, the Fund may not employ a full replication strategy and it is not required to do so.) Certain constituent securities of the New Index that, individually, represent more than 5% of the New Index, together currently account for more than 25% of the New Index, thereby exceeding the 25% diversification threshold and precluding the Fund, as a diversified fund, from fully replicating the New Index. Accordingly, changing the Fund’s diversification status to non-diversified would provide the Fund with additional flexibility to pursue an investment objective of seeking investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the New Index. The Investment Objective Change will not be implemented unless shareholders approve this Proposal  1.

Shareholders should be aware that if the change in the Fund’s diversification status from diversified to non-diversified is approved, the Fund, as a non-diversified fund, would be permitted to invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers. Accordingly, if Proposal 1 is approved by shareholders of the Fund, the Fund, as a non-diversified fund, could be subject to greater risk than that to which it is currently subject as a diversified fund. (See also “Background—The Investment Objective Change and Repositioning—Principal Risks” above.)

Proposal:In addition, although the Fund would no longer be subject to 1940 Act diversification restrictions if shareholders of the Fund approve Proposal 1, the Fund intends to continue to comply with federal income tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986 (the “Code”). For purposes of the Code, the Fund operates as a “regulated investment company.” Under the Code, the Fund must diversify its holdings so that, in general, at the end of each quarter of its 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. These federal income tax diversification requirements, or the Fund’s determination to comply with them, may change in the future without shareholder approval.

Shareholder Approval and Required Vote

To become effective, the change in the Fund’s diversification status from diversified to non-diversified under the 1940 Act must be approved by a vote of a majority of the outstanding voting securities of the Fund. The “vote of a majority of the outstanding voting securities” of the Fund is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of the Fund present at the Meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding shares of the Fund. All shares represented by properly submitted proxies will be counted as present for purposes of determining a quorum. For purposes of determining the approval of Proposal 1, abstentions will have the effect of a vote against the Proposal. It is expected that broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers will request the instructions of such customers before the Meeting on how to vote their shares on Proposal 1. Under applicable rules of the New York Stock Exchange, broker-dealer firms are not permitted to vote on Proposal 1 with respect to shares for which no instructions have been received from customers. Broker non-votes are shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because each Proposal is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under applicable rules of the New York Stock Exchange, the Fund does not expect there to be any broker non-votes at the Meeting.

If you need any assistance, or have any questions regarding Proposal 1 or how to vote your shares, please call the Fund’s proxy solicitor, AST Fund Solutions, LLC, at (866) 856-3065 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

The Board of Trustees recommends that shareholders of the Fund
vote to approve Proposal 1.

Proposal 2: To Approve a New Investment Management Agreement for the Fund

Currently, under the Investment Management Agreement dated as of December 6, 2010 between the Advisor and the Trust, on behalf of the Fund (the “Current Management Agreement”), the Fund pays the Advisor an annual investment management fee equal to 0.40% of average daily net assets. In return, the Advisor is responsible for the overall management and administration of the Fund. In addition, the Fund directly bears other expenses and, as a result, its total expense ratio may fluctuate depending on actual Fund expenses and the level of Fund assets. However, the Advisor has contractually agreed to waive management fees payable to it by the Fund and reimburse the Fund for other expenses borne by the Fund in order to prevent the Fund’s expense ratio from exceeding a specified level. More specifically, under the Amended Expense Reimbursement, Fee Waiver and Recovery Agreement dated as of December 6, 2010, as amended on April 18, 2019, between the Advisor and the Trust (the “Expense Limitation Agreement”), the Advisor has agreed to waive management fees payable to it by the Fund and/or reimburse the Fund for other expenses borne by the Fund in order to keep the Fund’s operating expenses (excluding interest expense, brokerage commissions and other trading expenses, taxes and extraordinary expenses) from exceeding 0.70%0.60% of its average daily net assets per year (the “Expense Cap”), at least through January 31, 2023. Under the terms of the Expense Limitation Agreement, subject to certain conditions, the Advisor has the right to seek recovery of any fees waived and expenses reimbursed for up to three years from the applicable date (the “Recovery Right”).

In connection with the Investment Objective Change (briefly described(described above under “Background—The Investment Objective Change and Repositioning”)”), the Advisor and the Board considered the Fund’s advisory arrangements and its fee and expense structure on an individual Fund level, as well as relative to those of other exchange-traded funds (“ETFs”)ETFs that are expected to be comparable to the Fund whenif the Investment Objective Change is implemented, those of other ETFs advised by the Advisor (the “First Trust ETFs”; the First Trust ETFs and other funds advised by the Advisor are collectively referred to as the “First Trust Fund Complex”), and industry practice generally. Based on its analysis, the Advisor recommended that the Trust, on behalf of the Fund, enter into a new investment management agreement with the Advisor that would implement a “unitary fee” structure (previously defined as the “New Management Agreement”). At the Board Meeting, after careful consideration (see “Board Considerations” below), the Trustees determined that it would be in the best interests of the Fund to transition to a unitary fee structure and replace the Current Management Agreement with the New Management Agreement. Accordingly, at the Board Meeting, the Board, including the Trustees who are not “interested persons,” as defined in the 1940 Act, as amended, of the Fund (the “Independent Trustees,Trustees”), approved, subject to shareholder approval, the New Management Agreement. Section 15(a) of the 1940 Act provides, in general terms, that no person may serve as an investment advisor to a fund except pursuant to a written contract that, among other things, has been approved by a vote of a majority of the fund’s outstanding voting securities, as defined in the 1940 Act.

If the New Management Agreement is approved by the Fund’s shareholders and implemented, the New Management Agreement would replace the Current Management Agreement and the Fund would transition to a unitary fee structure under which the Advisor would receive a set fee. In addition, the Fund’s Expense Limitation Agreement (as well as the Expense Cap) would terminate and, although the Recovery Right would survive such termination, if the New Management Agreement is approved by the Fund’s shareholders and implemented, the Advisor does not intend to exercise such right once the New Management Agreement is effective. In return for its unitary fee, in addition to providing management and administration services to the Fund, in accordance with the New Management Agreement, the Advisor would pay all expenses of the Fund (including the cost of transfer agency, sub-advisory, custody, fund administration, legal, audit and other services and license fees, if any), but excluding the investment management fee, interest, taxes, brokerage commissions, acquired fund fees, if any, and expenses and other expenses connected with the execution of portfolio transactions (such as dividend and distribution expenses from securities sold short and/or other investment related costs), distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses. Because the unitary fee arrangement would compensate the Advisor for assuming responsibility for the Fund’s expenses (subject to the enumerated exclusions), the unitary fee under the New Management Agreement, equal to 0.65%0.60% of average daily net assets, is higher than the contractual investment management fee under the Current Management Agreement, equal to 0.40% of average daily net assets. However, as discussed further below, it is important to note that approval of this Proposal will not cause the Fund’s current net operating expense ratio, calculated at current asset levels, would decrease.to increase.

Many ETFs, including many First Trust ETFs, have a “unitary fee” structure. The transition to a unitary fee structure is intended to benefit shareholders by providing clarity and consistency of fees by eliminating the downside risk that the Fund’s expense ratio might increase during future periods if its operating expenses increase or its assets decline, particularly if the Expense Cap is changed or allowed to expire in the future. The unitary fee structure under the New Management Agreement would, however, also generally eliminate the possibility of any reduction in the Fund’s net operating expense ratio if its operating expenses decrease or its assets increase, and any such reductions would benefit the Advisor.

If the Fund’s shareholders do not approve the New Management Agreement (as well as Proposal 1), the Current Management Agreement and the Fund’s Expense Limitation Agreement will remain in place. However, there is no assurance that the Expense Cap will continue after it expires.

The Current Management Agreement

The Advisor has served as the investment advisor to the Fund since its inception. Set forth below is information pertaining to the Current Management Agreement.

Comparison of Certain Terms of the New Management Agreement and Current Management Agreement

Below is a summary of the key terms of the New Management Agreement and the material differences between the key terms of the New Management Agreement and those of the Current Management Agreement. The summary set forth below is qualified by reference to the form of the New Management Agreement attached as Appendix A Bto this Proxy Statement. The most significant differences between the New Management Agreement and the Current Management Agreement relate to the Advisor’s assumption of responsibility for the Fund’s expenses (subject to certain enumerated exclusions) as a result of the change to a unitary fee structure. In conjunction with this change, the contractual fee to which the Advisor is entitled is higher under the New Management Agreement than it is under the Current Management Agreement. However, replacing the Current Management Agreement with the New Management Agreement would result in a decrease inwill not cause the Fund’s current net operating expense ratio, calculated at current asset levels. levels, to increase.At certain higher asset levels, however, the Fund’s net operating expense ratio under its current fee structure would be lower than the unitary fee rate payable under the New Management Agreement.

Other noteworthy differences between the New Management Agreement and the Current Management Agreement include:

·            certain wording updates reflected in the New Management Agreement, some of which are identified below, and many of which are minor and/or have the effect of expanding language included in the Current Management Agreement (for example, referring to “portfolio investments” rather than “securities” or referring to “securities, assets or instruments” rather than only “securities”);

·                the name of the Fund, the initial term, and effective date;

·               an expanded provision in the New Management Agreement relating to the Advisor’s ability to retain sub-advisors;

·         additional language in the New Management Agreement that specifically provides for carve-outs to certain requirements imposed under the 1940 Act if the Trust/Fund may rely on an applicable exemptive order, no-action assurances or other relief, rules or regulations;

·               a provision in the New Management Agreement that specifically precludes third-party beneficiaries; and

·

·

certain wording updates reflected in the New Management Agreement, some of which are identified below, and many of which are minor and/or have the effect of expanding language included in the Current Management Agreement (for example, referring to “portfolio investments” rather than “securities” or referring to “securities, assets or instruments” rather than only “securities”);

·

the name of the Fund, the initial term, and effective date;

·

an expanded provision in the New Management Agreement relating to the Advisor’s ability to retain sub-advisors;

·

additional language in the New Management Agreement that specifically provides for carve-outs to certain requirements imposed under the 1940 Act if the Trust/Fund may rely on an applicable exemptive order, no-action assurances or other relief, rules or regulations;

·

a provision in the New Management Agreement that specifically precludes third-party beneficiaries; and

·

a provision in the New Management Agreement relating to forum selection.

Advisory Services.Under the New Management Agreement, subject to the supervision of the Board, the Advisor will act as the investment advisor for, and set the overall investment strategy and manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objectives and policies and limitations. The Current Management Agreement has a similar provision, but does not specifically include the phrase “set the overall investment strategy.” Further, under both the Current Management Agreement and the New Management Agreement, the Advisor agrees to furnish office facilities and equipment as well as clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s other service providers). In addition, under the New Management Agreement, the Advisor will be authorized to select the “brokers, dealers,, futures commission merchants, banks, or any other agent or counterparty” that will execute the purchases and sales of the Fund’s “portfolio investments” on behalf of the Fund, and will be directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors. The Current Management Agreement includes a similar but more narrowly worded provision, stating that the Advisor is authorized to select the “brokers or dealers” that will execute the purchases and sales of the Fund’s “securities” on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors. Further, while the Current Management Agreement states that in no instance will “portfolio securities” be purchased by or sold to the Advisor or any affiliated person of either the Trust or the Advisor, “except as may be permitted under the 1940 Act,” the New Management Agreement provides that in no instance will “portfolio investments” be purchased by or sold to the Advisor or any affiliated person of either the Trust or the Advisor, “except as may be permitted under the 1940 Act, the rules and regulations thereunder or any applicable exemptive orders.”

Sub-Advisors.Both the Current Management Agreement and the New Management Agreement permit the Advisor to retain one or more sub-advisors at the Advisor’s own cost and expense, subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act. The New Management Agreement, however, specifies that this approval requirement is “after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which [the Fund] may rely.” Both the Current Management Agreement and the New Management Agreement also provide that retention of a sub-advisor does not reduce the responsibilities or obligations of the Advisor under the Agreement and that the Advisor will be responsible to the Fund for all acts or omissions of any sub-advisor in connection with the performance of the Advisor’s duties under the Agreement that the Advisor has delegated to the sub-advisor. In addition, the New Management Agreement also contains two provisions not included in the Current Management Agreement. First, the New Management Agreement states that the Advisor may adjust from time to time the duties delegated to any sub-advisor, the portion of portfolio assets of the Fund that the sub-advisor will manage and the fees to be paid to the sub-advisor pursuant to any sub-advisory agreement or other arrangement entered into in accordance with the New Management Agreement, subject to the approvals set forth in Section 15 of the 1940 Act if required after taking into account any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. Second, the New Management Agreement provides that to the extent the Fund is relying on an exemptive order or amendment thereto permitting the Fund to hire one or more sub-advisors or amend a sub-advisory agreement without shareholder approval (commonly referred to as “manager-of-managers relief”), the Advisor will agree to comply with any terms and conditions provided in such exemptive order or amendment applicable to it.

Compensation.Under both the Current Management Agreement and the New Management Agreement, the Fund is obligated to pay the Advisor a monthly fee. However, while the Advisor is responsible under each Agreement for the overall management and administration of the Fund, under the New Management Agreement, it is also responsible for paying Fund expenses (subject to enumerated exclusions). (See “Payment of Expenses”below.) Therefore, for purposes of comparing compensation under the Current Management Agreement and the New Management Agreement, Fund expenses are a relevant factor. The following chart sets forth the Fund’s: (i) current contractual investment management fee rate under the Current Management Agreement; (ii) total annual fund operating expenses as of its most recent fiscal year end before taking into account the Expense Cap; (iii) total annual fund operating expenses as of its most recent fiscal year end after taking into account the Expense Cap; and (iv) proposed contractual unitary fee rate under the New Management Agreement incorporating the unitary fee structure. As shown, the Fund’s proposed contractual unitary fee rate is lower than its total annual fund operating expenses as of its most recent fiscal year end (after taking into account the Expense Cap).

and proposed contractual unitary fee rate are each equal to 0.60% of average daily net assets.

Payment of Expenses. Under the New Management Agreement, the Advisor will agree to pay all expenses of the Fund (including the cost of transfer agency, sub-advisory, custody, fund administration, legal, audit and other services and license fees, if any), but excluding the investment management fee, interest, taxes, brokerage commissions, acquired fund fees, if any, and expenses and other expenses connected with the execution of portfolio transactions (such as dividend and distribution expenses from securities sold short and/or other investment related costs), distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses. In contrast, the Current Management Agreement does not include an agreement by the Advisor to pay Fund expenses; however, as noted above, the Advisor has agreed to the Expense Cap under the Fund’s Expense Limitation Agreement that is currently in effect through January 31, 2023 (and that, as indicated above, excludes from coverage interest expense, brokerage commissions and other trading expenses, taxes and extraordinary expenses). The stated expenses for which the Advisor is not responsible are similar under the New Management Agreement and the Fund’s Expense Limitation Agreement; however, there are wording differences, and the New Management Agreement, but not the Expense Limitation Agreement, specifically excludes from coverage Rule 12b-1 plan fees and acquired fund fees and expenses. (In this regard, the Fund does not and is not currently expected to incur Rule 12b-1 plan fees or acquired fund fees and expenses and, further, is subject to a commitment by the Fund’s principal underwriter not to implement a Rule 12b-1 plan prior to January 31, 2023.) In addition, the Current Management Agreement specifies that brokerage commissions paid by the Fund upon the purchase or sale of the Fund’s portfolio securities will be considered a cost of securities of the Fund and paid by the Fund. Similarly, the New Management Agreement provides that brokerage commissions paid by the Fund upon the purchase or sale of the Fund’s portfolio securities or other assets will be considered a cost of the securities or assets of the Fund and will be paid by the Fund. As a related matter, in connection with implementing the Investment Objective Change, the Fund will need to acquire and dispose of securities and will incur trading costs, such as brokerage commissions, when it buys and sells securities. In addition, the Fund may recognize gains and/or losses as a result of disposing of the securities it holds prior to the Investment Objective Change, and any gains recognized may be taxable to the extent not offset by capital loss carryforwards. Any trading costs and taxes incurred in connection with the Investment Objective Change will be borne by the Fund. Further, any such trading costs and taxes will impact and be reflected in the Fund’s performance rather than its annual fund operating expenses and net operating expense ratio.

Comparison of Fees and Expenses under the Current Management Agreement and New Management Agreement.To illustrate the differences between the Fund’s fee and expense structure under the Current Management Agreement and the New Management Agreement, the table below sets forth certain actual and hypothetical information, expressed in dollar amounts, for the Fund’s most recent fiscal year ended September 30, 2021. For purposes of comparing relevant amounts based on whether the Current Management Agreement or the New Management Agreement is assumed to have been in effect, the first three columns of the table focus on management fees and the remaining three columns focus on net annual fund operating expenses. Because of the nature of the unitary fee structure, for comparative purposes, it is important to consider the proposed unitary fee rate relative to the Fund’s net annual fund operating expenses. As illustrated below, for the fiscal year ending September 30, 2021, although the Fund’s management fees would have been higher under the New Management Agreement than under the Current Management Agreement, net annual operating expenses would have been lower.the same.

Limitation of Liability. The Current Management Agreement provides that the Advisor will 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 was based on the investigation and research made by any other individual, firm or corporation, if such recommendation was selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under such Agreement. The New Management Agreement includes a similar provision, but refers to the purchase, sale or retention of any “asset” rather than any “security.”

Continuance. The Current Management Agreement was originally in effect for an initial term of two years and provides that it may be continued thereafter for successive one-year periods if such continuance is specifically approved, at least annually, in the manner required by the 1940 Act. If the shareholders of the Fund approve the New Management Agreement and it is implemented, the New Management Agreement will remain in effect for two years (unless sooner terminated in accordance with such Agreement). Thereafter, the New Management Agreement may be continued for successive one-year periods if such continuance is specifically approved at least annually in the manner required by the 1940 Act (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which the Trust may rely).

Termination. As is the case under the Current Management Agreement, the New Management Agreement will provide for termination: (1) automatically in the event of its assignment (as defined in the 1940 Act and rules and regulations thereunder); (2) at any time without the payment of any penalty by the Fund or the Advisor upon 60 days’ written notice to the other party; and (3) by the Fund by action of the Board or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act and rules and regulations thereunder) of the Fund, accompanied by appropriate notice. In addition, both the Current Management Agreement and the New Management Agreement provide for termination in the event that it is established by a court of competent jurisdiction that the Advisor, or any officer or director of the Advisor, has taken any action which results in a breach of the material covenants of the Advisor set forth in the Agreement.

Applicable Law.Both the Current Management Agreement and New Management Agreement state that such Agreement shall be construed in accordance with applicable federal law and (except as to certain limitation of liability provisions relating to the Trust’s organization as a Massachusetts business trust, which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

Third PartyThird-Party Beneficiaries.The New Management Agreement (but not the Current Management Agreement) includes a provision stating that none of the provisions of the Agreement shall be for the benefit of, or enforceable by, any person or entity that is not a party thereto.

Forum Selection.The New Management Agreement (but not the Current Management Agreement) includes a provision stating, among other things, that any action brought on or with respect to such Agreement or any other document executed in connection therewith by a party to such Agreement against another party to the Agreement shall be brought only in a court of competent jurisdiction in Chicago, Cook County, Illinois, or if venue does not lie in any such court only in a court of competent jurisdiction within the State of Illinois. Further, the right to a trial by jury is expressly waived to the fullest extent permitted by law.

Additional Information on Fund Fees and Expenses

Comparative Fee Table and Expense Example

Set forth below for the Fund are a comparative fee table and expense example. These are intended to help you understand the impact that approvalimplementation of the New Management Agreement would have on the Fund’s operating expenses. Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Table. In the first two columns, the fee table shows, for the fiscal year ended September 30, 2021, what the Fund’s operating expenses were and what they would have been if the New Index (which will have lower licensing fees than the Current Index) had been in effect (in each case, under the Current Management Agreement). The pro forma expenses show what the Fund’s expenses would have been for the fiscal year ended September 30, 2021 if the New Management Agreement (and either the Current Index or the New Index) had been in effect.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

⁽¹⁾       First Trust Advisors L.P., the Fund’s investment advisor, has agreed to waive fees and/or reimburse Fund expenses to the extent that the operating expenses of the Fund (excluding interest expense, brokerage commissions and other trading expenses, taxes and extraordinary expenses) exceed 0.70%0.60% of its average daily net assets per year at least through January 31, 2023. The agreement may be terminated by the Trust, on behalf of the Fund, at any time and by the Fund’s investment advisor only after January 31, 2023 upon 60 days’ written notice. As stated above, under the terms of the agreement, subject to certain conditions, the Advisor has a Recovery Right. However, if shareholders approve Proposal 2 and the Proposal,New Management Agreement is implemented, the Advisor does not intend to exercise the Recovery Right once the New Management Agreement is effective.

Expense Example.The example below is intended to help you compare the cost of investing in the Fund under the Current Management Agreement to the cost of investing in the Fund under the New Management Agreement. The example assumes that on February 1, 2022 (the date of the Fund’s current prospectus), you invested $10,000 in the Fund for the time periods indicated and then hold or sell all of your shares at the end of such periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses (1) under the Current Management Agreement, are equal to net annual fund operating expenses, as shown in the Comparative Fee Table above (i.e.,0.70% 0.60%), through January 31, 2023, and total annual fund operating expenses (i.e.,1.42% 0.92% or 1.38%0.86%, as applicable) thereafter and (2) under the New Management Agreement, are equal to 0.65%0.60% for all time periods. Although your actual costs may be higher or lower, based on the foregoing assumptions, your costs would be:

Similar Funds Advised by the Advisor

The Advisor serves as investment advisor to the following index-tracking First Trust ETFs which have investment objectives that are expected to be broadly similar to that of the Fund when(assuming the Investment Objective Change is implemented.implemented). In particular, the First Trust ETFs listed below follow thematic index strategies, focus on targeted exposures with robust selection methodologies, and seek to track a given market segment. Information about the size of each such fund and the contractual annual rate of compensation to which the Advisor is entitled for its services as investment advisor is set forth below:

*Nasdaq^® and the underlying indexes of the First Trust Cloud Computing ETF and the First Trust Nasdaq Artificial Intelligence and RoboticsCybersecurity ETF are registered trademarks and service marks of Nasdaq, Inc. (together with its affiliates hereinafter referred to as the “Corporations”) and are licensed for use by First Trust. The First Trust Cloud Computing ETF and the First Trust Nasdaq Artificial Intelligence and RoboticsCybersecurity ETF have not been passed on by the Corporations as to their legality or suitability. Such funds are not issued, endorsed, sold or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO SUCH FUNDS.

**Indxx and the underlying index of the First Trust Indxx NextG ETF are trademarks of Indxx, LLC (“Indxx”) and have been licensed for use for certain purposes by First Trust. Such fund is not sponsored, endorsed, sold or promoted by Indxx and Indxx makes no representation regarding the advisability of trading in such product. The underlying index of such fund is determined, composed and calculated by Indxx without regard to First Trust or such fund.

Board Considerations

The Board, including the Independent Trustees, approved the New Management Agreement, on behalf of the Fund, for an initial two-year term at the Board Meeting held on April 26, 2021, to change the Fund’s non-unitary advisory fee structure under the Current Management Agreement to a unitary fee structure, subject to the approval of the Fund’s shareholders. The Board determined that the New Management Agreement is in the best interests of the Fund in light of the nature, extent and quality of the services expected to be provided and such other matters as the Board considered to be relevant in the exercise of its business judgment.

The Board considered the New Management Agreement over the course of meetings held on March 6-7, 2021 and April 26, 2021, noting that the principal difference between the New Management Agreement and the Current Management Agreement is the difference in fee structures. In connection with those meetings, the Board reviewed information provided by the Advisor relating to the proposed unitary fee structure under the New Management Agreement, including supplemental information provided by the Advisor responding to requests for information from counsel to the Independent Trustees, submitted on behalf of the Independent Trustees. At the April 26, 2021 meeting, the Board also reviewed materials provided by the Advisor in connection with the annual contract review process for the funds in the First Trust Fund Complex, including the Fund. The Independent Trustees and their counsel also met separately to discuss the information provided by the Advisor.

The Board noted that, under the Fund’s current non-unitary advisory fee structure, the Fund pays the Advisor an advisory fee equal to an annual rate of 0.40% of its average daily net assets and, separately, the Advisor has agreed to cap the Fund’s net expense ratio at an annual rate of 0.70%0.60% of its average daily net assets, with certain Fund expenses excluded from the expense cap. The Board considered that, under the proposed unitary fee structure, the Fund would pay a unitary fee equal to an annual rate of 0.65%0.60% of its average daily net assets and the Advisor would be responsible for the Fund’s expenses, noting the Advisor’s statement that the Fund expenses excluded from the proposed unitary fee would be identical to those currently excluded from the expense cap. The Board considered that the proposed unitary fee would not result in an immediate reductiona change in the Fund’s current net expense ratio equal to an annual rate of 0.05% of the Fund’s average daily net assets.ratio. The Board also considered the Advisor’s statements that the proposed unitary fee structure provides clarity and consistency of fees to shareholders and that the Fund’s expense ratio under the proposed unitary fee rate would remain consistent regardless of the Fund’s net asset level, which may fluctuate based on creation and redemption activity or market movement. The Board noted that under the Fund’s current expense structure the expense ratio paid by a shareholder can increase or decrease depending on the net asset level of the Fund and the level and continuation of the expense cap. The Board noted that, although the Fund’s total expenses are currently subject to a 0.70%0.60% expense cap, the Advisor is under no obligation to extend the expense cap, and no assurance has been given that any extension would provide for an expense cap as favorable as the current expense cap. In this regard, the Board also took into account information from the Advisor indicating that the Fund’s expense ratio, prior to the application of the expense cap, has been consistently higher than both the expense cap and the proposed unitary fee rate since inception and considered that generally it would require a significant increase in assets or reduction in expenses for the proposed unitary fee rate to exceed the Fund’s expense ratio (prior to the application of the expense cap). However, the Board considered that the unitary fee structure generally would eliminate the possibility for any decrease in the Fund’s expense ratio during periods of significant asset increases within the Fund. The Board noted that, after the initial two-year term of the New Management Agreement, it would review the unitary fee on an annual basis in connection with its annual review of the Fund’s advisory agreement. On balance, in conjunction with the 0.05% reduction from the current expense cap, the Board concluded that the benefit to shareholders resulting from the unitary fee’s protection from the risk of a higher expense ratio outweighed the fact that an increase in Fund assets would not necessarily result in a decrease in the Fund’s expense ratio.

In addition, the Board considered that the proposed unitary fee structure was the primary fee structure for ETFs in the First Trust Fund Complex and a common fee structure in the ETF industry and, therefore, may allow investors to more easily compare the Fund to peer funds. The Board also considered the Advisor’s statements that the services provided to the Fund by the Advisor under the Current Management Agreement will not change as a result of the transition to the proposed unitary fee structure under the New Management Agreement and that the Advisor would bear the costs associated with obtaining shareholder approval of the New Management Agreement. Based on the foregoing, the Board determined that the transition to the proposed unitary fee structure under the New Management Agreement is in the best interests of the Fund.

In addition to considering the change in fee structure, to reach its determination that the New Management Agreement is in the best interests of the Fund, the Board also considered its duties under the 1940 Act, as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. The Independent Trustees received information from the Advisor that, among other things, outlined: the services to be provided by the Advisor to the Fund (including the relevant personnel responsible for these services and their experience); the proposed unitary fee rate payable by the Fund as compared to fees charged to a peer group of funds (the “Expense Group”) and a broad peer universe of funds (the “Expense Universe”), each assembled by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent source, and as compared to fees charged to other ETFs managed by the Advisor; the estimated expense ratio of the Fund as compared to expense ratios of the funds in the Fund’s Expense Group and Expense Universe; the nature of expenses to be incurred in providing services to the Fund and the potential for the Advisor to realize economies of scale, if any; profitability and other financial data for the Advisor; any indirect benefits to the Advisor and its affiliate, First Trust Portfolios L.P. (“FTP”); and information on the Advisor’s compliance program. The Board applied its business judgment to determine whether the arrangement between the Trust and the Advisor is a reasonable business arrangement from the Fund’s perspective.

In evaluating whether to approve the New Management Agreement for the Fund, the Board considered the nature, extent and quality of the services to be provided by the Advisor under the New Management Agreement, noting the Advisor’s statement that the services provided to the Fund by the Advisor under the Current Management Agreement will not change as a result of the transition to the proposed unitary fee structure under the New Management Agreement. The Board considered that the Advisor is responsible for the overall management and administration of the Fund under the Current Management Agreement and reviewed all of the services provided by the Advisor to the Fund, as well as the background and experience of the persons responsible for such services. In reviewing the services provided, the Board noted the compliance program that had been developed by the Advisor and considered that it includes a robust program for monitoring the Advisor’s and the Fund’s compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The Board also considered a report from the Advisor with respect to its risk management functions related to the operation of the Fund. In addition, the Board considered the Advisor’s ongoing investment in additional personnel and infrastructure to maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex.

The Board noted that the Fund is an index ETF designed to track the performance of an underlying index. Because the Fund’s underlying index is changing, subject to the approval by the Fund’s shareholders of a change in the Fund’s diversification status under the 1940 Act, the Fund did not have any historical investment performance based on its new underlying index that the Board could consider. However, because the Fund will continue to track the performance of an underlying index, the Board considered reports it receives on a quarterly basis showing the correlation and tracking difference between the Fund and its current underlying index and noted that the Fund’s performance under the management of the Advisor has been correlated to that of its current underlying index and that the Fund’s tracking difference has been within a reasonable range. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services to be provided to the Fund by the Advisor under the New Management Agreement are expected to remain satisfactory.

The Board considered the proposed unitary fee rate payable by the Fund under the New Management Agreement for the services to be provided. The Board noted that, under the unitary fee arrangement, the Fund would pay the Advisor a unitary fee equal to an annual rate of 0.65%0.60% of its average daily net assets. The Board noted that the Advisor would be responsible for the Fund’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees, if any, but excluding the fee payment under the New Management Agreement and interest, taxes, acquired fund fees and expenses, if any, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses, if any. The Board received and reviewed information showing the advisory or unitary fee rates and expense ratios of the peer funds in the Expense Group, as well as advisory and unitary fee rates charged by the Advisor to other ETFs. Because the Fund will pay a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Based on the information provided, the Board noted that the unitary fee rate for the Fund was above the median net expense ratio of the peer funds in the Expense Group. With respect to the Expense Group, the Board discussed with representatives of the Advisor how the Expense Group was assembled and how the Fund compared and differed from the peer funds. The Board took this information into account in considering the peer data. With respect to fees charged to other clients, the Board considered differences between the Fund and other clients that limited their comparability. The Board considered the Advisor’s statement that the Fund is most comparable to threetwo other ETFs in the First Trust Fund Complex that follow thematic index strategies managed by the Advisor due to their shared focus on targeted exposures with robust selection methodologies and objectives to track a given market segment, and that each such funds payfund pays a unitary fees atfee equal to an annual rates that range fromrate of 0.60% to 0.70% of their respectiveits average daily net assets. The Board considered that the proposed unitary fee would not result in an immediate reductiona change in the Fund’s current net expense ratio equal to an annual rate of 0.05% of its average daily net assets.ratio. In light of the information considered and the nature, extent and quality of the services provided under the Current Management Agreement and expected to continue to be provided to the Fund under the New Management Agreement, the Board determined that the proposed unitary fee was fair and reasonable.

The Board noted that the proposed unitary fee for the Fund was not structured to pass on to shareholders the benefits of any economies of scale as the Fund’s assets grow. The Board noted that any reduction in fixed costs associated with the management of the Fund would benefit the Advisor, but that the unitary fee structure provides a level of certainty in expenses for the Fund. The Board noted that the Advisor has continued to hire personnel and build infrastructure, including technology, to improve the services to the funds in the First Trust Fund Complex. The Board took into consideration the types of costs to be borne by the Advisor in connection with its services to be performed for the Fund under the New Management Agreement. The Board considered the Advisor’s estimate of the profitability of the New Management Agreement to the Advisor at current asset levels, noting that the Advisor estimated that it would provide services at a loss under the New Management Agreement at current asset levels. The Board noted the inherent limitations in the profitability analysis and concluded that, based on the information provided, the Advisor’s estimated profitability level under the New Management Agreement was not unreasonable. The Board considered indirect benefits described by the Advisor that may be realized from its relationship with the Fund. The Board considered that the Advisor had identified as an indirect benefit to the Advisor and FTP their exposure to investors and brokers who, absent their exposure to the Fund, may have had no dealings with the Advisor or FTP, and noted that the Advisor does not utilize soft dollars in connection with the Fund. The Board concluded that the character and amount of potential indirect benefits to the Advisor were not unreasonable.

Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined that the terms of the New Management Agreement are fair and reasonable and that the approval of the New Management Agreement is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.

Additional Information about the Trust and the Advisor

First Trust Advisors L.P. (previously defined as the “Advisor” or “First Trust”) is the investment advisor to the Fund and, as such, is responsible for the selection and ongoing monitoring of the securities in the Fund’s portfolio and certain other services necessary for the management of its portfolio. The Advisor is an Illinois limited partnership with one limited partner, Grace Partners of DuPage L.P. (“Grace Partners”), and one general partner, The Charger Corporation. Grace Partners is a limited partnership with one general partner, The Charger Corporation, and a number of limited partners. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, the Chief Executive Officer of the Advisor, the Chairman of the Board and the sole Trustee who is not an Independent Trustee. Mr. Bowen holds his interest in The Charger Corporation through a limited liability company of which he is the sole member. The Advisor, Grace Partners and The Charger Corporation are each located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. In light of his interest in and role with the Advisor, Mr. Bowen has an interest in the Proposal 2 and the New Management Agreement. In addition, the executive officers of the Trust who are also managing directors and/or senior executive officers of the Advisor may be considered to have an interest in the Proposal 2 and the New Management Agreement. As stated above, if the Proposal 2 is approved by shareholders and implemented, the Advisor’s unitary fee under the New Management Agreement will be equal to 0.65%0.60% of average daily net assets and, for the fiscal year ended September 30, 2021, would have been equal to $57,390.$202,660. As also noted above, however, if the New Management Agreement is implemented, the Advisor will be required to pay most of the Fund’s expenses (subject to certain exclusions) out of its unitary fee.

A list of the executive officers of the Trust and the managing directors and senior executive officers of the Advisor, their positions with the Trust and/or the Advisor, and their principal occupations are set forth below. Certain executive officers of the Trust have a minority equity interest in the limited partner of the Advisor.

The business address of the Advisor and each executive officer and managing director of the Advisor is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

Shareholder Approval and Required Vote

To become effective, the New Management Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund. The “vote of a majority of the outstanding voting securities” of the Fund is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of the Fund present at the Meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding shares of the Fund. All shares represented by properly submitted proxies will be counted as present for purposes of determining a quorum. For purposes of determining the approval of the Proposal 2, abstentions will have the effect of a vote against the Proposal. It is expected that broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers will request the instructions of such customers before the Meeting on how to vote their shares on the Proposal.Proposal 2. Under applicable rules of the New York Stock Exchange, broker-dealer firms are not permitted to vote on the Proposal 2 with respect to shares for which no instructions have been received from customers. Broker non-votes are shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because theeach Proposal is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under applicable rules of the New York Stock Exchange, the Fund does not expect there to be any broker non-votes at the Meeting.

If you need any assistance, or have any questions regarding the Proposal 2 or how to vote your shares, please call the Fund’s proxy solicitor, AST Fund Solutions, LLC, at (866) 387-7321856-3065 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

The Board of Trustees recommends that shareholders of the Fund
vote to approve the Proposal.Proposal 2.

Other Information

General Information—Solicitation of Proxies

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. The solicitation of proxies will be largely by mail, but may include telephonic, electronic or oral communications by officers and service providers of the Trust, as well as affiliates of such service providers. A proxy solicitation firm, AST Fund Solutions, LLC, has also been engaged to provide proxy solicitation and tabulation services for the Fund, as well as certain related services, at an expected total cost of approximately $6,600.$13,300. The expense of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and all other costs in connection with the solicitation of proxies to be voted at the Meeting, will be borne entirely by the Advisor, whether or not the Proposal isProposals are approved by shareholders. The Advisor will also reimburse brokerage firms and others for their expenses in forwarding proxy solicitation materials to the person(s) for whom they hold shares of the Fund whether or not the Proposal isProposals are approved by shareholders.

The Meeting and Voting Rights

The Meeting is scheduled to be held on Thursday, July 21, 2022, at 12:00 noon15 p.m. Central Time at the offices of First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. You may vote in any one of four ways:

Each shareholder will be entitled to one vote for each share owned by the shareholder, and each fractional share will be entitled to a proportionate fractional vote. Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients may request voting instructions from such customers and clients. You are encouraged to contact your broker-dealer and record your voting instructions.

A list of shareholders of record of the Fund entitled to notice of and to be present and to vote at the Meeting will be available at the offices of the Advisor, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder of the Fund during regular business hours beginning on the second business day after notice is given of the Meeting, subject to restrictions that may be imposed on a requesting shareholder on the copying, use or distribution of the information contained in the list. Shareholders will need to show valid identification and proof of share ownership to inspect the list of shareholders.

Use and Revocation of Proxies

For shareholders voting by mail, if the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon, or, if no instructions are marked thereon, will be voted at the discretion of the persons named on the proxy card. Accordingly, unless instructions to the contrary are marked thereon, a properly executed and returned proxy will be voted FOR theeach Proposal, and at the discretion of the named proxies on any other matters that may properly come before the Meeting, as deemed appropriate. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise by (i) attending the Meeting and voting his or her or its shares in person; (ii) timely submitting a revocation of a prior proxy to (a) the Trust’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or (b) if his, her or its shares are held in “street name,” to the applicable broker-dealer; or (iii) timely submitting a later-dated proxy.

Quorum Requirements, Postponements and Adjournments

A quorum of shareholders is necessary to hold a meeting of shareholders. Under the Trust’s By-Laws, the holders of shares representing thirty-three and a third percent (33-1/3%) of the voting power of the aggregate number of shares of the Fund entitled to vote at the Meeting will be necessary to constitute a quorum for the transaction of business by the Fund. Under the Trust’s By-Laws, in general, for purposes of establishing whether a quorum is present at a meeting of shareholders, all shares present in person or by properly submitted proxy and entitled to vote, including abstentions and broker non-votes, are counted. Broker non-votes are shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because theeach Proposal is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under applicable rules of the New York Stock Exchange, the Trust does not expect there to be any broker non-votes at the Meeting.

The Meeting may be postponed prior to the Meeting with notice to the shareholders entitled to vote at the Meeting. The Meeting may, by action of the person presiding thereat, be adjourned without further notice with respect to one or more matters to be considered at the Meeting to a designated time and place, if a quorum is not present with respect to such matter. In addition, the Meeting may, by motion of the person presiding thereat, be adjourned with respect to one or more matters to be considered at the Meeting, even if a quorum is present with respect to such matters, to a designated time and place, when such adjournment is approved by the vote of holders of shares representing a majority of the voting power of the shares present and entitled to vote with respect to the matter or matters adjourned, and voting on the adjournment, without further notice.

Shares Outstanding

Only holders of record of shares at the close of business on April 25, 2022 (the “Record Date”) are entitled to vote on the ProposalProposals at the Meeting. As of the close of business on the Record Date, there were 200,002691,608 shares outstanding of the Fund.

Share Ownership Over 5%

As of the Record Date, no person is known by the Trust to have owned beneficially or of record more than 5% of the shares outstanding of the Fund except as set forth in the chart below. A shareholder owning beneficially more than 25% of the Fund’s voting securities may be deemed to “control” (as defined in the 1940 Act) the Fund. The vote of any such person could have a more significant effect on matters presented at a shareholders’ meeting than votes of other shareholders. Information as to ownership is based on securities position listing reports as of the Record Date. The Trust does not have any knowledge of who the ultimate beneficiaries are of the Fund’s shares outstanding.

Share Ownership of Trustees and Executive Officers

The number of shares of the Fund beneficially owned as of December 31, 2021 by (a) the Trustees (including the Independent Trustees and the Trustee who is not an Independent Trustee (the “Interested Trustee”)) and (b) the Trustees and executive officers of the Trust as a group, is set forth below.

*Denise M. Keefe has been an Independent Trustee since November 1, 2021.

As of December 31, 2021, (a) the Trustees and (b) the Trustees and executive officers of the Trust as a group, beneficially owned 119353 of the total shares outstanding of the Fund, which is less than 1% of the Fund’s outstanding shares. The information as to beneficial ownership is based on statements furnished by each Trustee and executive officer.

Other Service Providers

First Trust Portfolios L.P., an affiliate of the Advisor, is the principal underwriter of the Fund’s shares with principal offices located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. The Bank of New York Mellon, the Fund’s administrator, fund accountant, custodian, and transfer agent, is located at 240 Greenwich Street, New York, New York 10286.

Delivery of Certain Documents

The Trust will furnish, without charge, a copy of the Fund’s annual report and/or semi-annual report as available upon request. Such written or oral requests should be made by writing to the Trust at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or by calling (800) 621-1675.

Please note that only one annual or semi-annual report or proxy statement, as applicable, may be delivered to two or more shareholders of the Fund who share an address, unless the Trust has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement, as applicable, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the Trust at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.

Submission of Shareholder Proposals

The Trust is organized as a business trust under the laws of the Commonwealth of Massachusetts. The Trust is not required to hold, and does not hold, annual meetings. However, special meetings of shareholders of the Fund may be called as required by the 1940 Act, or as required or permitted by the Trust’s Declaration of Trust and By-Laws.

Because the Fund does not hold annual shareholders’ meetings, the anticipated date of the next shareholders’ meeting (if any) cannot be provided. Shareholders who wish to present a proposal for inclusion in a future proxy statement for a subsequent shareholders’ meeting should send written proposals to the Trust’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Proposals must be received by a reasonable time before the Fund begins to print and send its proxy materials for the meeting. The timely submission of a proposal does not guarantee inclusion.

Disclaimers Regarding the Current Index and New Index

First Trust does not guarantee the accuracy and/or the completeness of the Current Index or the New Index (each, an “Index”) or any data included therein, and First Trust shall have no liability for any errors, omissions or interruptions therein. First Trust makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of an Index or any data included therein. First Trust makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to an Index or any data included therein. Without limiting any of the foregoing, in no event shall First Trust have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of an Index, even if notified of the possibility of such damages.

Current Index

Nasdaq, Inc. is theThe index provider of the Current Index. Nasdaq^® and the ISE Global Engineering and Construction™ Index are registered trademarks and service marks of Nasdaq, Inc. (together with its affiliates hereinafter referred to as the “Corporations”) and are licensed for useis FTSE International Limited. The Fund has been developed solely by First Trust. The Fund has not been passed on by the Corporations as to its legality or suitability. The Fund is not issued,in any way connected to or sponsored, endorsed, sold or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE FUND.London Stock Exchange Group plc and its group undertakings, including FTSE International Limited (collectively, the “LSE Group”), European Public Real Estate Association (“EPRA”), or the National Association of Real Estate Investments Trusts (“Nareit”) (and together the “Licensor Parties”). FTSE Russell is a trading name of certain of the LSE Group companies. All rights in the Current Index vest in the Licensor Parties. “FTSE^®” and “FTSE Russell^®” are trademarks of the relevant LSE Group company and are used by any other LSE Group company under license. “Nareit^®” is a trademark of Nareit, “EPRA^®” is a trademark of EPRA and all are used by the LSE Group under license. The Current Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The Licensor Parties do not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Current Index or (b) investment in or operation of the Fund. The Licensor Parties make no claim, prediction, warranty or representation either as to the results to be obtained from the Fund or the suitability of the Current Index for the purpose to which it is being put by First Trust.

New Index

GKD Index Partners, LLC d/b/a Alerian is the index provider of the New Index. Alerian and Alerian U.S. NextGen InfrastructureDisruptive Technology Real Estate Index are service marks of GKD Index Partners, LLC d/b/a Alerian and have been licensed for use by First Trust. The Fund is not (and will not be) issued, sponsored, endorsed, sold or promoted by GKD Index Partners, LLC d/b/a Alerian or its affiliates (collectively, “Alerian”). Alerian makes no representation or warranty, express or implied, to the purchasers or owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the New Index to track general market performance. WhenIf the Investment Objective Change is implemented, Alerian’s only relationship to the Fund will be the licensing of the service marks and the New Index, which is (and will be) determined, composed and calculated by Alerian without regard to First Trust or the Fund. Alerian is not (and will not be) responsible for and has not participated (and will not participate) in the determination of the timing of, prices at, or quantities of the Fund issued by First Trust. Alerian has (and will have) no obligation or liability in connection with the issuance, administration, marketing or trading of the Fund.

Other Matters to Come Before the Meeting

No business other than the ProposalProposals described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the Fund.

May 25,June 9, 2022

It is important that your shares be represented at the Meeting. In order to avoid delay and to ensure that your shares are represented, please vote as promptly as possible. If you need any assistance, or have any questions regarding the Proposal or how to vote your shares, please call the Fund’s Proxy Solicitor, AST Fund Solutions, LLC, at (866) 387-7321

This page intentionally left blank

-24- 

APPENDIX A

Glossary of Principal Investment Risks

Each principal investment risk listed below includes an indication as to whether it is (1) identified in the Fund’s current prospectus (“Current”), (2) expected to be applicable to the Fund following the implementation of Proposal 1 (“Proposal 1”), or (3) both identified in the Fund’s current prospectus and expected to be applicable to the Fund following the implementation of Proposal 1 (“Current & Proposal 1”).

Whether or not Proposal 1 is approved by shareholders and implemented, you could lose money by investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. There can be no assurance that the Fund’s investment objective will be achieved. The order of the below risk factors does not indicate the significance of any particular risk factor.

AUTHORIZED PARTICIPANT CONCENTRATION RISK (Current & Proposal 1). Only an authorized participant may engage in creation or redemption transactions directly with the Fund. A limited number of institutions act as authorized participants for the Fund. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders and no other authorized participant steps forward to create or redeem, the Fund’s shares may trade at a premium or discount (the difference between the market price of the Fund’s shares and the Fund’s net asset value) and possibly face delisting and the bid/ask spread (the difference between the price that someone is willing to pay for shares of the Fund at a specific point in time versus the price at which someone is willing to sell) on the Fund’s shares may widen.

COMMUNICATION SERVICES COMPANIES RISK (Proposal 1). Communication services companies may be subject to specific risks associated with legislative or regulatory changes, adverse market conditions, intellectual property use and/or increased competition. Communication services companies are particularly vulnerable to rapid advancements in technology, the innovation of competitors, rapid product obsolescence and government regulation and competition, both domestically and internationally. Additionally, fluctuating domestic and international demand, shifting demographics and often unpredictable changes in consumer tastes can drastically affect a communication services company’s profitability. While all companies may be susceptible to network security breaches, certain communication services companies may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.

CURRENCY RISK (Current & Proposal 1). Changes in currency exchange rates affect the value of investments denominated in a foreign currency, and therefore the value of such investments in the Fund’s portfolio. The Fund’s net asset value could decline if a currency to which the Fund has exposure depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the Fund may change quickly and without warning.

CYBER SECURITY RISK (Current & Proposal 1). The Fund is susceptible to operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding but may also result from outside attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cyber security breaches of the issuers of securities in which the Fund invests or the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, index provider, if any, or sub-advisor, as applicable, can also subject the Fund to many of the same risks associated with direct cyber security breaches. Although the Fund has established risk management systems designed to reduce the risks associated with cyber security, there is no guarantee that such efforts will succeed, especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.

DEPOSITARY RECEIPTS RISK (Current & Proposal 1). Depositary receipts represent equity interests in a foreign company that trade on a local stock exchange. Depositary receipts may be less liquid than the underlying shares in their primary trading market. Any distributions paid to the holders of depositary receipts are usually subject to a fee charged by the depositary. Holders of depositary receipts may have limited voting rights, and investment restrictions in certain countries may adversely impact the value of depositary receipts because such restrictions may limit the ability to convert the equity shares into depositary receipts and vice versa. Such restrictions may cause the equity shares of the underlying issuer to trade at a discount or premium to the market price of the depositary receipts.

EQUITY SECURITIES RISK (Current & Proposal 1). The value of the Fund’s shares will fluctuate with changes in the value of the equity securities in which it invests. Equity securities prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant equity market, such as market volatility, or when political or economic events affecting an issuer occur. Common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur in the equity market as a whole, or they may occur in only a particular country, company, industry or sector of the market.

INDEX CONCENTRATION RISK (Current & Proposal 1). The Fund will be concentrated in an industry or a group of industries to the extent that the Fund’s underlying index (for purposes of this Appendix A, the “Index”) is so concentrated. To the extent that the Fund invests a significant percentage of its assets in a single asset class or the securities of issuers within the same country, state, region, industry or sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if the Fund were more broadly diversified. A significant exposure makes the Fund more susceptible to any single occurrence and may subject the Fund to greater market risk than a fund that is more broadly diversified. There may be instances in which the Index, for a variety of reasons including changes in the prices of individual securities held by the Fund, has a larger exposure to a small number of stocks or a single stock relative to the rest of the stocks in the Index. Under such circumstances, the Fund will not deviate from the Index except in rare circumstances or in an immaterial way and therefore the Fund’s returns would be more greatly influenced by the returns of the stock(s) with the larger exposure.

INDEX OR MODEL CONSTITUENT RISK (Current & Proposal 1). The Fund may be a constituent of one or more indices or ETF models. As a result, the Fund may be included in one or more index-tracking exchange-traded funds or mutual funds. Being a component security of such a vehicle could greatly affect the trading activity involving the Fund’s shares, the size of the Fund and the market volatility of the Fund. Inclusion in an index could increase demand for the Fund and removal from an index could result in outsized selling activity in a relatively short period of time. As a result, the Fund’s net asset value could be negatively impacted and the Fund’s market price may be below the Fund’s net asset value during certain periods. In addition, index rebalances may potentially result in increased trading activity in the Fund’s shares.

INDEX PROVIDER RISK (Current & Proposal 1). There is no assurance that the provider of the Fund’s Index (for purposes of this Appendix A, the “Index Provider”), or any agents that act on its behalf, will compile the Index accurately, or that the Index will be determined, maintained, constructed, reconstituted, rebalanced, composed, calculated or disseminated accurately. The Index Provider and its agents do not provide any representation or warranty in relation to the quality, accuracy or completeness of data in the Index, and do not guarantee that the Index will be calculated in accordance with its stated methodology. The Advisor’s mandate is to manage the Fund consistently with the Index provided by the Index Provider. The Advisor relies upon the Index Provider and its agents to accurately compile, maintain, construct, reconstitute, rebalance, compose, calculate and disseminate the Index accurately. Therefore, losses or costs associated with any Index Provider or agent errors generally will be borne by the Fund and its shareholders. To correct any such error, the Index Provider or its agents may carry out an unscheduled rebalance of the Index or other modification of Index constituents or weightings. When the Fund in turn rebalances its portfolio, any transaction costs and market exposure arising from such portfolio rebalancing will be borne by the Fund and its shareholders. Unscheduled rebalances also expose the Fund to additional tracking error risk. Errors in respect of the quality, accuracy and completeness of the data used to compile the Index may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, particularly where the Index is less commonly used as a benchmark by funds or advisors. For example, during a period where the Index contains incorrect constituents, the Fund tracking the Index would have market exposure to such constituents and would be underexposed to the Index’s other constituents. Such errors may negatively impact the Fund and its shareholders. The Index Provider and its agents rely on various sources of information to assess the criteria of issuers included in the Index, including information that may be based on assumptions and estimates. Neither the Fund nor the Advisor can offer assurances that the Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers. Unusual market conditions may cause the Index Provider to postpone a scheduled rebalance, which could cause the Index to vary from its normal or expected composition. The postponement of a scheduled rebalance in a time of market volatility could mean that constituents that would otherwise be removed at rebalance due to changes in market capitalizations, issuer credit ratings, dividend rates, or other reasons may remain, causing the performance and constituents of the Index to vary from those expected under normal conditions. Apart from scheduled rebalances, the Index Provider or its agents may carry out additional ad hoc rebalances to the Index due to unusual market conditions or in order, for example, to correct an error in the selection of index constituents.

INFLATION RISK (Current & Proposal 1). 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 present value of the Fund’s assets and distributions may decline.

MARKET MAKER RISK (Current & Proposal 1). The Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares due to a limited number of market markers. Decisions by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of the Fund’s portfolio securities and the Fund’s market price. The Fund 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. This reduced effectiveness could result in Fund shares trading at a discount to net asset value and also in greater than normal intraday bid-ask spreads for Fund shares.

MARKET RISK (Current & Proposal 1). Market risk is the risk that a particular security, or shares of the Fund in general, may fall in value. Securities are subject to market fluctuations caused by such factors as economic, political, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on the Fund and its investments. For example, the coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, had negative impacts, and in many cases severe impacts, on markets worldwide. While the development of vaccines has slowed the spread of the virus and allowed for the resumption of reasonably normal business activity in the United States, many countries continue to impose lockdown measures in an attempt to slow the spread. Additionally, there is no guarantee that vaccines will be effective against emerging variants of the disease. As this global pandemic illustrated, such events may affect certain geographic regions, countries, sectors and industries more significantly than others. These events also adversely affect the prices and liquidity of the Fund’s portfolio securities or other instruments and could result in disruptions in the trading markets. Any of such circumstances could have a materially negative impact on the value of the Fund’s shares and result in increased market volatility. During any such events, the Fund’s shares may trade at increased premiums or discounts to their net asset value and the bid/ask spread on the Fund’s shares may widen.

NON-CORRELATION RISK (Current & Proposal 1). The Fund’s return may not match the return of the Index for a number of reasons. The Fund incurs operating expenses not applicable to the Index, and may incur costs in buying and selling securities, especially when rebalancing the Fund’s portfolio holdings to reflect changes in the composition of the Index. In addition, the Fund’s portfolio holdings may not exactly replicate the securities included in the Index or the ratios between the securities included in the Index.

NON-DIVERSIFICATION RISK (Proposal 1). If Proposal 1 is implemented, the Fund will be classified as “non-diversified” under the 1940 Act. As a result, the Fund will only be limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements imposed by the Internal Revenue Code of 1986, as amended. The Fund may invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.

NON-U.S. SECURITIES RISK (Current & Proposal 1). Non-U.S. securities are subject to higher volatility than securities of domestic issuers due to possible adverse political, social or economic developments, restrictions on foreign investment or exchange of securities, capital controls, lack of liquidity, currency exchange rates, excessive taxation, government seizure of assets, the imposition of sanctions by foreign governments, different legal or accounting standards, and less government supervision and regulation of securities exchanges in foreign countries.

OPERATIONAL RISK (Current & Proposal 1). The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Advisor seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

PASSIVE INVESTMENT RISK (Current & Proposal 1). The Fund is not actively managed. The Fund invests in securities included in or representative of the Index regardless of investment merit. The Fund generally will not attempt to take defensive positions in declining markets. In the event that the Index is no longer calculated, the Index license is terminated or the identity or character of the Index is materially changed, the Fund will seek to engage a replacement index.

PORTFOLIO TURNOVER RISK (Current & Proposal 1). High portfolio turnover may result in the Fund paying higher levels of transaction costs and may generate greater tax liabilities for shareholders. Portfolio turnover risk may cause the Fund’s performance to be less than expected.

PREMIUM/DISCOUNT RISK (Current & Proposal 1). The market price of the Fund’s shares will generally fluctuate in accordance with changes in the Fund’s net asset value as well as the relative supply of and demand for shares on the Exchange. The Fund’s investment advisor cannot predict whether shares will trade below, at or above their net asset value because the shares trade on the Exchange at market prices and not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading individually or in the aggregate at any point in time. However, given that shares can only be purchased and redeemed in creation units (i.e., large blocks of shares), and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Fund’s investment advisor believes that large discounts or premiums to the net asset value of shares should not be sustained. During stressed market conditions, the market for the Fund’s shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s shares and their net asset value and the bid/ask spread on the Fund’s shares may widen.

REAL ESTATE COMPANIES RISK (Current & Proposal 1). Real estate companies include REITs and other companies involved in the operation and development of commercial, residential and industrial real estate. An investment in a real estate company may be subject to risks similar to those associated with direct ownership of real estate, including the possibility of declines in the value of real estate, losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, environmental liability, zoning laws, regulatory limitations on rents, property taxes, and operating expenses. Some real estate companies have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. The price of a real estate company’s securities may also drop because of dividend reductions, lowered credit ratings, poor management, or other factors that affect companies in general.

REIT (REAL ESTATE INVESTMENT TRUST) RISK (Current & Proposal 1). REITs typically own and operate income-producing real estate, such as residential or commercial buildings, or real-estate related assets, including mortgages. As a result, investments in REITs are subject to the risks associated with investing in real estate, which may include, but are not limited to: fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local operating expenses; and other economic, political or regulatory occurrences affecting companies in the real estate sector. REITs are also subject to the risk that the real estate market may experience an economic downturn generally, which may have a material effect on the real estate in which the REITs invest and their underlying portfolio securities. REITs may have also a relatively small market capitalization which may result in their shares experiencing less market liquidity and greater price volatility than larger companies. Increases in interest rates typically lower the present value of a REIT’s future earnings stream, and may make financing property purchases and improvements more costly. Because the market price of REIT stocks may change based upon investors’ collective perceptions of future earnings, the value of the Fund will generally decline when investors anticipate or experience rising interest rates.

SIGNIFICANT EXPOSURE RISK (Proposal 1). To the extent that the Fund invests a significant percentage of its assets in a single asset class or the securities of issuers within the same country, state, region, industry or sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if the Fund were more broadly diversified. A significant exposure makes the Fund more susceptible to any single occurrence and may subject the Fund to greater market risk than a fund that is more broadly diversified.

SMALLER COMPANIES RISK (Proposal 1). Small and/or mid-capitalization companies may be more vulnerable to adverse general market or economic developments, and their securities may be less liquid and may experience greater price volatility than larger, more established companies as a result of several factors, including limited trading volumes, fewer products or financial resources, management inexperience and less publicly available information. Accordingly, such companies are generally subject to greater market risk than larger, more established companies.

TRADING ISSUES RISK (Current & Proposal 1). Trading in Fund shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading in Fund shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small, the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.

This page intentionally left blank

APPENDIX AB -- FORM OF NEW MANAGEMENT AGREEMENT

Investment Management Agreement

Investment Management Agreement made this _____ day of _____, 202_, by and between First Trust Exchange-Traded Fund II, a Massachusetts business trust (the “Trust”), and First Trust Advisors L.P., an Illinois limited partnership (the “Adviser”).

Whereas, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company;

Whereas, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

Whereas, the Trust intends to offer shares in series as set forth on Schedule A attached hereto and any other series as to which this Agreement may hereafter be made applicable and set forth on Schedule A, which may be amended from time to time (each such series being herein referred to as a “Fund,”and collectively as the “Funds”); and

Whereas, the Trust desires to retain the Adviser as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and the Adviser is willing to furnish such services.

Witnesseth:

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1.       The Trust hereby engages the Adviser to act as the investment adviser for, and to set the overall investment strategy and manage the investment and reinvestment of the assets of, each Fund in accordance with each Fund’s investment objectives and policies and limitations, and to administer each Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of each Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to investments as set forth in the Fund’s then current registration statement under the 1940 Act, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Funds’ transfer agent, administrator or other service providers) for the Funds, to permit any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected or appointed to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall at its own expense furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement. In the event that the Adviser pays or assumes any expenses of a Fund not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or similar expense in the future; provided, that nothing contained herein shall be deemed to relieve the Adviser of any obligation to a Fund under any separate agreement or arrangement between the parties.

2.       The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall neither have the authority to act for nor represent the Trust in any way, nor otherwise be deemed an agent of the Trust.

3.       For the services and facilities described in Section 1, each Fund will pay to the Adviser, at the end of each calendar month, and the Adviser agrees to accept as full compensation therefor, an investment management fee equal to the annual rate of each Fund’s average daily net assets as set forth on Schedule A.

For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

4.       During the term of this Agreement, the Adviser shall pay all of the expenses of each Fund of the Trust (including the cost of transfer agency, sub-advisory, custody, fund administration, legal, audit and other services and license fees, if any) but excluding the fee payment under this Agreement, interest, taxes, brokerage commissions, acquired fund fees, if any, and expenses and other expenses connected with the execution of portfolio transactions (such as dividend and distribution expenses from securities sold short and/or other investment related costs), distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.

5.      The Adviser shall arrange for suitably qualified officers or employees of the Adviser to serve, without compensation from the Trust, as Trustees, officers or agents of the Trust, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

6.6.        For purposes of this Agreement, brokerage commissions paid by a Fund upon the purchase or sale of a Fund’s portfolio securities or other assets shall be considered a cost of the securities or assets of the Fund and shall be paid by the Fund.

7.      The Adviser is authorized to select the brokers, dealers, futures commission merchants, banks, or any other agent or counterparty that will execute the purchases and sales of a Fund’s portfolio investments on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Trust’s Board of Trustees and to the extent permitted by and in conformance with applicable law and the rules and regulations thereunder (including Rule 17e-1 under the 1940 Act), the Adviser may select brokers, dealers, futures commission merchants or other persons affiliated with the Adviser. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust, or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, the Adviser may, to the extent permitted by applicable law and the rules and regulations thereunder, aggregate purchase and sale orders of portfolio investments with similar orders being made simultaneously for other accounts managed by the Adviser or its affiliates, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to a Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Adviser and any of its affiliates involved in such transaction shall be to allocate the securities or other assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, each Fund acknowledges that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the portfolio investments obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Adviser and its affiliates may purchase securities or other instruments of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities, assets or instruments for another client.

The Adviser will not arrange purchases or sales of portfolio investments between a Fund and other accounts advised by the Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law and the rules and regulations thereunder (including Rule 17a-7 under the 1940 Act) and the Trust’s policies and procedures, (b) the Adviser determines the purchase or sale is in the best interests of each Fund, and (c) the Trust’s Board of Trustees has approved these types of transactions.

To the extent a Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts the Adviser’s authority regarding the execution of the Fund’s portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with the Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination.

The Adviser will communicate to the officers and Trustees of the Trust such information relating to transactions for the Funds as they may reasonably request. In no instance will portfolio investments be purchased by or sold to the Adviser or any affiliated person of either the Trust or the Adviser, except as may be permitted under the 1940 Act, the rules and regulations thereunder or any applicable exemptive orders.

The Adviser further agrees that it:

(a)       will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b)will (i) conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and Commodity Futures Trading Commission, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Adviser, and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activities;

(c)       will report regularly to the Board of Trustees of the Trust (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Board of Trustees on a regular basis at reasonable times the management of each Fund, including, without limitation, review of the general investment strategies of each Fund, the performance of each Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Board of Trustees of the Trust; and

(d)      will prepare and maintain such books and records with respect to each Fund’s securities and other transactions as required under applicable law and will prepare and furnish the Trust’s Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser further agrees that all records which it maintains for each Fund are the property of the Fund and the Adviser will surrender promptly to the Fund any such records upon the request of the Fund (provided, however, that the Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.

8.       Subject to applicable statutes and regulations, it is understood that officers, Trustees, or agents of the Trust are, or may be, interested persons (as such term is defined in the 1940 Act and rules and regulations thereunder) of the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested persons of the Trust otherwise than as Trustees, officers or agents.

9.       The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any asset, 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 the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

10.       Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the respective Fund may rely), the Adviser may retain one or more sub-advisers at the Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to a Fund. In addition, the Adviser may adjust from time to time the duties delegated to any sub-adviser, the portion of portfolio assets of the Fund that the sub-adviser shall manage and the fees to be paid to the sub-adviser pursuant to any sub-advisory agreement or other arrangement entered into in accordance with this Agreement, subject to the approvals set forth in Section 15 of the 1940 Act if required after taking into account any exemptive order, no-action assurances or other relief, rule or regulation upon which the respective Fund may rely. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible to a Fund for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder. In addition, to the extent the respective Fund is relying on an exemptive order or an amendment thereto permitting the Fund to hire one or more sub-advisers or amend a sub-advisory agreement without shareholder approval, the Adviser agrees to comply with any terms and conditions provided in such exemptive order or amendment applicable to it.it.

11.       The Trust acknowledges that the Adviser now acts, and intends in the future to act, as an investment adviser to other managed accounts and as investment adviser or investment sub-adviser to one or more other investment companies that are not a series of the Trust. In addition, the Trust acknowledges that the persons employed by the Adviser to assist in the Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts and for managing its own accounts.

12.       This Agreement shall be effective on the date provided on Schedule A for each respective Fund, provided it has been approved by a vote of a majority of the outstanding voting securities of the respective Fund in accordance with the requirements of the 1940 Act in the manner required by the 1940 Act (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which the Trust may rely). This Agreement shall continue in effect until the two-year anniversary of the date of its effectiveness as to a Fund, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the 1940 Act (after taking into effect any exemptive order, no-action assurances, or other relief, rule or regulation upon which the Trust may rely).

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by a Fund or by the Adviser upon sixty (60) days’ written notice to the other party. Each Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Trust, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the material covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 3, earned prior to such termination and for any additional period during which the Adviser serves as such for the Fund, subject to applicable law. The terms “assignment” and “vote of the majority of outstanding voting securities” shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

13.       This Agreement may be amended or modified only by a written instrument executed by both parties.

14.      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

15.       Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid,, to the other party at such address as such other party may designate for receipt of such notice.

16.       All parties hereto are expressly put on notice of the Trust’s Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. This Agreement is executed on behalf of the Trust by the Trust’s officers as officers and not individually and the obligations imposed upon the Trust or a Fund by this Agreement are not binding upon any of the Trust’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the respective Fund, and persons dealing with the Trust with respect to a Fund must look solely to the assets of such Fund for the enforcement of any claims.claims.

17.       This Agreement shall be construed in accordance with applicable federal law and (except as to Section 16 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

18.       None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person or entity that is not a party hereto.

19.      Any action brought on or with respect to this Agreement or any other document executed in connection herewith or therewith by a party to this Agreement against another party to this Agreement shall be brought only in a court of competent jurisdiction in Chicago, Cook County, Illinois, or if venue does not lie in any such court only in a court of competent jurisdiction within the State of Illinois (the “Chosen Courts”). Each party to this Agreement (a) consents to jurisdiction in the Chosen Courts; (b) waives any objection to venue in any of the Chosen Courts; and (c) waives any objection that any of the Chosen Courts is an inconvenient forum. In any action commenced by a party hereto against another party to the Agreement, there shall be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.

In Witness Whereof, the Trust and the Adviser have caused this Agreement to be executed on the day and year above written.

Schedule A

(as of _____, 20__)

This page intentionally left blank

This page intentionally left blank