As filed electronically with the Securities and Exchange Commission on or about
October 16, 2006
Registration Nos. 333-136467
811-21774
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 4 [ ] Post-Effective Amendment No. ____
(Check appropriate box or boxes)
FIRST TRUST EXCHANGE-TRADED FUND
(Exact Name of Registrant as Specified in Charter)
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1001 Warrenville Road
Suite 300
Lisle, Illinois 60532
(Address of Principal Executive Offices) (Zip Code)
(630) 241-4141
(Registrant's Area Code and Telephone Number)
W. Scott Jardine
First Trust Portfolios L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
(Name and Address of Agent for Service)
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With copies to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
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TITLE OF SECURITIES BEING REGISTERED:
Shares of beneficial interest ($0.01 par value per share) of the First Trust
Value Line(R) Equity Allocation Index Fund, a Series of the Registrant.
This Registration Statement will become effective on such date designated by the
Registrant upon the filing of a further amendment or as the Securities and
Exchange Commission may determine pursuant to Rule 473.
Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
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The sole purpose of this filing is to delay the effectiveness of
Registrant's Registration Statement, pursuant to Rule 473, until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine. Parts A and B of Registrant's
Registration Statement under the Securities Act of 1933 on Form N-14, filed on
October 13, 2006 (Registration No. 333-136467), are incorporated by reference
herein.
PART C: OTHER INFORMATION
Item 15: Indemnification
Section 5.3 of the Registrant's Declaration of Trust provides as
follows:
(a) Subject to the exceptions and limitations contained in
paragraph (b) below:
(i) every person who is or has been a Trustee or officer
of the Trust (hereinafter referred to as a "Covered Person")
shall be indemnified by the Trust against all liability and
against all expenses reasonably incurred or paid by him or her in
connection with any claim, action, suit or proceeding in which
that individual becomes involved as a party or otherwise by
virtue of being or having been a Trustee or officer and against
amounts paid or incurred by that individual in the settlement
thereof; and
(ii) the words "claim," "action," "suit" or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative or other, including appeals), actual or
threatened; and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement or compromise, fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) against any liability to the Trust or the
Shareholders by reason of a final adjudication by the court or
other body before which the proceeding was brought that the
Covered Person engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of that individual's office;
(ii) with respect to any matter as to which the Covered
Person shall have been finally adjudicated not to have acted in
good faith in the reasonable belief that that individual's action
was in the best interest of the Trust; or
(iii) in the event of a settlement involving a payment by a
Trustee or officer or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) above
resulting in a payment by a Covered Person, unless there has been
either a determination that such Covered Person did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of that
individual's office by the court or other body approving the
settlement or other disposition or by a reasonable determination,
based upon a review of readily available facts (as opposed to a
full trial-type inquiry) that that individual did not engage in
such conduct:
(A) by vote of a majority of the Disinterested
Trustees (as defined below) acting on the matter (provided
that a majority of the Disinterested Trustees then in
office act on the matter); or
(B) by written opinion of (i) the then-current
legal counsel to the Trustees who are not Interested
Persons of the Trust or (ii) other legal counsel chosen by
a majority of the Disinterested Trustees (or if there are
no Disinterested Trustees with respect to the matter in
question, by a majority of the Trustees who are not
Interested Persons of the Trust) and determined by them in
their reasonable judgment to be independent.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not affect any other rights to which any Covered Person may now or
hereafter be entitled, shall continue as to a person who has ceased to
be a Covered Person and shall inure to the benefit of the heirs,
executors and administrators of such person. Nothing contained herein
shall limit the Trust from entering into other insurance arrangements or
affect any rights to indemnification to which Trust personnel, including
Covered Persons, may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any
claim, action, suit, or proceeding of the character described in
paragraph (a) of this Section 5.3 shall be advanced by the Trust prior
to final disposition thereof upon receipt of an undertaking by or on
behalf of the Covered Person to repay such amount if it is ultimately
determined that the Covered Person is not entitled to indemnification
under this Section 5.3, provided that either:
(i) such undertaking is secured by a surety bond or some
other appropriate security or the Trust shall be insured against
losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter) or legal counsel
meeting the requirement in Section 5.3(b)(iii)(B) above in a
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written opinion, shall determine, based upon a review of readily
available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that the Covered Person ultimately
will be found entitled to indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i)
who is not an "Interested Person" of the Trust (including anyone
who has been exempted from being an "Interested Person" by any
rule, regulation or order of the Commission), and (ii) against
whom none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds
is then or had been pending.
(e) With respect to any such determination or opinion referred to
in clause (b)(iii) above or clause (d)(ii) above, a rebuttable
presumption shall be afforded that the Covered Person has not engaged in
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office in
accordance with pronouncements of the Commission.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 16: Exhibits
The following exhibits are filed herewith as part of this Registration
Statement or incorporated herein by reference.
(1) Declaration of Trust of Registrant. (1)
(2) By-Laws of the Registrant. (2)
(3) Not applicable.
(4) Agreement and Plan of Reorganization (included in the Prospectus/
Proxy Statement as Exhibit A thereto). (7)
(5) (i) Establishment and Designation of Series dated June 10, 2005. (1)
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(ii) Amended and Restated Establishment and Designation of Series dated
July 26, 2006. (6)
(6) (i) Investment Management Agreement dated September 24, 2005, as
amended. (3)
(ii) Excess Expense Agreement, as amended. (3)
(iii) Amendment to Schedule A of the Investment Management Agreement. (6)
(iv) Amendment to Appendix I of the Excess Expense Agreement. (6)
(7) (i) Distribution Agreement dated September 24, 2005, as amended. (3)
(ii) Amendment to Exhibit A of the Distribution Agreement. (6)
(8) Not Applicable.
(9) (i) Custody Agreement between the Registrant and The Bank of
New York. (2)
(ii) Amendment to Schedule II of the Custody Agreement. (6)
(10) (i) 12b-1 Service Plan. (2)
(ii) Amendment to Exhibit A of the 12b-1 Service Plan. (6)
(11) (i) Opinion and Consent of Chapman and Cutler LLP dated October 13,
2006. (7)
(ii) Opinion and Consent of Bingham McCutchen LLP dated October 13, 2006.
(7)
(12) Opinion and Consent of Chapman and Cutler LLP dated October 13, 2006.
(7)
(13) Not applicable.
(14) Consent of Independent Registered Public Accounting Firm. (7)
(15) Power of attorney pursuant to which the name of any person has been
signed to the registration statement. (4)
(16) Proxy Card. (7)
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on June 13, 2005.
(2) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on September 26, 2005.
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(3) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on March 15, 2006.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on August 4, 2006.
(5) Incorporated by reference to the Registrant's Registration Statement on
Form N-14 (File No. 333-136467) filed on August 9, 2006.
(6) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on October 13, 2006.
(7) Incorporated by reference to the Registrant's Registration Statement on
Form N-14 (File No. 333-136467) filed on October 13, 2006.
Item 17: Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this Registration Statement by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act [17 CFR 230.15c], the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of an
amendment to the Registration Statement and will not be used until the
amendment is effective, and that, in determining any liability under the
1933 Act, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
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SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the City of Lisle, and State of
Illinois, on the 16th day of October, 2006.
FIRST TRUST EXCHANGE-TRADED FUND
By: /s/ James A. Bowen
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James A. Bowen, President
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
SIGNATURE DATE
Treasurer, Controller and October 16, 2006
Chief Financial and
/s/ Mark R. Bradley Accounting Officer
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Mark R. Bradley
President, Chief Executive October 16, 2006
/s/ James A. Bowen Officer, Chairman and Trustee
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James A. Bowen
)
*/s/ Richard E. Erickson Trustee )
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Richard E. Erickson )
)
*/s/ Thomas R. Kadlec Trustee )
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Thomas R. Kadlec )
)
*/s/ Robert Keith Trustee ) BY: /s/ James A. Bowen
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Robert Keith )
) James A. Bowen
*/s/ Niel B. Nielson Trustee ) Attorney-In-Fact
- --------------------------------- ) October 16, 2006
Niel B. Nielson )
* Original powers of attorney authorizing James A. Bowen, W. Scott Jardine and
Eric F. Fess to execute Registrant's Registration Statement, and Amendments
thereto, for each of the trustees of the Registrant on whose behalf this
Registration Statement is filed, were previously executed and are
incorporated by reference to the Registrant's Registration Statement on Form
N-1A (File No. 333-125751) filed on August 4, 2006.