As filed electronically with the Securities and Exchange Commission on or
about October 16, 2006
Registration Nos. 333-137063
811-21774
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------------------
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)
------------------------------------------
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)
------------------------------------------
With copies to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
------------------------------------------
TITLE OF SECURITIES BEING REGISTERED:
Shares of beneficial interest ($0.01 par value per share) of the First
Trust Value Line(R) Dividend 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.
================================================================================
-ii-
Parts A and B of Registrant's Registration Statement under the
Securities Act of 1933 on Form N-1 4, filed on October 13, 2006 (Registration
No. 333-137063), 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;
(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
C-1
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
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)
C-2
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)
(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)
C-3
(ii) Excess Expense Agreement, as amended. (3)
(iii) Amendment to Schedule A of the Investment Management
Agreement. (6)
(iv) Form of Expense Reimbursement, Fee Waiver and Recovery
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) Letter Agreement dated August 31, 2006. (8)
(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)
(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.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on March 15, 2006.
C-4
(4) Incorporated by reference to the Registrant's Registration Statement on
Form N-1A (File No. 333-125751) filed on August 10, 2006.
(5) Incorporated by reference to the Registrant's Registration Statement on
Form N-14 (File No. 333-137063) filed on September 1, 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. 333-137063) filed on October 13, 2006.
(8) Filed herewith.
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.
C-5
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
--------------------------------
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
/s/ Mark R. Bradley Treasurer, Controller and Chief
- -------------------- Financial and Accounting Officer October 16, 2006
Mark R. Bradley
/s/ James A. Bowen President, Chief Executive
- --------------------- Officer, Chairman and Trustee October 16, 2006
James A. Bowen
*/s/ Richard E. Erickson Trustee )
- ------------------------ )
Richard E. Erickson )
)
*/s/ Thomas R. Kadlec Trustee )
- ------------------------ ) By: /s/ James A. Bowen
Thomas R. Kadlec ) ---------------------
) James A. Bowen
*/s/ Robert Keith Trustee ) Attorney-In-Fact
- ------------------------ ) October 16, 2006
Robert Keith
)
*/s/ Niel B. Nielson Trustee )
- ------------------------ )
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 10, 2006.
INDEX TO EXHIBITS
EXHIBIT 13 Letter agreement dated August 31, 2006