Board Approves Termination of Investment Sub-Advisory Agreement for First Trust TCW Opportunistic Fixed Income ETF and First Trust TCW Unconstrained Plus Bond ETF

By: First Trust Advisors L.P. via Business Wire

March 11, 2025 at 08:00 AM EDT

First Trust Advisors L.P. (“FTA”) announced today that the Board of Trustees (the “Board”) of First Trust Exchange-Traded Fund VIII (the “Trust”) voted to terminate the investment sub-advisory agreements among the Trust, on behalf of First Trust TCW Opportunistic Fixed Income ETF and First Trust TCW Unconstrained Plus Bond ETF (the “Funds”), First Trust Advisors L.P, the Funds’ investment advisor (“FTA”), and TCW Investment Management Company LLC, the Funds’ investment sub-advisor, (each a “Sub-Advisory Agreement”) effective at the close of business on May 9, 2025 (the “Termination”). FTA will continue to serve as investment advisor to the Funds.

In anticipation of the Termination, the Board approved a new investment sub-advisory agreement among the Trust, on behalf of each Fund, FTA, and Smith Capital Investors, LLC (“Smith Capital”) (the “New Sub-Advisory Agreement”). A special meeting of shareholders of the Funds will be held at which the New Sub-Advisory Agreement will be submitted to shareholders of each Fund for approval. There can be no assurance that the necessary percentage of the shareholders of each Fund will vote to approve the New Sub-Advisory Agreement. In addition, to avoid any interruption of investment sub-advisory services for the Funds prior to receipt of shareholder approval of the New Sub-Advisory Agreement, the Board approved an interim investment sub-advisory agreement with Smith Capital for each Fund which will become effective upon the Termination and will remain in effect for a maximum period of 150 days from its effective date.

For each Fund, under the interim sub-advisory agreement and, if approved by the shareholders, the New Sub-Advisory Agreement, Smith Capital, a federally registered investment advisor, will be responsible for the selection and ongoing monitoring of the securities in the Fund’s investment portfolio. Smith Capital, with principal offices at 1430 Blake St, Denver, CO 80202, was founded in 2018, and provides a disciplined, fundamentally driven approach to fixed-income investment management and advisory services. As of January 31, 2025, Smith Capital had approximately $5.298 billion under management or committed to management.

In addition, the Board, subject to shareholder approval, approved a “manager of managers” structure for the Funds (the “Manager of Managers Structure”). In general terms, if implemented, the Manager of Managers Structure would permit FTA, subject to approval by the Board, to appoint and replace affiliated and unaffiliated investment sub-advisors and enter into and materially amend investment sub-advisory agreements for the Funds without shareholder approval. For the Manager of Managers Structure to be implemented for each Fund, it must be approved by shareholders.

The New Sub-Advisory Agreement and Manager of Managers Structure will be submitted to the shareholders of each Fund for approval at a special meeting of shareholders of the Funds that is expected to be held later this year.

FTA is a federally registered investment advisor and serves as the Fund’s investment advisor. FTA and its affiliate, First Trust Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $266 billion as of January 31, 2025 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and SMAs. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.

The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, FTA is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA, the Internal Revenue Code or any other regulatory framework. Financial professionals are responsible for evaluating investment risks independently and for exercising independent judgment in determining whether investments are appropriate for their clients.

This press release contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of FTA and/or Smith Capital and their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as “anticipate,” “estimate,” “intend,” “expect,” “believe,” “plan,” “may,” “should,” “would,” “will” or other words that convey uncertainty of future events or outcomes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Funds to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this press release, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of FTA and/or Smith Capital and their respective representatives only as of the date hereof. No obligation will be undertaken to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.

In connection with the solicitation of proxies to approve the New Sub-Advisory Agreement and the Manager of Managers Structure, the Trust will file a proxy statement on behalf of each Fund. Because the proxy statement will contain important information, each Fund’s shareholders are urged to read the proxy statement and accompanying materials carefully when they receive them. Each Fund’s shareholders will also be able to obtain copies of these documents, when available, by calling FTA toll-free at 800-621-1675. When filed with the Securities and Exchange Commission (the “SEC”), the proxy statement will be available free of charge at the SEC’s website, www.sec.gov. This press release does not constitute an offer to sell, nor a solicitation of an offer to buy, shares of a Fund, nor is it a solicitation of any proxy. The Trust, the Funds, FTA, Smith Capital and certain of their respective directors/trustees, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies from shareholders in connection with the matters described above. Information about the trustees and officers of the Trust may be found in the Funds’ Statement of Additional Information previously filed with the SEC.

Each Fund’s daily closing price and net asset value per share as well as other information can be found at www.ftportfolios.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250311991089/en/

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Press Inquiries: Ryan Issakainen 630-765-8689

Analyst Inquiries: Chris Fallow 630-517-7628

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Board Approves Termination of Investment Sub-Advisory Agreement for First Trust TCW Opportunistic Fixed Income ETF and First Trust TCW Unconstrained Plus Bond ETF

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