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First Trust Exchange-Traded Fund VIII – ‘N-14’ on 11/1/23

On:  Wednesday, 11/1/23, at 4:32pm ET   ·   Accession #:  1445546-23-7212   ·   File #:  333-275249

Previous ‘N-14’:  ‘N-14/A’ on 8/28/23   ·   Next & Latest:  ‘N-14/A’ on 1/4/24   ·   6 References:   By:  First Trust Exchange-Traded Fund VIII – Next & Latest ‘N-14/A’ on 1/4/24 To:  First Trust Exchange-Traded Fund VIII – ‘485APOS’ on 4/10/23 To:  First Trust Exchange-Traded Fund VIII – ‘485BPOS’ on 1/12/23 To:  First Trust Exchange-Traded Fund VIII – ‘485BPOS’ on 12/29/17 To:  First Trust Exchange-Traded Fund VIII – ‘N-1A/A’ on 9/26/16 To:  First Trust Exchange-Traded Fund VIII – ‘N-1A’ on 3/14/16 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/23  First Trust ETF VIII              N-14                  13:5.4M                                   Fitzgerald Marke… LLC/FA
          → FT Energy Income Partners Enhanced Income ETF

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Initial Registration Statement                      HTML   1.38M 
 2: EX-99.1 CHARTER  Amended and Restated Establishment and         HTML     65K 
                Designation of Series                                            
 3: EX-99.11 OPIN COUNSL  Opinion and Consent of Morgan, Lewis &    HTML     20K 
                Bockius LLP.                                                     
 5: EX-99.12 TAX OPINION  Form Opinion and Consent of Chapman and   HTML     17K 
                Cutler LLP Supporting the Tax Matters Discussed                  
                Regarding the Fei Merger in the Proxy                            
                Statement/Prospectus                                             
 4: EX-99.12 TAX OPINION  Form Opinion and Consent of Chapman and   HTML     17K 
                Cutler LLP Supporting the Tax Matters Discussed                  
                Regarding the Fen Merger in the Proxy                            
                Statement/Prospectus                                             
 7: EX-99.12 TAX OPINION  Form Opinion and Consent of Chapman and   HTML     17K 
                Cutler LLP Supporting the Tax Matters Discussed                  
                Regarding the Fif Merger in the Proxy                            
                Statement/Prospectus                                             
 6: EX-99.12 TAX OPINION  Form Opinion and Consent of Chapman and   HTML     17K 
                Cutler LLP Supporting the Tax Matters Discussed                  
                Regarding the Fpl Merger in the Proxy                            
                Statement/Prospectus                                             
 8: EX-99.14 OTH CONSENT  Consent of Independent Registered Public  HTML      9K 
                Accounting Firm for First Trust Energy Income and                
                Growth Fund, First Trust Mlp and Energy Income                   
                Fund, First Trust New Opportunities Mlp & Energy                 
                Fund and First Trust New Opportunties Mlp & Energy               
                Fund                                                             
 9: EX-99.16 PWR OF ATTY  Powers of Attorney                        HTML     43K 
10: EX-99.17 (as approp)  First Trust Energy Income and Growth      HTML      8K 
                Fund Proxy Card                                                  
13: EX-99.17 (as approp)  First Trust Energy Infrastructure Fund    HTML      8K 
                Proxy Card                                                       
11: EX-99.17 (as approp)  First Trust Mlp and Energy Income Fund    HTML      8K 
                Proxy Card                                                       
12: EX-99.17 (as approp)  First Trust New Opportunities Mlp &       HTML      8K 
                Energy Fund                                                      

As filed electronically with the Securities and Exchange Commission on November 1, 2023

Registration No. 333-[              ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Charter)

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Area Code and Telephone Number)

(Name and Address of Agent for Service)

With copies to:

Eric F. Fess
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606

TITLE OF SECURITIES BEING REGISTERED:

Shares of beneficial interest ($0.01 par value per share) of
FT Energy Income Partners Enhanced Income ETF, a Series of the Registrant.

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

No filing fee is required because of reliance on Section 24(f) and an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date 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 said Section 8(a), may determine.

First Trust Energy Income and Growth Fund

First Trust MLP and Energy Income Fund

First Trust New Opportunities MLP & Energy Fund

and

First Trust Energy Infrastructure Fund

A Message from the Chairman of the Board of Trustees

[            ], 2024

Dear Shareholder:

I am writing to inform you of, and to ask for your vote on, a very important matter that will significantly affect your investment in First Trust Energy Income and Growth Fund (“FEN”), First Trust MLP and Energy Income Fund (“FEI”), First Trust New Opportunities MLP & Energy Fund (“FPL”), and/or First Trust Energy Infrastructure Fund (“FIF” and, together with FEN, FEI and FPL, the “Target Funds” or each, individually, a “Target Fund”), as applicable, each a closed-end fund. A joint special meeting of shareholders of the Target Funds (the “Meeting”) will be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on [              ], 2024, at [       ] Central time, to ask shareholders to:

The Board of Trustees of each Target Fund has approved the Merger applicable to such Target Fund and recommends that shareholders of such Target Fund vote “FOR” the Merger. Enclosed in this booklet is (i) a Notice of Joint Special Meeting of Shareholders; and (ii) a Joint Proxy Statement and Prospectus providing detailed information on the Acquiring Fund, including a comparison of each Target Fund to the Acquiring Fund, and each Merger, including the reasons for proposing the Mergers.

Your vote is very important. As a shareholder, you are entitled to cast one vote for each share of the Target Fund(s) that you own. Please read the enclosed materials carefully and then cast your vote.

While you are, of course, welcome to join us at the Meeting, most shareholders cast their vote by completing and returning the enclosed proxy card or by voting by telephone or via the Internet. A postage-paid envelope is enclosed for mailing the proxy card, and touch-tone telephone and Internet voting instructions are listed at the top of your proxy card.

Our proxy solicitor, EQ Fund Solutions LLC, may contact you to encourage you to exercise your right to vote.

We appreciate your participation in this important Meeting. Thank you.

Sincerely yours,

James A. Bowen

Chairman of the Board of Trustees,
First Trust Energy Income and Growth Fund,

First Trust MLP and Energy Income Fund,

First Trust New Opportunities MLP & Energy Fund, and

First Trust Energy Infrastructure Fund

If You Need Any Assistance Or Have Any Questions Regarding Any Of The Proposed Mergers Or How To Vote Your Shares, Call EQ Fund Solutions LLC at [(866) 796-1292] Weekdays From 9:00 a.m. To 10:00 p.m. Eastern Time.

Important Information for Shareholders of

First Trust Energy Income and Growth Fund

First Trust MLP and Energy Income Fund

First Trust New Opportunities MLP & Energy Fund

and

First Trust Energy Infrastructure Fund

[                       ], 2024

Although we recommend that you read in its entirety the enclosed Joint Proxy Statement and Prospectus (“Proxy Statement/Prospectus”), for your convenience, we have provided a brief overview of the proposals to be voted on at the joint special meeting of shareholders of First Trust Energy Income and Growth Fund (“FEN”), First Trust MLP and Energy Income Fund (“FEI”), First Trust New Opportunities MLP & Energy Fund (“FPL”), and First Trust Energy Infrastructure Fund (“FIF” and, together with FEN, FEI and FPL, the “Target Funds” or each, individually, a “Target Fund”).

The Board of Trustees of each Target Fund (each, a “Target Board”) has determined that the proposal with respect to its Target Fund is in the overall best interests of such Target Fund. Each Target Board recommends that you vote FOR the proposal applicable to your Target Fund.

Each Target Board considered that the Merger of its Target Fund will allow shareholders of the Target Fund to continue their investment in an exchange-listed fund. Each Target Board further considered, with respect to its Target Fund and the Acquiring Fund, the general compatibility of the Funds’ portfolio management teams, investment objectives and policies, including that the Acquiring Fund will have the same investment advisor and sub-advisor and be managed by the same portfolio management team as the Target Fund. The Target Board also noted that the investment strategies of the Acquiring Fund will be similar to the investment strategies of the Target Funds, with the Acquiring Fund primarily investing in energy companies. However, with respect to income generation, the Board considered that the Acquiring Fund would seek to generate additional income from option premiums rather than primarily through the use of leverage from borrowings like the Target Funds. In addition, each Target Board noted that the Mergers may have the additional benefits of avoiding the costs, including potential litigation costs, associated with potential campaigns initiated by activists.

Based on the foregoing and as further described in the Proxy Statement/Prospectus, each Target Board approved the Merger of its Target Fund and determined that such Merger would be in the overall best interests of the Target Fund. Accordingly, each Target Board recommends that shareholders of its Target Fund approve the applicable Merger proposal. See “The Mergers—Information About the Mergers—Background and Board Considerations Relating to the Proposed Mergers” in the Proxy Statement/Prospectus for additional information about each Target Board’s considerations relating to the Mergers.

In addition, closed-end funds generally have greater flexibility than ETFs to make certain types of investments and to employ certain strategies, including using traditional forms of leverage in seeking to enhance returns. Although this flexibility can be beneficial to the performance of closed-end funds, the use of these additional investments and strategies can make investments in closed-end funds subject to additional risks, including, as in the case of the Target Funds, leverage risk associated with their greater use of borrowings.

James J. Murchie, Eva Pao, and John Tysseland serve as portfolio managers for each of the Funds.

In general, each Fund primarily invests, or has the ability to or will invest, in one or more of the energy sector, energy utilities or utility sector, and energy infrastructure companies, formed as C Corps or MLPs, and other energy sector and energy utility companies. As the MLP-Focused Funds (i.e., FEN, FEI and FPL) have elected to be treated as C Corps, they are permitted to, and currently do, invest greater than 25% of their respective assets in energy MLPs; whereas FIF and the Acquiring Fund are each limited to investing no greater than 25% of its assets in MLPs in order to qualify as RICs. Accordingly, FIF and the Acquiring Fund invest, or will invest, to a greater degree than the MLP-Focused Funds in companies not structured as MLPs. In addition, the Funds each may invest in non-U.S. companies, including investments that are denominated in non-U.S. currencies. See “Mergers—Additional Information About the Investment Policies and Management of the Funds” in the Proxy Statement/Prospectus.

In order to generate additional income, each Fund also utilizes an “options strategy” consisting of writing (selling) call options on a portion of the equity securities in the Fund’s portfolio and, in the case of the Acquiring Fund, on energy indexes and ETFs having a correlation to the Fund’s equity securities. Generally, the Acquiring Fund may utilize such options strategy on approximately 25-75% of the value of the Acquiring Fund but maintains flexibility to increase such amount; whereas the Target Funds are limited to utilizing the strategy on up to 35% of their respective Managed Assets.

In light of the foregoing, all of the Funds are subject to (among others) call options risk, currency risk, energy infrastructure company risk, energy or energy infrastructure sector risk, equity securities risk, market risk, MLP risk, non-U.S. securities risk and utility risk. See “The Mergers—Risk Factors” in the Proxy Statement/Prospectus below, which includes a comparison of the principal risks associated with an investment in each Fund.

Separately, the Mergers involve certain additional tax-related risks and considerations. See “Will there be federal income tax consequences to Target Fund shareholders as a direct result of the Mergers?” below.

These expenses will be borne by the respective Target Fund and its shareholders. Actual market prices and capital gains or losses experienced by a Target Fund will depend on market conditions at the time of the portfolio repositioning. In addition, sales of MLPs could result in certain tax implications for the Target Funds as discussed further below.

In addition, like FEI, FPL and FIF, the Acquiring Fund intends to pay distributions of income on a monthly basis, as opposed to FEN, which makes distributions on a quarterly basis.

The Acquiring Fund is newly formed and has not yet made any distributions. The Acquiring Fund expects to make distributions of long-term capital gains only once a year.

Notwithstanding the foregoing, the Mergers involve additional tax implications that could significantly impact the Funds and their shareholders. As part of each Merger of an MLP-Focused Fund, the MLP-Focused Fund’s investments would be transitioned to the Acquiring Fund under a “deemed sales” approach for federal income tax purposes. Accordingly, the MLP-Focused Fund would be treated as if it had sold its assets at fair market value prior to the Merger—i.e., the MLP-Focused Fund’s securities would be marked as sold and gains (and losses) would be realized and taxed prior to the transition of such securities to the Acquiring Fund, which amounts could be significant even after utilizing any net operating loss or capital loss carryforwards to offset a portion of such gains. As part of such “deemed sales,” the tax basis of such securities would be reset. Furthermore, as part of such realization of gains or losses with respect to the MLP-Focused Funds’ MLP positions, a portion of any appreciation will need to be recharacterized as ordinary income instead of capital gain (“ordinary income recapture”), which could require a downward adjustment to the MLP-Focused Funds’ NAVs (which would be in addition to any deferred tax liabilities already embedded in the NAV of such Funds). The full extent of any liabilities resulting from ordinary income recapture cannot be known with certainty at this time (as further discussed below). The amount of such adjustments, if any, will depend in part on the market prices and composition of each such MLP-Focused Fund’s portfolio securities.

Either the MLP-Focused Funds or the Acquiring Fund will distribute all of the earnings and profits recognized either prior to the Mergers by such MLP-Focused Funds or pursuant to the deemed sale election in the first taxable year after the Merger(s). Because such distributions will be attributable to C Corp earnings and profits, they will be treated as ordinary dividends. Depending on an investor’s particular situation, the dividends may be qualified dividends eligible for a capital gains rate or the dividends received deduction if the investor is a corporation.

The ultimate nature of the tax position of an MLP held by the Target Funds will not be known until the release of the MLP’s Schedule K-1, which may not occur until after the Merger(s) have been consummated. At such point, it is likely that adjustments (“true-ups”) would need to be made to the MLP-Focused Fund NAVs estimated for purposes of the Mergers, potentially resulting in additional and, depending on market conditions, potentially significant tax liabilities that would be borne by the Acquiring Fund (as opposed to by the respective MLP-Focused Fund had such information been available prior to the Merger of such Fund). Although the foregoing tax implications would not be relevant in the case of a sole Merger of FIF into the Acquiring Fund, given the involvement of the MLP-Focused Funds, shareholders of FIF that become shareholders of the Acquiring Fund will also be subject to these additional risks and costs notwithstanding that they otherwise would not have applied to them in the absence of the MLP-Focused Funds. Furthermore, any true-ups following the Mergers could necessitate additional taxable distributions or otherwise result in the payment of excise tax by the Acquiring Fund.

In addition, FIF also expects to distribute all of its previously undistributed realized net investment income and net capital gains, if any, prior to the closing of its Merger. All or a portion of such distribution may be taxable to FIF shareholders and will generally be taxed as ordinary income or capital gains for federal income tax purposes. These distributions will be reinvested in additional shares of FIF unless the shareholder has made an election to receive distributions in cash. The federal income tax treatment of such distributions will be the same whether they are paid in cash or reinvested in additional shares.

As noted above, each Target Fund also may recognize gains or losses and original income recapture as a result of portfolio sales effected prior to its Merger, including sales anticipated in connection with the portfolio repositionings described above.

You may wish to consult a tax advisor concerning the tax consequences of the Mergers.

A.        You can vote in any one of four ways:

First Trust Energy Income and Growth Fund

First Trust MLP and Energy Income Fund

First Trust New Opportunities MLP & Energy Fund

and

First Trust Energy Infrastructure Fund

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Notice of Joint Special Meeting of Shareholders
To be held on [ ], 2024

[                      ], 2024

To the Shareholders of
First Trust Energy Income and Growth Fund (“FEN”),
First Trust MLP and Energy Income Fund (“FEI”),
First Trust New Opportunities MLP & Energy Fund (“FPL”), and
First Trust Energy Infrastructure Fund (“FIF”):

Notice is hereby given that meetings of the shareholders of FEN, FEI, FPL and FIF, each a Massachusetts business trust (collectively, the “Target Funds” or each, individually, a “Target Fund” or “Fund”), will be held jointly (the “Joint Special Meeting of Shareholders” or the “Meeting”), at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on [ ], 2024, at [         ] Central time, to consider the following proposal with respect to each Target Fund (each, a “Proposal”), as well as such other business as may properly come before the Meeting:

To approve an Agreement and Plan of Merger by and among the Target Fund, First Trust Exchange-Traded Fund VIII (the “ETF Trust”), on behalf of its series, FT Energy Income Partners Enhanced Income ETF, a newly formed exchange-traded fund (the “Acquiring Fund”), and a wholly-owned subsidiary of the Acquiring Fund, a Massachusetts limited liability company (the “Merger Sub”), pursuant to which the Target Fund would merge with and into the Merger Sub, with shares of the Target Fund being converted into newly issued shares of the Acquiring Fund.

The persons named as proxies may use their discretionary authority to vote as instructed by management of the respective Target Fund on any other business that may properly come before the Meeting, and any adjournments or postponements thereof.

Only holders of record of shares of each Target Fund as of the close of business on [ ], 2023 are entitled to notice of and to vote at the Meeting on the Proposal applicable to their Target Fund and at any adjournments or postponements thereof.

By order of the Board of Trustees of,

First Trust Energy Income and Growth Fund,

First Trust MLP and Energy Income Fund,

First Trust New Opportunities MLP & Energy Fund, and

First Trust Energy Infrastructure Fund

W. Scott Jardine

Secretary

Shareholders Who Do Not Expect To Attend The Meeting Are Requested To Promptly Complete, Sign, Date And Return The Proxy Card In The Enclosed Envelope Which Does Not Require Postage If Mailed In The Continental United States. Instructions For The Proper Execution Of Proxies Are Set Forth On The Next Page. If You Need Any Assistance Or Have Any Questions Regarding Your Fund’s Proposal Or How To Vote Your Shares, Call EQ Fund Solutions LLC at [                  ] Weekdays From 9:00 a.m. To 10:00 p.m. Eastern Time.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

IMPORTANT INFORMATION FOR SHAREHOLDERS OF
First Trust Energy Income and Growth Fund

First Trust MLP and Energy Income Fund

First Trust New Opportunities MLP & Energy Fund

and

First Trust Energy Infrastructure Fund

This document contains a Joint Proxy Statement and Prospectus and is accompanied by a proxy card for each Proposal. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on an important issue relating to your Fund. If you complete and sign the proxy card and return it to us in a timely manner (or tell us how you want to vote by phone or via the Internet), we’ll vote exactly as you tell us. If you simply sign and return the proxy card without indicating how you wish to vote, we’ll vote it in favor of the Proposal applicable to your Fund as indicated on the cover of the Joint Proxy Statement and Prospectus.

We urge you to review the Joint Proxy Statement and Prospectus carefully and either fill out your proxy card and return it to us by mail, vote by phone or vote via the Internet. Your prompt return of the enclosed proxy card (or vote by phone or via the Internet) may save the necessity and expense of further solicitations.

If you have any questions, please call EQ Fund Solutions LLC, the proxy solicitor, at the special toll-free number we have set up for you: [                 ].

The information contained in this Joint Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED November 1, 2023

For the Mergers of

First Trust Energy Income and Growth Fund

First Trust MLP and Energy Income Fund

First Trust New Opportunities MLP & Energy Fund

and

First Trust Energy Infrastructure Fund

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

(630) 765-8000

into

FT Energy Income Partners Enhanced Income ETF,

a series of First Trust Exchange-Traded Fund VIII

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

(630) 765-8000

JOINT PROXY STATEMENT AND PROSPECTUS

[                    ], 2024

This Joint Proxy Statement and Prospectus (“Proxy Statement/Prospectus”) is being furnished to shareholders of First Trust Energy Income and Growth Fund (“FEN”), First Trust MLP and Energy Income Fund (“FEI”), First Trust New Opportunities MLP & Energy Fund (“FPL”), and First Trust Energy Infrastructure Fund (“FIF”), each a Massachusetts business trust that is registered as a closed-end management investment company (collectively, the “Target Funds” or each, individually, a “Target Fund”), and relates to the special meetings of shareholders of the Target Funds called by the Board of Trustees of each Target Fund (each, a “Target Board”), to be held jointly at the offices of the Target Funds, 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187, on [     ], 2024, at [       ] Central time, and at any and all adjournments and postponements thereof (the “Meeting”). This Proxy Statement/Prospectus is provided in connection with the solicitation by each Target Board of proxies to be voted at the Meeting. The purpose of the Meeting is to allow the shareholders of each Target Fund to consider and vote on the Proposal (as defined below) applicable to its Target Fund. The Target Funds and FT Energy Income Partners Enhanced Income ETF (the “Acquiring Fund”), a newly formed exchange-traded fund (“ETF”) organized as a separate series of First Trust Exchange-Traded Fund VIII, a Massachusetts business trust that is registered as an open-end management investment company (the “ETF Trust”), are referred to herein collectively as the “Funds” and, each, a “Fund.”

At the Meeting, shareholders of each Target Fund will be asked to consider and vote upon the proposal applicable to their Target Fund (each, a “Proposal” and, collectively, the “Proposals”):

For FEN shareholders:

To approve an Agreement and Plan of Merger (the “FEN Plan”) by and among FEN, the ETF Trust, on behalf of its series, the Acquiring Fund, and [               ], a wholly-owned subsidiary of the Acquiring Fund and a Massachusetts limited liability company (the “FEN Merger Sub”), pursuant to which FEN would merge with and into the FEN Merger Sub, with shares of FEN being converted into newly issued shares of the Acquiring Fund (the “FEN Merger”).

For FEI shareholders:

To approve an Agreement and Plan of Merger (the “FEI Plan”) by and among FEI, the ETF Trust, on behalf of its series, the Acquiring Fund, and [               ], a wholly-owned subsidiary of the Acquiring Fund and a Massachusetts limited liability company (the “FEI Merger Sub”), pursuant to which FEI would merge with and into the FEI Merger Sub, with shares of FEI being converted into newly issued shares of the Acquiring Fund (the “FEI Merger”).

For FPL shareholders:

To approve an Agreement and Plan of Merger (the “FPL Plan”) by and among FPL, the ETF Trust, on behalf of its series, the Acquiring Fund, and [               ], a wholly-owned subsidiary of the Acquiring Fund and a Massachusetts limited liability company (the “FPL Merger Sub”), pursuant to which FPL would merge with and into the FPL Merger Sub, with shares of FPL being converted into newly issued shares of the Acquiring Fund (the “FPL Merger”).

For FIF shareholders:

To approve an Agreement and Plan of Merger (the “FIF Plan” and, together with the FEN Plan, FEI Plan, and FPL Plan, the “Plans” and each, individually, a “Plan”) by and among FIF, the ETF Trust, on behalf of its series, the Acquiring Fund, and [                 ], a wholly-owned subsidiary of the Acquiring Fund and a Massachusetts limited liability company (the “FIF Merger Sub” and, together with the FEN Merger Sub, FEI Merger Sub, and FPL Merger Sub, the “Merger Subs” and each, individually, a “Merger Sub”), pursuant to which FIF would merge with and into the FIF Merger Sub, with shares of FIF being converted into newly issued shares of the Acquiring Fund (the “FIF Merger” and, together with the FEN Merger, FEI Merger and FPL Merger, the “Mergers” and each, individually, a “Merger”).

If approved and completed, each proposed Merger would result in shareholders of the applicable Target Fund receiving a number of Acquiring Fund shares representing an aggregate net asset value equal to the aggregate net asset value of the Target Fund shares held immediately prior to the closing of the Merger, with cash being distributed in lieu of any fractional shares of the Acquiring Fund. In the event that shareholders of a Target Fund do not approve the applicable Merger, the Target Board of such Target Fund may take such actions as it deems in the best interests of the Fund, including conducting additional solicitations with respect to the Merger proposal or continuing to operate the Fund as a closed-end management investment company. The closing of one Merger is not contingent on the closing of any other Merger.

Each Target Board has unanimously determined that the Merger of its Target Fund is in the overall best interests of the Fund, and each Target Board unanimously recommends that you vote FOR the Proposal applicable to your Fund.

This Proxy Statement/Prospectus explains concisely what you should know before voting on a Proposal or investing in the Acquiring Fund. Please read it carefully and keep it for future reference.

The enclosed proxy cards and this Proxy Statement/Prospectus are first being sent to shareholders of the Target Funds on or about [                ], 2024. Target Fund shareholders of record as of the close of business on [              ], 2023 are entitled to notice of and to vote at the Meeting as may be adjourned or postponed.

The securities offered by this Proxy Statement/Prospectus have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), nor has the SEC passed upon the accuracy or adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

The Acquiring Fund will list and trade its shares on the [NYSE Arca, Inc. (“NYSE Arca”)]. Shares of the Acquiring Fund are not redeemable individually and therefore liquidity for individual shareholders of the Acquiring Fund will be realized only through a sale on any national securities exchange on which the shares are traded at market prices that may differ to some degree from the net asset value of the Acquiring Fund shares.

The below documents have been filed with the SEC and contain additional information about the Funds and are incorporated by reference into (and legally considered to be a part of) this Proxy Statement/Prospectus:

No other parts of the Target Funds’ Annual Reports to shareholders are incorporated by reference herein.

The foregoing documents are available upon request at no charge by calling First Trust Advisors L.P., the investment advisor of the Funds (“First Trust” or the “Advisor”) at (800) 621-1675, by writing to First Trust at 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187, or online at First Trust’s website at www.ftportfolios.com. Because the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement/Prospectus, no annual or semi-annual report is available for the Acquiring Fund at this time.

The Target Funds are, and when the Acquiring Fund’s registration statement has gone effective, the Acquiring Fund will be, subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith are required to file reports and other information with the SEC. These reports, proxy statements, registration statements and other information can be inspected and copied, after paying a duplicating fee, by electronic request at publicinfo@sec.gov. In addition, copies of these documents may be viewed online or downloaded without charge from the SEC’s website at www.sec.gov. Reports, proxy materials and other information concerning FEN may be inspected at the offices of the NYSE American and reports, proxy materials and other information concerning FEI, FPL and FIF may be inspected at the offices of the New York Stock Exchange (the “NYSE”).

This Proxy Statement/Prospectus serves as a prospectus for the Acquiring Fund in connection with the issuance of the Acquiring Fund common shares in the Mergers. In this connection, no person has been authorized to give any information or make any representation not contained in this Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

TABLE OF CONTENTS

THE MERGERS

You are being asked to vote at the Meeting to approve the Merger(s) of a Target Fund into the Acquiring Fund. Specifically, you are being asked to consider and approve the Plan applicable to your Fund, pursuant to which the Fund would merge with and into a Merger Sub, with shares of the Fund being converted into newly issued shares of the Acquiring Fund. Each Target Board recommends a vote “FOR” the Plan applicable to its Target Fund.

A. Synopsis

The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus with respect to the proposed Mergers and shareholders should reference the more complete information contained in this Proxy Statement/Prospectus and in the accompanying SAI and the appendices thereto, including the applicable Plan. Shareholders should read the entire Proxy Statement/Prospectus carefully. Certain capitalized terms used but not defined in this summary are defined elsewhere in this Proxy Statement/Prospectus.

The Proposed Mergers

If shareholders of a Target Fund approve the Proposal applicable to such Fund and the Merger of such Fund is completed, each such Target Fund shareholder will receive a number of shares of the Acquiring Fund representing an aggregate net asset value equal to the aggregate net asset value of the Target Fund shares held by such shareholder immediately prior to the closing of the Merger (with cash being distributed in lieu of fractional shares), and, as such, each such Target Fund shareholder will become a shareholder of the Acquiring Fund and cease to be a shareholder of the Target Fund. Shares of the Target Fund would be exchanged for shares of the Acquiring Fund on a tax-free basis for federal income tax purposes (although Target Fund shareholders who receive cash for their fractional shares may incur certain tax liabilities). Notwithstanding the foregoing, the Mergers involve additional tax implications that could significantly impact the Funds and their shareholders. See “—Information About the Merger—Federal Income Tax Consequences” below for a further discussion of such tax implications. The Acquiring Fund will issue to Target Fund shareholders book-entry interests for the shares of the Acquiring Fund registered in a “street name” brokerage account held for the benefit of such shareholders. Like shares of the Target Funds, shares of the Acquiring Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency, and involve risk, including the possible loss of the principal amount invested.

Each Merger will result in the constituent Target Fund, a closed-end management investment company, becoming an open-end management investment company structured as an exchange-traded fund (“ETF”). In addition, as each of FEN, FEI and FPL (collectively, the “MLP-Focused Funds” or the “C Corp Funds”) has elected to be treated as a C corporation for U.S. federal income tax purposes (“C Corp”) while the Acquiring Fund (as well as FIF) seeks to qualify as a regulated investment company for U.S. federal income tax purposes (a “RIC”), following the respective Mergers of the MLP-Focused Funds, shareholders of the MLP-Focused Funds that become shareholders of the Acquiring Fund would no longer be subject to federal income taxes at the Fund level (so long as the Acquiring Fund continues to qualify as a RIC).

The Target Funds, and therefore indirectly their shareholders, will bear the costs of the Mergers, including the costs associated with the Meeting, whether or not any of the Mergers are consummated. Such one-time expenses, which include legal and audit fees, filing fees, and printing and mailing costs, are expected to be approximately $2,585,890 in aggregate for the Target Funds, which will be allocated accordingly based on net assets or to specific Target Funds (amounting to approximately $0.03 per share for FEN, $0.02 per share for FEI, $0.02 per share for FPL, and $0.04 per share for FIF). In addition, the Target Funds will bear additional indirect expenses, primarily relating to repositioning their portfolios in advance of the Mergers. Such portfolio repositionings are expected to result in estimated brokerage commissions or other transaction costs in the amounts shown below:

Actual market prices and capital gains or losses experienced by a Target Fund will depend on market conditions at the time of the portfolio repositionings. In addition, sales of master limited partnership (“MLP”) holdings could result in certain tax implications for the Target Funds as discussed further below.

If shareholders of the Target Funds approve the respective Mergers and the conditions to closing are satisfied (or otherwise waived), it is expected that each Merger will occur during the second quarter of 2024, or such other date as agreed to by the parties. Following the Merger of a Target Fund, such Target Fund will cease to exist as a separate entity. If the shareholders of a Target Fund do not approve the Merger of such Target Fund, the Target Fund will continue in operation as a closed-end management investment company. The closing of one Merger is not contingent on the closing of any other Merger. If the Mergers are approved, the Acquiring Fund will adopt the financial statements and performance history of FIF, with FIF being the accounting survivor of the Mergers.

The affirmative “vote of a majority of the outstanding voting securities” of a Target Fund is required to approve the Merger of such Target Fund. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of a Target Fund present at the Meeting, if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Target Fund.

Board Considerations of the Proposed Mergers

The Target Boards considered the Mergers over the course of meetings held in September and October 2023. At those meetings, First Trust Advisors L.P. (“First Trust” or the “Advisor”), the investment adviser for each of the Target Funds and the investment adviser for the Acquiring Fund, discussed with the Board its reasons for proposing the Mergers. The Advisor stated that it had conducted an evaluation of strategic alternatives for each of the Target Funds in light of certain factors, including, among others, recent volatility and market disruption as well as increasingly complex tax and accounting issues experienced by registered investment companies that invest in MLPs, significant changes in the MLP market that have reduced the attractiveness to investors of MLP closed-end funds structured as C Corps (as defined below), recent increased discount levels of the Target Funds and recent increased focus by activist investors on the First Trust Fund Complex closed-end fund suite (including recent increased positions by activist investors in the Target Funds). Following a review with the Advisor of strategic alternatives for each Target Fund, each Target Board believes the Merger of its Target Fund may benefit shareholders through (among other reasons) the following:

Each Target Board considered that the Merger of its Target Fund will allow shareholders of the Target Fund to continue their investment in an exchange-listed fund. Each Target Board further considered, with respect to its Target Fund and the Acquiring Fund, the general compatibility of the Funds’ portfolio management teams, investment objectives and policies, including that the Acquiring Fund will have the same investment advisor and sub-advisor and be managed by the same portfolio management team as the Target Fund. The Target Board also noted that the investment strategies of the Acquiring Fund will be similar to the investment strategies of the Target Funds, with the Acquiring Fund primarily investing in energy companies. However, with respect to income generation, the Board considered that the Acquiring Fund would seek to generate additional income from option premiums rather than primarily through the use of leverage from borrowings like the Target Funds. In addition, each Target Board noted that the Mergers may have the additional benefits of avoiding the costs, including potential litigation costs, associated with potential campaigns initiated by activists.

Based on the foregoing and as further described in the Proxy Statement/Prospectus, each Target Board approved the Merger of its Target Fund and determined that such Merger would be in the overall best interests of the Target Fund. Accordingly, each Target Board recommends that shareholders of its Target Fund approve the applicable Merger proposal. See “The Mergers—Information About the Mergers—Background and Board Considerations Relating to the Proposed Mergers” below for additional information about each Target Board’s considerations relating to the Mergers.

Material Federal Income Tax Consequences of the Mergers

Each Merger is expected to qualify as a tax-free reorganization for federal income tax purposes and, as such, shareholders of the Target Funds receiving shares of the Acquiring Fund pursuant to a Merger are not expected to recognize any gain or loss for federal income tax purposes due solely to the conversion of such shares, except to the extent that a Target Fund shareholder receives cash in lieu of a fractional share of the Acquiring Fund. If a shareholder chooses to sell Target Fund shares prior to the Merger of such Target Fund, such sale may generate taxable gain or loss.

Notwithstanding the foregoing, the Mergers involve additional tax implications that could significantly impact the Funds and their shareholders. As part of each Merger of an MLP-Focused Fund, the MLP-Focused Fund’s investments would be transitioned to the Acquiring Fund under a “deemed sales” approach for federal income tax purposes. Accordingly, the MLP-Focused Fund would be treated as if it had sold its assets at fair market value prior to the Merger—i.e., the MLP-Focused Fund’s securities would be marked as sold and gains (and losses) would be realized and taxed prior to the transition of such securities to the Acquiring Fund, which amounts could be significant even after utilizing any net operating loss or capital loss carryforwards to offset a portion of such gains. As part of such “deemed sales,” the tax basis of such securities would be reset. Furthermore, as part of such realization of gains or losses with respect to the MLP-Focused Funds’ MLP positions, a portion of any appreciation will need to be recharacterized as ordinary income instead of capital gain (“ordinary income recapture”), which could require a downward adjustment to the MLP-Focused Funds’ NAVs (which would be in addition to any deferred tax liabilities already embedded in the NAV of such Funds). The full extent of any liabilities resulting from ordinary income recapture cannot be known with certainty at this time (as further discussed below). The amount of such adjustments, if any, will depend in part on the market prices and composition of each such MLP-Focused Fund’s portfolio securities.

Either the MLP-Focused Funds or the Acquiring Fund will distribute all of the earnings and profits recognized either prior to the reorganization by such MLP-Focused Funds or pursuant to the deemed sale election in the first taxable year after the Merger(s). Because such distributions will be attributable to C Corp earnings and profits, they will be treated as ordinary dividends. Depending on an investor’s particular situation, the dividends may be qualified dividends eligible for a capital gains rate or the dividends received deduction if the investor is a corporation.

The ultimate nature of the tax position of an MLP held by the Target Funds will not be known until the release of the MLP’s Schedule K-1, which may not occur until after the Merger(s) have been consummated. At such point, it is likely that adjustments (“true-ups”) would need to be made to the MLP-Focused Fund NAVs estimated for purposes of the Mergers, potentially resulting in additional and, depending on market conditions, potentially significant tax liabilities that would be borne by the Acquiring Fund (as opposed to by the respective MLP-Focused Fund had such information been available prior to the Merger of such Fund). Although the foregoing tax implications would not be relevant in the case of a sole Merger of FIF into the Acquiring Fund, given the involvement of the MLP-Focused Funds, shareholders of FIF that become shareholders of the Acquiring Fund will also be subject to these additional risks and costs notwithstanding that they otherwise would not have applied to them in the absence of the MLP-Focused Funds. Furthermore, any true-ups following the Mergers could necessitate additional taxable distributions or otherwise result in the payment of excise tax by the Acquiring Fund.

In addition, FIF also expects to distribute all of its previously undistributed realized net investment income and net capital gains, if any, prior to the closing of its Merger. All or a portion of such distribution may be taxable to FIF shareholders and will generally be taxed as ordinary income or capital gains for federal income tax purposes. These distributions will be reinvested in additional shares of FIF unless the shareholder has made an election to receive distributions in cash. The federal income tax treatment of such distributions will be the same whether they are paid in cash or reinvested in additional shares.

As noted above, each Target Fund also may recognize gains or losses and original income recapture as a result of portfolio sales effected prior to its Merger, including sales anticipated in connection with the portfolio repositionings described above.

Comparison of the Funds

General. Each Target Fund is a non-diversified, closed-end management investment company organized as a Massachusetts business trust on the following dates: March 25, 2004 in the case of FEN, August 17, 2012 in the case of FEI, October 15, 2013 in the case of FPL, and February 22, 2011 in the case of FIF. The Acquiring Fund is a newly created, non-diversified, actively managed ETF that is a series of the ETF Trust, organized as a Massachusetts business trust on February 22, 2016. The following sets forth generally some of the primary differences between a closed-end fund (such as the Target Funds) and an ETF (such as the Acquiring Fund).

Investment Objectives and Principal Investment Strategies. The Target Funds and the Acquiring Fund have substantially similar investment objectives, as shown below:

In general, each Fund primarily invests, or has the ability to or will invest, in one or more of the energy sector, energy utilities and energy infrastructure companies, formed as C Corps or MLPs, and other energy sector and energy utility companies. As the MLP-Focused Funds (i.e., FEN, FEI and FPL) have elected to be treated as C Corps, they are permitted to, and currently do, invest greater than 25% of their respective assets in energy MLPs; whereas FIF and the Acquiring Fund are each limited to investing no greater than 25% of its assets in MLPs in order to qualify as RICs. Accordingly, FIF and the Acquiring Fund invest, or will invest, to a greater degree than the MLP-Focused Funds in companies not structured as MLPs. In addition, the Funds each may invest in non-U.S. companies, including investments that are denominated in non-U.S. currencies.

In order to generate additional income, each Fund also utilizes an “options strategy” consisting of writing (selling) call options on a portion of the equity securities in the Fund’s portfolio and, in the case of the Acquiring Fund, on energy indexes and ETFs having a correlation to the Fund’s equity securities. Generally, the Acquiring Fund may utilize such options strategy on approximately 25-75% of the value of the Acquiring Fund but maintains flexibility to increase such amount; whereas the Target Funds are limited to utilizing the strategy on up to 35% of their respective Managed Assets. For a full comparison of the investment objectives and investment strategies of the Target Funds and the Acquiring Fund, see “Additional Information About the Investment Policies and Management of the Funds” herein. In addition, see “Additional Information About the Investment Policies and Management of the Funds—Fundamental Investment Policies” for a comparison of the fundamental investment policies of the Funds.

Risks of the Funds. As the Target Funds and the Acquiring Fund have similar principal investment strategies, they are subject to some of the same risks, including call options risk, currency risk, energy infrastructure company risk, energy or energy infrastructure sector risk, equity securities risk, market risk, MLP risk, non-U.S. securities risk and utility risk. However, there are material differences between the Funds as well that result in certain differences in their principal risks, particularly in the case of the Acquiring Fund as compared to the MLP-Focused Funds. FEN, FEI and FPL’s potential for greater exposure to MLPs may make them more susceptible to the risks associated with MLPs, whereas FIF and the Acquiring Fund’s potential for greater exposure to energy companies may make them more susceptible to the risks associated with such companies. Moreover, the Acquiring Fund will not be subject to the risks associated with the Target Fund’s use of leverage from borrowings, which use can magnify the effect of any losses particularly during a declining market. On the other hand, the Acquiring Fund’s anticipated use of its “options strategy” as compared to the use of such strategy by the Target Funds could more greatly limit the Acquiring Fund’s ability to benefit from the full upside potential of its portfolio investments. In addition, in the event of the Acquiring Fund writes call options on ETFs, it may be required to acquire shares of the ETF in order to satisfy its obligation on the call option which could result in additional costs to the Acquiring Fund. The Target Funds are also subject to different risks from the Acquiring Fund due to the differences in their structure, including the differences between closed-end funds and ETFs. The Mergers are also subject to certain risks, such as the risk that the anticipated benefits of the Mergers may not be realized, as well as certain tax-related risks and considerations. See “—Risk Factors” below.

Description of the Shares. The shares of each Target Fund and the Acquiring Fund have similar voting rights, although there are differences as described under “—Additional Information About the Target Funds and Acquiring Fund—Governing Documents,” the same rights with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the respective Fund and have no rights to cumulative voting. Holders of whole shares of each Fund are entitled to one vote per share on any matter on which the shares are entitled to vote, while each fractional share is entitled to a proportionate fractional vote.

Share Information.

Distributions and Dividend Reinvestment Plan. FIF has adopted a managed distribution policy in accordance with an exemptive order from the SEC pursuant to which FIF can make periodic distributions of long-term capital gains more frequently than otherwise permitted with respect to its common shares, subject to certain conditions (the “Managed Distribution Policy”). Under the Managed Distribution Policy, FIF currently pays a monthly distribution in the amount of $0.10 per share, a portion of which may include long-term capital gains.

Dividends from net investment income of FEI and FPL, if any, are declared and paid monthly while dividends from net investment income of FEN, if any, are declared and paid quarterly. FEN, FEI and FPL distribute their net realized capital gains, if any, to shareholders at least annually.

Dividends from net investment income of the Acquiring Fund, if any, are expected to be declared and paid monthly by the Acquiring Fund. The Acquiring Fund will distribute its net realized capital gains, if any, to shareholders at least annually. Distributions in cash from the Acquiring Fund may be reinvested automatically in additional whole shares only if the broker through whom you purchased shares makes such option available, and such shares will generally be reinvested by the broker based upon the market price of those shares and may be subject to brokerage commissions charged by the broker. The exemptive order allowing for FIF’s Managed Distribution Policy is not applicable to the Acquiring Fund.

Trustees and Officers. The trustees of each Target Fund are the same as the trustees of the ETF Trust (of which the Acquiring Fund is a series). Each Target Fund has a classified board with three classes of members, with one class being elected per year for a three year term, while the Acquiring Fund does not have a classified board and no requirement to hold an annual meeting for the election of its members. The following individuals comprise the board of trustees of each Target Fund and the ETF Trust: James A. Bowen, Richard E. Erickson, Thomas R. Kadlec, Denise M. Keefe, Robert F. Keith, Niel B. Nielson and Bronwyn Wright. The board of trustees is responsible for the management of the Funds, including supervision of the duties performed by First Trust as an investment advisor to the Funds. In addition, the officers of each Target Fund are generally the same of those as the ETF Trust. See “Management of the Fund” in the SAI for additional information on the trustees and officers of the Acquiring Fund.

Investment Advisors and Portfolio Managers. First Trust, 120 East Liberty Drive, Wheaton, Illinois 60187, is the investment advisor to each Target Fund and the Acquiring Fund. In this capacity, First Trust is responsible for the ongoing monitoring of each Fund’s investment portfolio, managing each Fund’s business affairs and providing certain administrative services necessary for the management of each Fund.

First Trust is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. Grace Partners of DuPage L.P. 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 First Trust. First Trust discharges is responsibilities subject to the policies of the board of trustees of each Fund.

As of September 30, 2023, First Trust served as advisor or sub-advisor to four mutual fund portfolios, 10 ETFs consisting of 200 series and 14 closed-end funds. It is also the portfolio supervisor of certain unit investment trusts sponsored by First Trust Portfolios L.P., an affiliate of First Trust, 120 East Liberty Drive, Wheaton, Illinois 60187 (“FTP”). FTP specializes in the underwriting, trading and distribution of unit investment trusts and other securities. FTP is the principal underwriter of the shares of the Acquiring Fund. As of September 30, 2023, First Trust collectively managed or supervised approximately $195.5 billion through unit investment trusts, exchange traded funds, closed-end funds, mutual funds and separate managed accounts.

Energy Income Partners, LLC (“EIP” or the “Sub-Advisor”), serves as investment sub-advisor for each of the Target Funds and the Acquiring Fund. As the sub-advisor, EIP is responsible for the day-to-day investment management of each Fund. Following the Mergers, First Trust will continue in its capacity as the investment advisor of the Acquiring Fund and EIP will continue in its capacity as the investment sub-advisor of the Acquiring Fund.

EIP, located at 10 Wright Street, Westport, Connecticut 06880, was founded in 2003 to provide professional asset management services in publicly traded energy-related infrastructure companies with above average dividend payout ratios operating pipelines and related storage and handling facilities, electric power transmission and distribution as well as long contracted or regulated power generation from renewables and other sources. Since its founding, EIP added an impact strategy targeting greenhouse gas emission reductions and an opportunistic strategy with a broader energy mandate. EIP manages or supervises approximately $[       ] billion of assets as of [          ], 2023.

The portfolio management team for each Target Fund consists of James J. Murchie, Eva Pao, and John K. Tysseland. Each will continue to serve as a portfolio manager of the Acquiring Fund.

James J. Murchie is a Co-Founder, Chief Executive Officer, Co-Portfolio Manager and Principal of Energy Income Partners. After founding Energy Income Partners in October 2003, Mr. Murchie and the Energy Income Partners investment team joined Pequot Capital Management Inc. (“Pequot Capital”) in December 2004. In August 2006, Mr. Murchie and the Energy Income Partners investment team left Pequot Capital and re-established Energy Income Partners. Prior to founding Energy Income Partners, Mr. Murchie was a Portfolio Manager at Lawhill Capital Partners, LLC (“Lawhill Capital”), a long/short equity hedge fund investing in commodities and equities in the energy and basic industry sectors. Before Lawhill Capital, Mr. Murchie was a Managing Director at Tiger Management, LLC, where his primary responsibility was managing a portfolio of investments in commodities and related equities. Mr. Murchie was also a Principal at Sanford C. Bernstein. He began his career at British Petroleum, PLC. Mr. Murchie holds a BA in history and anthropology from Rice University and received his MA from Harvard University.

Eva Pao is a Co-Founder, Co-Portfolio Manager and Principal of Energy Income Partners. She is a Co-founder of Energy Income Partners since inception in 2003. From 2005 to mid-2006, Ms. Pao joined Pequot Capital Management during Energy Income Partners’ affiliation with Pequot. Prior to Harvard Business School, Ms. Pao was a Manager at Enron Corp where she managed a portfolio in Canadian oil and gas equities for Enron’s internal hedge fund that specialized in energy-related equities and managed a natural gas trading book. Ms. Pao received her undergraduate degree at Rice University and received her MBA from Harvard Business School.

John K. Tysseland is a Co-Portfolio Manager and Principal of Energy Income Partners. Prior to joining Energy Income Partners, Mr. Tysseland worked at Citi Research most currently serving as a Managing Director where he covered midstream energy companies and MLPs. From 1998 to 2005, he worked at Raymond James & Associates as a Vice President who covered the oil field service industry and established the firm’s initial coverage of MLPs in 2001. Prior to that, he was an Equity Trader at Momentum Securities from 1997 to 1998 and an Assistant Executive Director at Sumar Enterprises from 1996 to 1997. Mr. Tysseland graduated from The University of Texas at Austin with a BA in economics.

Pursuant to the Investment Management Agreements between First Trust and each Target Fund, First Trust currently receives a monthly fee calculated at an annual rate of 1.00% of each Target Fund’s Managed Assets (which translated into 1.27% of net assets for the most recent fiscal year for FEN, 1.26% of net assets for the most recent fiscal year for FEI, 1.25% of net assets for the most recent fiscal year for FPL, and 1.25% of net assets for the most recent fiscal year for FIF). First Trust also provides fund reporting services to each Target Fund for a flat annual fee in the amount of $9,250 per Target Fund. Pursuant to the Investment Management Agreement between First Trust and the ETF Trust, on behalf of the Acquiring Fund, First Trust will be paid an annual unitary management fee starting at an annual rate of 1.10% of the Acquiring Fund’s average daily net assets, and will be responsible for the expenses of the Acquiring Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, but excluding fee payments under the Investment Management Agreement with the ETF Trust as applicable to the Acquiring Fund, interest, taxes, brokerage commissions 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. For services provided to each Target Fund, EIP is paid a monthly portfolio management fee calculated at an annual rate of 0.50% of the respective Target Fund’s Managed Assets that is paid by First Trust out of its investment advisory fee. For services provided to the Acquiring Fund, EIP will be paid [ ]% of the Acquiring Fund’s average daily net assets less the amount of expenses of the Acquiring Fund owed by EIP, which will be paid by First Trust out of its investment advisory fee.

Fees and Expenses

The following tables set forth the fees and expenses of investing in shares of the Target Funds and the Acquiring Fund. Expenses for FEN and FIF are based on operating expenses of FEN and FIF, respectively, for the fiscal period ended November 30, 2023, and expenses for FEI and FPL are based on operating expenses of FEI and FPL, respectively, for the fiscal period ended October 31, 2023. As the Acquiring Fund has not yet commenced operations as of the date of this Proxy Statement/Prospectus, the fees and expenses shown for the Acquiring Fund are pro forma estimates based on its unitary fee structure. 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.

___________________________

Example

The following example is intended to help you compare the costs of investing in the shares of the Acquiring Fund on a pro forma basis following the Mergers with the costs of investing in a Target Fund. An investor would pay the following expenses on a $10,000 investment that is held for the time periods provided in the table, assuming that all dividends and other distributions are reinvested and that operating expenses remain the same. The example also assumes a 5% annual return. The example should not be considered a representation of future expenses or returns. Actual expenses may be greater or lesser than those shown, whether you hold or sell your shares.

Performance

If the Mergers are approved and consummated, the Acquiring Fund will assume the performance history of FIF. The bar charts and tables below provide some indication of the risks of investing in each Target Fund by showing you how Fund performance has varied from year to year. Because the Acquiring Fund’s principal investment strategies are most similar to FIF, it may perform most similarly to FIF than the other Target Funds. Despite the similarities across the Funds in general, however, there are also some key differences between the Target Funds and the Acquiring Fund, including the Target Funds’ use of leverage from borrowings which will not be the case for the Acquiring Fund. FIF’s past performance does not ensure how the Acquiring Fund will, or is expected to, perform in the future.

Calendar Year Total Returns as of 12/31⁽¹⁾

[INSERT FEN BAR CHART]

During the periods shown in the chart above:

Calendar Year Total Returns as of 12/31⁽¹⁾

[INSERT FEI BAR CHART]

During the periods shown in the chart above:

Calendar Year Total Returns as of 12/31⁽¹⁾

[INSERT FPL BAR CHART]

During the periods shown in the chart above:

^{(1) Inception Date is 3/26/2014}

Calendar Year Total Returns as of 12/31⁽¹⁾

[INSERT FIF BAR CHART]

During the periods shown in the chart above:

(1) The Blended Index consists of the following: PHLX Utility Sector Index (50%) and Alerian MLP Total Return Index (50%). The indexes do not charge management fees or brokerage expenses, and no such fees or expenses were deducted from the performance shown. Indexes are unmanaged and an investor cannot invest directly in an index. The Blended Index returns are calculated by using the monthly return of the two indices during each period shown above. At the beginning of each month the two indices are rebalanced to a 50-50 ratio to account for divergence from that ratio that occurred during the course of each month. The monthly returns are then compounded for each period shown above, giving the performance for the Blended Index for each period shown above.

B. Risk Factors

In evaluating the Mergers, you should consider carefully the risks of the Acquiring Fund to which you will be subject if the Merger of your Fund is approved and completed. An investment in the Acquiring Fund may not be appropriate for all investors. The Acquiring Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Acquiring Fund will achieve its investment objectives. Investors should consider their long-term investment goals and financial needs when making an investment decision with respect to shares of the Acquiring Fund. An investment in the Acquiring Fund is intended to be a long-term investment, and you should not view the Acquiring Fund as a trading vehicle. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Acquiring Fund dividends and distributions, if applicable.

Many of the principal investment strategies, and the related risk factors, of the Target Funds and the Acquiring Fund are similar, but there are also differences as well, as discussed in this Proxy Statement/Prospectus. In general, each Fund primarily invests, or has the ability to or will invest, in one or more of the energy sector, energy utilities and energy infrastructure companies, formed as C Corps or MLPs, and other energy sector and energy utility companies. As the MLP-Focused Funds (i.e., FEN, FEI and FPL) have elected to be treated as C Corps, they are permitted to, and currently do, invest greater than 25% of their respective assets in energy MLPs; whereas FIF and the Acquiring Fund are each limited to investing no greater than 25% of its assets in MLPs in order to qualify as RICs. Accordingly, FIF and the Acquiring Fund invest, or will invest, to a greater degree than the MLP-Focused Funds in companies not structured as MLPs. Furthermore, in order to generate additional income, each Fund also utilizes an “options strategy” consisting of writing (selling) call options on a portion of the equity securities in the Fund’s portfolio and, in the case of the Acquiring Fund, on energy indexes and ETFs having a correlation to the Fund’s equity securities. Generally, the Acquiring Fund may utilize such options strategy on approximately 25-75% of the value of the Acquiring Fund but maintains flexibility to increase such amount; whereas the Target Funds are limited to utilizing the strategy on up to 35% of their respective Managed Assets. A full examination of the differences between the investment strategies of the Target Funds and the Acquiring Fund are available under “Additional Information About the Investment Policies and Management of the Funds–Principal Investment Strategies.”

The Funds are also subject to different risks resulting from the differences in their structure, including the differences between closed-end funds and ETFs.

Principal Risks Comparison

Risk is inherent in all investing. Shares of each Fund may change in value, and an investor could lose money by investing in any of the Funds. The Funds may not achieve their investment objectives. An investment in the Funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 

The following table provides a comparison of the principal risks of each Target Fund and the Acquiring Fund. The principal risks below should be considered in your evaluation of the Mergers. Because the table categorizes risk heading titles only, it is possible that the descriptions of the risks could encompass broader concepts for one Fund compared to another Fund or include multiple associated risks under a single heading. Therefore, a description of the risks associated with each heading is included below the table to provide a more detailed discussion of each risk.

Authorized Participant Concentration Risk (applicable to the Acquiring Fund). 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. However, participants are not obligated to make a market in the Fund’s shares or submit purchase and redemption orders for creation units. To the extent that these institutions exit the business, reduce their role 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 to the Fund’s net asset value and possibly face delisting and the bid/ask spread on the Fund’s shares may widen.

Call Options Risk (applicable to all the Funds). The use of call options involves risks different from those associated with ordinary portfolio securities transactions. As the seller (writer) of a call option, the Fund will tend to lose money if the value of the reference index or security rises above the strike price, however, such loss will be partially offset by any premium received from the sale of the option. When writing a call option, the Fund will have no control over the exercise of the option by the option holder and the American style options sold by the Fund may be exercised at any time before the option expiration date. The call options sold by the Fund are anticipated to be American style options. A number of factors may influence the option holder’s decision to exercise the option, including the value of the underlying security or index, price volatility, currency exchange rates, dividend yield and interest rates. To the extent that these factors increase the value of the call option, the option holder is more likely to exercise the option, which may negatively affect the Fund. The effective use of options also depends on the Fund’s ability to terminate option positions at times deemed desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. There may be times the Fund needs to sell securities in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital and make the Fund less tax-efficient than other funds. When the Fund sells a call option on an ETF, it may be required to acquire shares of the ETF in order to satisfy its obligation on the call option, which could result in additional costs to the Fund. In addition, there may at times be an imperfect correlation between the movement in values of options and their reference index or security and there may at times not be a liquid secondary market for certain options. Options may also involve the use of leverage, which could result in greater price volatility than other markets.

Cash Transactions Risk (applicable to the Acquiring Fund). 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. However, participants are not obligated to make a market in the Fund’s shares or submit purchase and redemption orders for creation units. To the extent that these institutions exit the business, reduce their role 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 to the Fund’s net asset value and possibly face delisting and the bid/ask spread on the Fund’s shares may widen.

Counterparty Risk (applicable to the Acquiring Fund). If the Fund enters into an investment or transaction that depends on the performance of another party, the Fund becomes subject to the credit risk of that counterparty. The Fund's ability to profit from these types of investments and transactions depends on the willingness and ability of the Fund’s counterparty to perform its obligations. If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate or realize any gain on the investment or transaction, resulting in a loss to the Fund. The Fund may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving a counterparty (including recovery of any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances. If the Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Under applicable law or contractual provisions, including if the Fund enters into an investment or transaction with a financial institution and such financial institution (or an affiliate of the financial institution) experiences financial difficulties, then the Fund may in certain situations be prevented or delayed from exercising its rights to terminate the investment or transaction, or to realize on any collateral and may result in the suspension of payment and delivery obligations of the parties under such investment or transactions or in another institution being substituted for that financial institution without the consent of the Fund. Further, the Fund may be subject to “bail-in” risk under applicable law whereby, if required by the financial institution's authority, the financial institution's liabilities could be written down, eliminated or converted into equity or an alternative instrument of ownership. A bail-in of a financial institution may result in a reduction in value of some or all of securities and, if the Fund holds such securities or has entered into a transaction with such a financial security when a bail-in occurs, the Fund may also be similarly impacted.

Currency Risk (applicable to all Funds). The Fund may hold investments that are denominated in non-U.S. currencies, or in securities that provide exposure to such currencies, currency exchange rates or interest rates denominated in such currencies. Changes in currency exchange rates affect the value of investments denominated in a foreign currency, the value of dividends and interest earned from such securities and gains and losses realized on the sale of such securities. 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. Changes in currency exchange rates may affect the Fund's net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. An increase in the strength of the U.S. dollar relative to other currencies may cause the value of the Fund to decline. Certain non-U.S. currencies may be particularly volatile, and non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity in the Fund's non-U.S. holdings whose value is tied to the affected non-U.S. currency. Additionally, the prices of non-U.S. securities that are traded in U.S. dollars are often indirectly influenced by currency fluctuations.

Cyber Security Risk (applicable to all Funds). 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. These risks typically are not covered by insurance. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber incidents include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures by or breaches of the systems of the Advisor, distributor and other service providers (including, but not limited to, sub-advisors, index providers, fund accountants, custodians, transfer agents and administrators), market makers, authorized participants or the issuers of securities in which the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in: financial losses; interference with the Fund’s ability to calculate its net asset value; disclosure of confidential trading information; impediments to trading; submission of erroneous trades or erroneous creation or redemption orders; the inability of the Fund or its service providers to transact business; violations of applicable privacy and other laws; regulatory fines penalties, reputational damage, reimbursement or other compensation costs; or additional compliance costs. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents in the future. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified and that prevention and remediation efforts will not be successful. Furthermore, the Fund cannot control the cyber security plans and systems put in place by service providers to the Fund, issuers in which the Fund invests, market makers or authorized participants. However, there is no guarantee that such efforts will succeed, and the Fund and its shareholders could be negatively impacted as a result.

Depositary Receipts Risk (applicable to all Funds). Depositary receipts are securities issued by a bank or trust company reflecting ownership of underlying securities issued by a foreign company. An investment in depositary receipts involves further risks due to certain unique features. 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 pursuant to a deposit agreement between the underlying issuer and the depositary. In certain cases, the depositary will vote the shares deposited with it as directed by the underlying issuer’s board of directors. Furthermore, investment restrictions in certain countries may adversely impact the value of depositary receipts because such restrictions may limit the ability to convert shares into depositary receipts and vice versa. Such restrictions may cause shares of the underlying issuer to trade at a discount or premium to the market price of the depositary receipt. Moreover, if depositary receipts are converted into shares, the laws in certain countries may limit the ability of a non-resident to trade the shares and to reconvert the shares to depositary receipts. Depositary receipts may be “sponsored” or “unsponsored.” Sponsored depositary receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored depositary receipts may be established by a depositary without participation by the underlying issuer. Holders of unsponsored depositary receipts generally bear all the costs associated with establishing the unsponsored depositary receipts. In addition, the issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information in the U.S. and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts.

Derivatives Risk (applicable to all Funds). The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include: (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required in trading derivatives, including futures contracts, permit a high degree of leverage. Accordingly, a relatively small price movement may result in an immediate and substantial loss. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet regulatory or contractual requirements for derivatives. The use of leveraged derivatives can magnify potential for gain or loss and, therefore, amplify the effects of market volatility on share price.

Distribution Tax Risk (applicable to the Acquiring Fund). The Fund currently expects to make distributions on a regular basis. While the Fund will normally pay its income as distributions, the Fund’s distributions may exceed the Fund’s income and gains for the Fund’s taxable year. The Fund may be required to reduce its distributions if it has insufficient income. Additionally, there may be times the Fund needs to sell securities when it would not otherwise do so in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital. This occurs because while the distribution consisted of the premium received from the sale of the call option, the Fund later sold securities to generate proceeds to settle that call option. Distributions in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital. Distributions in excess of the Fund’s minimum distribution requirements, but not in excess of the Fund’s earnings and profits, will be taxable to Fund shareholders and will not constitute nontaxable returns of capital. A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and will result in a higher capital gain or lower capital loss when those Fund shares on which the distribution was received are sold. Once a Fund shareholder’s cost basis is reduced to zero, further distributions will be treated as capital gain, if the Fund shareholder holds shares of the Fund as capital assets. Additionally, any capital returned through distributions will be distributed after payment of Fund fees and expenses. Because the Fund’s distributions may consist of return of capital, the Fund may not be an appropriate investment for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return of capital in a given period. In the event that a shareholder purchases shares of the Fund shortly before a distribution by the Fund, the entire distribution may be taxable to the shareholder even though a portion of the distribution effectively represents a return of the purchase price.

The Fund’s investment strategy may limit its ability to distribute dividends eligible for treatment as qualified dividend income, which for non-corporate shareholders are subject to federal income tax at rates of up to 20%. The Fund’s investment strategy may also limit its ability to distribute dividends eligible for the dividends-received deduction for corporate shareholders. For these reasons, a significant portion of distributions received by Fund shareholders may be subject to tax at effective tax rates that are higher than the rates that would apply if the Fund were to engage in a different investment strategy.

Dividends Risk (applicable to all Funds). The Fund’s investment in dividend-paying securities could cause the Fund to underperform similar funds that invest without consideration of an issuer’s track record of paying dividends. Companies that issue dividend-paying securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future, which could negatively affect the Fund’s performance.

Energy Companies Risk (applicable to all Funds). The Fund invests significantly in energy companies. The success of energy companies may be cyclical and highly dependent on energy prices. The market value of securities issued by energy companies may decline for many reasons, including, among other things, changes in the levels and volatility of global energy prices, energy supply and demand, capital expenditures on exploration and production of energy sources, exchange rates, interest rates, economic conditions, tax treatment, energy conservation efforts, increased competition and technological advances. Energy companies may be subject to substantial government regulation and contractual fixed pricing, which may increase the cost of doing business and limit the earnings of these companies. A significant portion of the revenues of these companies may depend on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of energy companies. Energy companies may also operate in, or engage in transactions involving, countries with less developed regulatory regimes or a history of expropriation, nationalization or other adverse policies. Energy companies also face a significant risk of liability from accidents resulting in injury or loss of life or property, pollution or other environmental problems, equipment malfunctions or mishandling of materials and a risk of loss from terrorism, political strife or natural disasters. Energy companies can be significantly affected by the supply of, and demand for, specific products (e.g., oil and natural gas) and services, exploration and production spending, government subsidization, world events and general economic conditions. Energy companies may have relatively high levels of debt and may be more likely than other companies to restructure their businesses if there are downturns in energy markets or in the global economy.

Energy Infrastructure Company Risk (applicable to all Funds). The Fund invests significantly in energy infrastructure companies. Energy infrastructure companies are subject to risks specific to the energy and energy-related industries. This includes but is not limited to: fluctuations in commodity prices impacting the volume of energy commodities transported, processed, stored or distributed; reductions in volumes of natural gas or other energy commodities being available for transporting, processing, storing or distributing; slowdowns in new construction and acquisitions limiting growth potential; reduced demand for oil, natural gas and petroleum products, particularly for a sustained period of time; depletion of natural gas reserves or other commodities; rising interest rates resulting in higher costs of capital, increased operating costs and an inability to execute acquisitions or expansion projects in a cost-effect manner; extreme weather events and environmental hazards; and threats of attack by terrorists on energy assets. In addition, energy infrastructure companies are subject to significant federal, state and local government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for products and services. Energy infrastructure companies may also face counterparty risk such that long term contracts may be declared void if the counterparty to those contracts enters into bankruptcy proceedings. Energy infrastructure companies that own interstate pipelines are subject to regulation by U.S. Federal Energy Regulatory Commission ("FERC") with respect to the tariff rates they may charge for transportation services. An adverse determination by FERC with respect to the tariff rates of such a company could have a material adverse effect on its business, financial condition, results of operations and cash flows and its ability to pay cash distributions or dividends. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of energy infrastructure companies. Certain energy infrastructure companies in the utilities sector are subject to the imposition of rate caps, increased competition due to deregulation, the difficulty in obtaining an adequate return on invested capital or in financing large construction projects, the limitations on operations and increased costs and delays attributable to environmental considerations, and the capital market’s ability to absorb utility debt. In addition, taxes, government regulation, international politics, price and supply fluctuations, volatile interest rates and energy conservation may cause difficulties for these companies. Such issuers have been experiencing certain of these problems to varying degrees. Certain energy infrastructure companies are involved in the production of electrical equipment and components. General risks of these companies include the general state of the economy, exchange rates, commodity prices, intense competition, consolidation, domestic and international politics, government regulation, import controls, excess capacity, consumer demand and spending trends. In addition, the companies may also be significantly affected by overall capital spending levels, economic cycles, rapid technological changes, delays in modernization, labor relations, environmental liabilities, governmental and product liability and e-commerce initiatives.

Energy Sector Risk (applicable to the Target Funds). The Fund’s investments are concentrated in the group of industries that are part of the energy sector, with a particular focus on energy sector MLPs, energy sector MLP-related entities and other energy companies. The Fund’s concentration in the group of industries that are part of the energy sector may present more risk than if the Fund were broadly diversified over multiple sectors of the economy. A downturn in one or more industries within the energy sector, material declines in energy-related commodity prices, adverse political, legislative or regulatory developments or other events could have a larger impact on the Fund than on an investment company that does not concentrate in the group of industries that are part of the energy sector. Certain risks inherent in investing in the business of the types of securities that the Fund may invest include: commodity pricing risk, commodity supply and demand risk, lack of diversification of and reliance on customers and suppliers risk, including the risk of counterparty default, commodity depletion and exploration risk, energy sector and energy utility industry regulatory risk, including risks associated with the prices and methodology of determining prices that energy companies may charge for their products and services, interest rate risk, risk of lack of acquisition or reinvestment opportunities, risk of lacking of funding, dependency on MLP affiliate risk, weather risk, catastrophe risk, terrorism and MLP market disruption risk, obsolescence risk and technology risk.

Companies that own interstate pipelines are subject to regulation by the Federal Energy Regulatory Commission (FERC) with respect to the tariff rates that they may charge customers and may change policies to no longer permit such companies to include certain costs in their costs of services. This may lower the tariff rates charged to customers which will in turn negatively affect performance.

Other factors which may reduce the amount of cash an MLP, MLP-related entity and other energy sector company has available to pay its debt and equity holders include increased operating costs, maintenance capital expenditures, acquisition costs, expansion or construction costs and borrowing costs (including increased borrowing costs as a result of additional collateral requirements as a result of ratings downgrades by credit agencies).

Equity Securities Risk (applicable to all Funds). 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. Additionally, holders of an issuer’s common stock may be subject to greater risks than holders of its preferred stock and debt securities because common stockholders’ claims are subordinated to those of holders of preferred stocks and debt securities upon the bankruptcy of an issuer.

Index or Model Constituent Risk (applicable to the Acquiring Fund). 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 ETFs 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’s shares. 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. To the extent buying or selling activity increases, the Fund can be exposed to increased brokerage costs and adverse tax consequences and the market price of the Fund can be negatively affected.

Inflation Risk (applicable to all Funds). 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. Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.

Investment Concentration Risk (applicable to the Target Funds). The Fund’s investments are concentrated in Energy Companies (including investments in MLPs), which may present more risk than if the Fund were broadly diversified over multiple sectors of the economy. A downturn in one or more industries within the energy infrastructure sector, material declines in commodity prices, adverse political, legislative or regulatory developments or other events could have a larger impact on the Fund than on an investment company that does not concentrate in the energy infrastructure sector. Certain risks inherent in investing in the business of the types of securities that the Fund may invest (such as interests in MLPs) include: commodity pricing risk, commodity supply and demand risk, lack of diversification of and reliance on customers and suppliers risk including risk of counterparty default, commodity depletion and exploration risk, energy infrastructure sector and energy utility industry regulatory risk, including risks associated with the prices and methodology of determining prices that energy companies may charge for their products and services, interest rate risk, risk of lack of acquisition or reinvestment opportunities, risk of lacking of funding, dependency on MLP affiliate risk, weather risk, catastrophe risk, terrorism and MLP market disruption risk, obsolescence risk and technology risk.

Interest Rate Swap Risk (applicable to the Target Funds). To the extent that the Fund invests in swaps, if short-term interest rates are lower than the Fund’s fixed rate of payment on an interest rate swap, the swap will reduce common share net earnings. In addition, a default by the counterparty to a swap transaction could also negatively impact the performance of the common shares.

Large Capitalization Companies Risk (applicable to all Funds). Large capitalization companies may grow at a slower rate and be less able to adapt to changing market conditions than smaller capitalization companies. Thus, the return on investment in securities of large capitalization companies may be less than the return on investment in securities of small and/or mid capitalization companies. The performance of large capitalization companies also tends to trail the overall market during different market cycles.

Leverage Risk (applicable to all Funds). The Fund has exposure to instruments subjecting them to leverage risk. Leverage may result in losses that exceed the amount originally invested and may accelerate the rates of losses. Leverage tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund’s exposure to an asset or class of assets and may cause the value of the Fund’s portfolio and the Fund’s shares to be volatile and sensitive to market swings. Certain instruments have the potential for unlimited loss, regardless of the size of the initial investment.

Liquidity Risk (applicable to all Funds). The Fund may have investments that it may not be able to dispose of or close out readily at a favorable time or price (or at all), or at a price approximating the Fund’s valuation of the investment. For example, certain investments may trade in limited volume, or may not have an active trading market. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for the Fund to value illiquid securities accurately. The market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. If the Fund needed to sell a large block of illiquid securities to meet shareholder redemption request or to raise cash, these sales could further reduce the securities’ prices and adversely affect performance of the the Fund. Disposal of illiquid securities may entail registration expenses and other transaction costs that are higher than those for liquid securities.

Management Risk (applicable to all Funds). The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s investment portfolio, the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that the Fund will meet its investment objectives.

Market Maker Risk (applicable to the Acquiring Fund). 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/Current Market Conditions Risk (applicable to all Funds). Market risk is the risk that a particular investment, or shares of the Fund in general, may fall in value. As described further below, securities are subject to market fluctuations caused by real or perceived adverse economic, political, and regulatory factors 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, market manipulation, government defaults, government shutdowns, regulatory actions, political changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious diseases or other public health issues, recessions, natural disasters, or other events could have a significant negative impact on the Fund and its investments. Any of such circumstances could have a materially negative impact on the value of the Fund’s shares, the liquidity of an investment, and may result in increased market volatility. During any such events, the Fund’s shares may trade at increased premiums or discounts to their NAV, the bid/ask spread on the Fund’s shares may widen and the returns on investment may fluctuate.

Current market conditions risk is the risk that a particular investment, or shares of the Fund in general, may fall in value due to current market conditions. As a means to fight inflation, which remains at elevated levels, the Federal Reserve and certain foreign central banks have raised interest rates and expect to continue to do so, and the Federal Reserve has announced that it intends to reverse previously implemented quantitative easing. U.S. regulators have proposed several changes to market and issuer regulations which would directly impact the Fund, and any regulatory changes could adversely impact the Fund’s ability to achieve its investment strategies or make certain investments. Recent and potential future bank failures could result in disruption to the broader banking industry or markets generally and reduce confidence in financial institutions and the economy as a whole, which may also heighten market volatility and reduce liquidity. The ongoing adversarial political climate in the United States, as well as political and diplomatic events both domestic and abroad, have and may continue to have an adverse impact the U.S. regulatory landscape, markets and investor behavior, which could have a negative impact on the Fund’s investments and operations. Other unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. For example, in February 2022, Russia invaded Ukraine which has caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe, and the United States. The hostilities and sanctions resulting from those hostilities have and could continue to have a significant impact on certain Fund investments as well as Fund performance and liquidity. The economies of the United States and its trading partners, as well as the financial markets generally, may be adversely impacted by trade disputes and other matters. For example, the United States has imposed trade barriers and restrictions on China. In addition, the Chinese government is engaged in a longstanding dispute with Taiwan, continually threatening an invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt invading Taiwan, or if other geopolitical conflicts develop or worsen, economies, markets and individual securities may be adversely affected, and the value of the Fund’s assets may go down. The COVID-19 global pandemic, or any future public health crisis, and the ensuing policies enacted by governments and central banks have caused and may continue to cause significant volatility and uncertainty in global financial markets, negatively impacting global growth prospects. While vaccines have been developed, there is no guarantee that vaccines will be effective against emerging future variants of the disease. As this global pandemic illustrated, such events may affect certain geographic regions, countries, sectors and industries more significantly than others. Advancements in technology may also adversely impact markets and the overall performance of the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of artificial intelligence. These events, and any other future events, may adversely affect the prices and liquidity of the Fund’s portfolio investments and could result in disruptions in the trading markets.

MLP Risk (applicable to all Funds). Investments in securities of MLPs involve certain risks different from or in addition to the risks of investing in common stocks, including for example risks related to the limited ability of investors to control an MLP and to vote on matters affecting the MLP, risks related to potential conflicts of interest between an MLP and the MLP's general partner, the risk that an MLP will generate insufficient cash flow to meet its current operating requirements, the risk that an MLP will issue additional securities or engage in other transactions that will have the effect of diluting the interests of existing investors, and risks related to the general partner's right to require investors to sell their common units at an undesirable time or price. MLP common units can be affected by macro-economic and other factors affecting the stock market in general, changes or anticipated changes in interest rates, investor sentiment towards MLPs or the energy sector generally, changes in a particular issuer's financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of common units of individual MLPs also can be affected by other factors unique to the partnership or company, including earnings power and coverage ratios. Certain MLP securities may trade in relatively low volumes due to their smaller capitalizations or other factors, which may cause them to have a high degree of price volatility and lack sufficient market liquidity to enable the Fund to effect a sale at an advantageous time or price. Because many MLPs pay out most of their operating cash flows, the MLPs rely on capital markets for access to equity and debt financing to fund growth through organization. If market conditions limit an MLPs access to capital markets, the MLPs growth prospects could diminish and its costs of capital increase, which would decrease the value of the common units held by the Fund. MLPs are now a higher cost way of financing these industries; the reverse of the conditions that led to the growth of the asset class in the early part of the last decade. As a result, the industry is witnessing the consolidation or simplification of corporate structures where the MLP sleeve of capital is being eliminated because it no longer reduces a company’s cost of equity financing. Even for MLPs that have avoided exposure to commodity prices and have been successful in growing their dividends, the cost of the MLP structure has risen due to growing incentive payments to the general partner. These incentives increase with per share dividend growth at the limited partnership level and are due on newly issued shares, as well as older shares that have experienced the growth. As a result, the more successful the MLP is in growing its dividends, the closer it gets to paying incentives to the parent/general partner that are more onerous than a tax at the corporate level. The lower the corporate tax rate, the sooner this threshold is crossed. In many cases, MLPs are merely a part of the corporate finance structure of a company. MLPs are created when they lower the cost of equity financing and are no longer used when they do not. MLPs that own interstate pipelines are subject to FERC regulation with respect to tariffs charged and received an adverse decision.

MLP Tax Risk/Tax Risk (applicable to all Funds). The Fund’s ability to meet its investment objective relies in part upon the level of taxable income it receives from the MLPs in which it invests, a factor over which the Fund has no control. The benefit the Fund derives from its investment in MLPs is largely dependent on their being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income at the applicable corporate tax rate. This would have the effect of reducing the amount of cash available for distribution by an MLP and could result in a significant reduction in the value of the Fund’s investment. The classification of an MLP as a corporation for U. S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and causing any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP’s current or accumulated earnings and profits. To the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Fund’s adjusted tax basis in the interests of the MLP may be reduced, which will result in an increase in the amount of income or gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes upon the sale of any such interests or upon subsequent distributions in respect of such interests. Furthermore, any return of capital distribution received from an MLP may require the Fund to restate the character of its distributions and amend any shareholder tax reporting previously issued.

Non-Diversification Risk (applicable to all Funds). As a “non-diversified” fund, the Fund may hold a smaller number of portfolio securities than many other funds and may be more sensitive to any single economic, business, political or regulatory occurrence than a diversified fund. To the extent the Fund invests in a relatively small number of issuers due to the high percentage of the Fund’s assets invested in that security, a decline in the market value of a particular security held by the Fund may affect its value more than if it invested in a larger number of issuers. The value of the Fund’s shares may be more volatile than the values of shares of more diversified funds.

Non U.S. Securities Risk (applicable to all Funds). An investment in securities of non-U.S. companies involves risks not associated with domestic issuers. Investment in non-U.S. securities may involve higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by non-U.S. governments. Non-U.S. investments may also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible imposition of withholding taxes on dividend income, the possible seizure or nationalization of non-U.S. holdings, the imposition of sanctions by foreign governments, the possible establishment of capital controls, exchange controls or freezes on the convertibility of currency or the adoption of other governmental restrictions might adversely affect an investment in non-U.S. securities. Additionally, non-U.S. issuers may be subject to less stringent regulation, and to different accounting, auditing and recordkeeping requirements. The U.S. and non-U.S. markets often rise and fall at different times or by different amounts due to economic or other regional developments particular to a given country or region.

Operational Risk (applicable to all Funds). 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 Fund's investment advisor seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

Options Risk (applicable to all Funds). The use of options involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, or in interest or currency exchange rates, including the anticipated volatility, which in turn are affected by fiscal and monetary policies and by national and international political and economic events. The effective use of options also depends on the Fund's ability to terminate option positions at times deemed desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options. There may be times the Fund needs to sell securities in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital and make the Fund less tax-efficient than other ETFs.

Portfolio Turnover Risk (applicable to the Acquiring Fund). The Fund has an investment strategy that may frequently involve buying and selling portfolio securities. High portfolio turnover may result in the Fund paying higher levels of transaction costs, including brokerage commissions, dealer mark-ups and other costs and may generate greater tax liabilities for shareholders. Portfolio turnover risk may cause the Fund’s performance to be less than expected.

Portfolio Correlation Risk (applicable to the Acquiring Fund). The Fund’s portfolio is composed of both equity securities and written call options. Because some of the options are written on indexes and/or ETFs instead of the equity securities held by the Fund, the Fund's investments may not be fully correlated, meaning their performance is independent of one another. Market events may impact one position held by the Fund more than the other position and the returns from the Fund's investments in equity securities and written call options may not move in the same direction as one another.

Potential Conflicts of Interest Risk (applicable to all Funds). First Trust, EIP and the portfolio managers have interests which may conflict with the interests of the Fund. In particular, First Trust and EIP currently manage and may in the future manage and/or advise other investment funds or accounts with the same or substantially similar investment objective and strategies as the Fund. In addition, while a Target Fund is using leverage, the amount of the fees paid to First Trust (and by First Trust to EIP) for investment advisory and management services are higher than if the Target Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore, First Trust and EIP have a financial incentive to leverage the Fund.

Premium/Discount Risk (applicable to all Funds). The market price of the Fund’s shares will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for shares on the securities exchange. The Fund’s investment advisor cannot predict whether shares will trade below, at or above their NAV because the shares trade on an exchange at market prices and not at NAV. 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, in the case of the Acquiring Fund, given that shares can only be purchased and redeemed in Creation Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds such as the Target Funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the investment advisor believes that large discounts or premiums to the NAV of Acquiring Fund shares should not be sustained. During stressed market conditions, the market for a 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 NAV and the bid/ask spread on the Fund’s shares may widen.

Qualified Dividend Income Tax Risk (applicable to FIF). There can be no assurance as to what portion of the distributions paid to the Fund’s common shareholders will consist of tax-advantaged qualified dividend income. Certain distributions designated by the Fund as derived from qualified dividend income will be taxed in the hands of non-corporate common shareholders at the rates applicable to long-term capital gains, provided certain holding period and other requirements are satisfied by both the Fund and the common shareholders. Additional requirements apply in determining whether distributions by foreign issuers should be regarded as qualified dividend income. Certain investment strategies of the Fund will limit the Fund’s ability to meet these requirements and consequently will limit the amount of qualified dividend income received and distributed by the Fund. A change in the favorable provisions of the federal tax laws with respect to qualified dividends may result in a widespread reduction in announced dividends and may adversely impact the valuation of the shares of dividend-paying companies.

Recent Market and Economic Developments Risk (applicable to all Funds). In recent years, prices of oil and other energy commodities have experienced significant volatility. During such periods, such volatility has adversely impacted many of the MLPs, MLP-related entities and other companies in the energy sector and energy utility industries in which the Fund has invested or may invest. For example, many MLPs, MLP-related entities and other companies in the energy sector and energy utility industries have in recent years experienced eroding growth prospects, reduced distribution levels or, in some cases, bankruptcy. These conditions have impacted, and may in the future impact, the NAV of the Fund and its ability to pay distributions to shareholders at current or historic levels.

Renewable Energy Company Risk (applicable to the Target Funds). Renewable energy companies are a subset of Energy Infrastructure Companies and, as such, are subject to many of the same risks as Energy Infrastructure Companies. In addition, the future growth of renewable energy companies may be dependent upon government policies that support renewable power generation and enhance the economic viability of owning renewable electric generation assets. Such policies can include renewable portfolio standard programs, which mandate that a specified percentage of electricity sales come from eligible sources of renewable energy, accelerated cost-recovery systems of depreciation and tax credits.

Restricted Securities Risk (applicable to FEN). The Fund may invest in restricted securities. The term “restricted securities” refers to securities that are unregistered or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. As a result, restricted securities may be more difficult to value and the Fund may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that the Fund could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. The Fund would, in either case, bear market risks during that period.

Significant Exposure Risk (applicable to all Funds). 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 that affected a particular asset class, region or industry 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 volatility and market risk than a fund that is more broadly diversified.

Smaller Companies Risk (applicable to all Funds). The stock price of small and/or mid capitalization companies may be more volatile than those of larger companies and therefore the Fund’s share price may be more volatile than those of funds that invest a larger percentage of their assets in stocks issued by large capitalization companies. Stock prices of small and/or mid capitalization companies are also generally more vulnerable than those of large capitalization companies to adverse business and economic developments. Securities of small and/or mid capitalization companies may be thinly traded, making it difficult for the Fund to buy and sell them. In addition, small and/or mid capitalization companies are typically less financially stable than larger, more established companies and may reinvest a high proportion of their earnings in their business and may not pay dividends. Small and/or mid capitalization companies may also depend on a small number of essential personnel who may also be less experienced than the management of larger companies, making these companies more vulnerable to experiencing adverse effects due to the loss or inexperience of personnel. Small and/or mid capitalization companies also normally have less diverse product lines than those of large capitalization companies and are more susceptible to adverse developments concerning their products.

Tax Risks Associated with Investment in Options (applicable to the Acquiring Fund). The Fund may invest a portion of its assets in options on indexes. The treatment of such derivatives may, in part, be based upon informal guidance issued by the Internal Revenue Service a number of years ago. Although the Fund believes that the Fund is treating such derivatives consistently with current tax law, if the Internal Revenue Service were to disagree, the Fund could lose its status as a RIC.

Trading Issues Risk (applicable to the Acquiring Fund). 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.

Utility Risk/Utility Companies Risk (applicable to all Funds). The Fund invests significantly in utility companies. Utility companies include companies producing or providing gas, electricity or water. The risks inherent in the utility sector include a variety of factors that may adversely affect the business or operations of utility companies, including: high interest costs associated with capital construction and improvement programs; difficulty in raising adequate capital on reasonable terms in periods of high inflation and unsettled capital markets; governmental regulation of rates that the issuer can charge to customers; costs associated with compliance with, and adjusting to changes to, environmental and other regulations; counterparty risk; effects of economic slowdowns and surplus capacity; increased competition from other providers of utility services; costs associated with the reduced availability of certain types of fuel, occasionally reduced availability and high costs of natural gas for resale, and the effects of energy conservation policies. Some utility companies also face risks associated with the effects of a national energy policy and lengthy delays, and greatly increased costs and other problems, associated with the design, construction, licensing, regulation and operation of nuclear facilities for electric generation, including, among other considerations: the problems associated with the use of radioactive materials and the disposal of radioactive wastes; technological innovations that may render existing plants, equipment or products obsolete; difficulty in obtaining regulatory approval of new technologies; lack of compatibility of telecommunications equipment; potential impacts of terrorist activities on the utility industry and its customers; and the impact of natural or man-made disasters. Utility companies may also be subject to regulation by various governmental authorities and may be affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. Deregulation is subjecting utility companies to greater competition and may adversely affect profitability. As deregulation allows utility companies to diversify outside of their original geographic regions and their traditional lines of business, utility companies may engage in riskier ventures. There is no assurance that regulatory authorities will, in the future, grant rate increases, or that such increases will be adequate to permit the payment of dividends on stocks issued by a utility company.

Valuation Risk (applicable to all Funds). The Fund may hold securities or other assets that may be valued on the basis of factors other than market quotations. This may occur because the asset or security does not trade on a centralized exchange, or in times of market turmoil or reduced liquidity. There are multiple methods that can be used to value a portfolio holding when market quotations are not readily available. The value established for any portfolio holding at a point in time might differ from what would be produced using a different methodology or if it had been priced using market quotations. Portfolio holdings that are valued using techniques other than market quotations, including “fair valued” assets or securities, may be subject to greater fluctuation in their valuations from one day to the next than if market quotations were used. In addition, there is no assurance that the Fund could sell or close out a portfolio position for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio position is sold or closed out at a discount to the valuation established by the Fund at that time. The Fund’s ability to value investments may be impacted by technological issues or errors by pricing services or other third-party service providers.

Principal Risks Related to the Proposed Mergers

The following are principal risks related to the proposed Mergers and are applicable to both the Target Funds and the Acquiring Fund:

Anticipated Benefits Risk. Although it is anticipated that the Mergers will lead to certain benefits for Target Fund shareholders, we cannot assure you that these benefits, along with any other benefits that are anticipated from the Mergers, will be realized.

Tax Risk. In addition to the foregoing risks of investing in the Acquiring Fund, there is tax risk associated with the proposed Mergers. Chapman and Cutler LLP is providing an opinion that each Merger will be a tax-free reorganization for federal income tax purposes. See “Information about the Mergers – Federal Income Tax Consequences.” However, no ruling is being sought from the Internal Revenue Service (the “IRS”) to determine whether the IRS in fact agrees with the opinion of Acquiring Fund’s counsel. The opinion of Acquiring Fund’s counsel’s is not binding upon the IRS, and the IRS could take a position different from that reflected in the opinion. The opinion does not address state or foreign tax consequences of the Mergers, which could vary from state to state and country to country.

Separately, the Mergers involve certain additional tax-related risks and considerations. See “—Material Federal Income Tax Consequences of the Mergers” for a detailed discussion of such risks.

C. Information About the Mergers

General

The Board of Trustees of each Target Fund has unanimously approved, and the shareholders of each Target Fund are being asked to approve, the applicable Plan by and among the applicable Target Fund, the ETF Trust, on behalf of the Acquiring Fund, and the applicable Merger Sub, the form of which is attached to this Proxy Statement/Prospectus as Exhibit A, and the transactions it contemplates, including the merger of the applicable Target Fund with and into the applicable Merger Sub in exchange for shares of the Acquiring Fund and the subsequent liquidation of such Merger Sub, on a tax-free basis for federal income tax purposes as provided for herein. The Board of Trustees of each Fund has determined that the applicable proposed Merger is in the overall best interests of its respective Fund and that the interests of its respective Fund’s existing shareholders will not be diluted as a result of the transactions contemplated by such Merger.

The affirmative “vote of a majority of the outstanding voting securities” of each Target Fund is required to approve the applicable Plan. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of the applicable Target Fund present at the Meeting, if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of such Target Fund. Abstentions, if any, will have the same effect as a vote against the approval of a Proposal. The closing of one Merger is not contingent on the closing of any other Merger.

A copy of the Plan is attached hereto as Exhibit A for your reference.

Terms of the Mergers

General. Each Plan provides for the merger of one of the Target Funds with and into the applicable Merger Sub, with shares of such Target Fund being converted into newly issued shares of the Acquiring Fund (with cash being distributed in lieu of any fractional shares). As a result, all of the assets of the applicable Target Fund will be transferred to the applicable Merger Sub and such Merger Sub will assume all of the liabilities of such Target Fund. As soon as practicable following the completion of a Merger, the applicable Merger Sub will liquidate and distribute its assets to the Acquiring Fund and the Acquiring Fund will assume the liabilities of such Merger Sub, in complete liquidation and dissolution of the Merger Sub under Massachusetts law. The aggregate net asset value of Acquiring Fund shares received by the shareholders of the applicable Target Fund in a Merger will equal the aggregate net asset value (and not the market value) of the Target Fund shares held by such shareholders as of the close of regular trading on the NYSE on the business day immediately prior to the Closing Date (the “Valuation Time”). Through each Merger, shares of the applicable Target Fund would be exchanged on a tax-free basis for federal income tax purposes for shares of the Acquiring Fund. Following the consummation of a Merger, the legal existence of the applicable Target Fund and its registration under the 1940 Act will be terminated.

The closing date for each Merger is expected to be during the second quarter of 2024 (the “Closing Date”). If one of the proposals to approve a Plan and the applicable Merger as presented in this Proxy Statement/Prospectus is approved at the Meeting, such Merger is expected to be completed shortly after the Meeting. In the event that shareholders of a Target Fund do not approve the Merger, the Target Board of such Target Fund may take such actions as it deems in the best interests of the Fund, including conducting additional solicitations with respect to the Merger proposal or continuing to operate the Fund as a closed-end management investment company. The closing of one Merger is not contingent on the closing of any other Merger.

Acquiring Fund Shares to be Issued. The newly issued Acquiring Fund Shares in the Merger will be distributed (either directly or through an agent) to the applicable Target Fund shareholders upon the conversion of their Target Fund shares in the names of and in the amounts due to the shareholders of such Target Fund based on their respective holdings in the Target Fund immediately prior to the closing of the applicable Merger. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent, and the Acquiring Fund will not issue certificates representing the Acquiring Fund Shares in connection with a Merger, except for any global share certificate or certificates required by a securities depository in connection with the establishment of book-entry ownership of the Acquiring Fund Shares.

The exchange of Target Fund shares for Acquiring Fund Shares through the Mergers is expected to occur on a tax-free basis for federal income tax purposes, although Target Fund shareholders who receive cash for their fractional shares (as no fractional Acquiring Fund Shares will be distributed through the Mergers) may incur certain tax liabilities. In the event Target Fund shareholders would be entitled to receive fractional Acquiring Fund Shares, the Acquiring Fund’s transfer agent will aggregate such fractional common shares and sell the resulting whole shares on the exchange on which such shares are listed for the account of all such Target Fund shareholders, and each such Target Fund shareholder will be entitled to a pro rata share of the proceeds from such sale. With respect to the aggregation and sale of fractional Acquiring Fund Shares, the Acquiring Fund’s transfer agent will act directly on behalf of Target Fund shareholders entitled to receive fractional shares and will accumulate such fractional shares, sell the shares and distribute the cash proceeds net of brokerage commissions, if any, directly to the Target Fund shareholders entitled to receive the fractional shares (without interest and subject to withholding taxes).

Expenses. The direct expenses incurred in connection with the Mergers (whether or not the Mergers are consummated) will be borne by the Target Funds, and therefore indirectly their shareholders. Direct Merger related expenses include, without limitation: (i) expenses associated with the preparation and filing of this Proxy Statement/Prospectus and related proxy materials; (ii) postage; (iii) printing; (iv) accounting fees; (v) legal fees; (vi) solicitation costs; and (vii) other related administrative or operational costs. First Trust estimates that the amount of direct expenses to be incurred by the Target Funds will be approximately $2,585,890 (or, when allocated accordingly based on net assets or to specific Target Funds, approximately $0.03 per share of FEN, $0.02 per share of FEI, $0.02 per share of FPL, and $0.04 per share of FIF). In addition, the Target Funds will bear additional indirect expenses, primarily relating to repositioning their portfolios in advance of the Mergers, and the MLP-Focused Funds may be subject to additional tax implications resulting from the deemed sales election made in connection with their Mergers. See “The Mergers—Synopsis—Material Federal Income Tax Consequences of the Mergers.” However, First Trust and the Target Board believe that the benefits of the Mergers, including the anticipated significant reduction in the trading discount of each Target Fund’s shares and the lower ongoing expenses of the Acquiring Fund, will offset the costs of the Mergers.

Amendments. Each Plan may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the applicable Target Fund and the Acquiring Fund as specifically authorized by each board of trustees of such Funds. Notwithstanding the foregoing, following the receipt of the applicable Target Fund shareholder approval of a Plan, no such amendment, modification or supplement may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the shareholders of such Target Fund under such Plan to the detriment of such shareholders without their further approval.

Conditions. Under the terms of each Plan, the closing of a Merger is subject to the satisfaction or waiver (if permissible) of certain conditions, which include: (i) the requisite approval of the Plan by the shareholders of the applicable Target Fund; (ii) the delivery of all required consents, orders and permits of federal, state and local regulatory authorities; (iii) the receipt by each applicable Fund of customary legal opinions; and (iv) each applicable Fund’s receipt of an opinion that the Merger will be a tax-free reorganization for federal income tax purposes (which condition to receive such opinion may not be waived).

Termination. A Plan may be terminated by the mutual agreement of the parties and may be effected by the President or any Vice President of the applicable Target Fund and Acquiring Fund, respectively, without further action by either the Target Board or the Board of Trustees of the ETF Trust (the “ETF Trust Board”). Additionally, a Plan may be terminated by either applicable Fund, at its option, at or before the closing of the applicable Merger due to: (i) a breach by the non-terminating party of any representation, warranty, or agreement to be performed at or before the closing of the Merger, if not cured within 30 days of notification to the breaching party and prior to the closing of the Merger; (ii) a condition precedent to the obligations of the terminating party that has not been met or waived and it reasonably appears that it will not or cannot be met; or (iii) a determination by either the applicable Target Fund Board or the ETF Trust Board, on behalf of its series, the Acquiring Fund, that the consummation of the transactions contemplated in the Plan is not in the best interests of its respective Fund.

Background and Board Considerations Relating to the Proposed Mergers

On October 23, 2023, the Boards of Trustees of FEN, FEI, FPL, FIF and the ETF Trust approved the Merger of each of the Target Funds with and into a wholly-owned subsidiary of the Acquiring Fund. The Boards of Trustees of the Target Funds and the ETF Trust are comprised of the same seven individuals and are referred to herein as the “Board.” For the reasons discussed below, among others, the Board determined that, as applicable to each Fund, the Mergers would be in the overall best interests of each Fund and that the interests of the existing shareholders of the Target Funds would not be diluted as a result of the Mergers.

The Board considered the Mergers over the course of meetings held in September and October 2023. At those meetings, First Trust Advisors L.P. (the “Advisor”), the investment adviser for each of the Target Funds and the investment adviser for the Acquiring Fund, discussed with the Board its reasons for proposing the Mergers. The Advisor stated that it had conducted an evaluation of strategic alternatives for each of the Target Funds in light of certain factors, including, among others, recent volatility and market disruption as well as increasingly complex tax and accounting issues experienced by registered investment companies that invest in MLPs, significant changes in the MLP market that have reduced the attractiveness to investors of MLP closed-end funds structured as C Corps, recent increased discount levels of the Target Funds and recent increased focus by activist investors on the First Trust Fund Complex closed-end fund suite (including recent increased positions by activist investors in the Target Funds). The Advisor reviewed the strategic alternatives considered for the Target Funds, including maintaining the status quo, liquidation, conversion of the Target Funds (excluding FIF) from C Corps to RICs and merging the Target Funds into a closed-end fund or RIC ETF (including fund candidates other than the Acquiring Fund). The Advisor noted that it had retained a third-party firm to assist in the Advisor’s evaluation of the potential tax implications of strategic alternatives and that it had also worked extensively with Energy Income Partners, LLC (“EIP” or the “Sub-Advisor”), the investment sub-adviser for each of the Target Funds and the investment sub-adviser for the Acquiring Fund, in conducting its evaluation of strategic alternatives. The Advisor discussed its evaluation of each strategic alternative considered for each of the Target Funds in light of relevant factors, including, among others, the Funds’ discount levels, activist investor positions in the Funds, the Funds’ tax structures and current tax positions, and costs to shareholders associated with the strategic alternatives, as well as other market, investment, operational and tax considerations. In connection with the meetings at which the Mergers were discussed, the Advisor provided the Board with a variety of materials relating to the Mergers, including the rationale for and expected benefits and costs of the Mergers and the Advisor’s evaluation of other strategic alternatives. Based on all the information reviewed, the Advisor expressed its belief that combining each of the Target Funds into the Acquiring Fund was the best option for existing shareholders of the Target Funds and that the Board should approve and recommend that shareholders of each of the Target Funds approve the Merger for their Fund. At the October 2023 Board meeting, the Sub-Advisor also presented to the Board on the investment strategies for the Acquiring Fund and on the Mergers, and expressed its belief that the Mergers were the best option for each of the Target Funds in light of changes in the MLP market, the increased cost of leverage and the Funds’ recent increased discount levels. In connection with the meetings and prior to approving the Mergers, the Trustees who are not “interested persons” (as defined in the 1940 Act) of any of the Target Funds or the ETF Trust (the “Independent Trustees”) met in private sessions and reviewed the information provided and discussed the proposed Mergers with their independent legal counsel.

Based upon all the information provided and the discussions at the meetings, the Board, including all of the Independent Trustees, approved the Mergers, and determined that, as applicable to each Fund, the Mergers would be in the overall best interests of each Fund and that the interests of the existing shareholders of the Target Funds would not be diluted as a result of the Mergers. Accordingly, the Board recommends that shareholders of each of the Target Funds approve the Merger for their Fund.

In determining to approve the Mergers and to recommend that shareholders of each of the Target Funds approve the Merger for their Fund, the Board considered, among other things, the following factors:

In addition, the Board considered the Mergers in light of the increased focus by activist investors on the First Trust Fund Complex closed-end fund suite, including recent increased positions of activist investors in the Target Funds, and the significant costs that may be imposed on the Target Funds in connection with an activist campaign, including potential litigation costs. The Board considered that the Mergers may have the additional benefits of avoiding such costs.

Based upon on all of the foregoing considerations, the Board, in the exercise of its business judgment, approved each Merger, including each proposed Agreement and Plan of Merger and the Merger contemplated thereby, and determined that, as applicable to each Fund, the Mergers would be in the overall best interests of each of the Target Funds and the Acquiring Fund. The Board also determined that, as applicable to each Fund, the interests of the existing shareholders of the Target Funds would not be diluted as a result of the Mergers. No single factor was determinative in the Board’s analysis and all factors were taken as a whole. The Board, including the Independent Trustees, unanimously recommends that shareholders of each of the Target Funds approve the Merger for their Fund.

Capitalization

The following table sets forth the unaudited capitalization of each Target Fund and the pro forma capitalization of the Acquiring Fund as of August 31, 2023 assuming each Merger is approved and consummated. The following is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Fund will be received by the shareholders of a Target Fund on the date the Merger of such Target Fund takes place, and the foregoing should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received on or after such date. In addition, see “The Mergers—Synopsis—Material Federal Income Tax Consequences of the Mergers” for a discussion of the potential impact on Fund capitalization that could arise from the tax implications involved in the Mergers of the MLP-Focused Funds.

(1)       These amounts include estimated Merger expenses applicable to FEN of $672,331 (or approximately $0.03 per share of FEN) and repositioning costs for FEN of $300,000 (or approximately $0.02 per share of FEN).

(2)       These amounts include estimated Merger expenses applicable to FEI of $930,920 (or approximately $0.02 per share of FEI) and repositioning costs for FEI of $390,000 (or approximately $0.01 per share of FEI).

(3)       These amounts include estimated Merger expenses applicable to FPL of $387,884 (or approximately $0.02 per share of FPL) and repositioning costs for FPL of $156,000 (or approximately $0.01 per share of FPL).

(4)       These amounts include estimated Merger expenses applicable to FIF of $594,755 (or approximately $0.04 per share of FIF) and repositioning costs for FIF of $135,000 (or approximately $0.01 per share of FIF).

(5)       These amounts include estimated Merger expenses and repositioning costs estimated to arise in connection with the Mergers of $2,585,890 and $981,000, respectively.

(6)       Assumes all Mergers are approved and consummated.

(7)       Includes 2 seed shares at $20 per share.

Description of the Shares to be Issued by the Acquiring Fund

General. As a general matter, the shares of each Target Fund and the Acquiring Fund have similar voting rights (with certain differences noted in the chart under “Additional Information About the Target Funds and Acquiring Fund—Governing Documents”) and the same rights with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of their respective Fund and have no rights to cumulative voting. Holders of whole shares of each Fund are entitled to one vote per share on any matter on which the shares are entitled to vote, while each fractional share is entitled to a proportionate fractional vote.

Under the charter documents of each Target Fund, shareholders of each Target Fund are not entitled to dissenter’s rights of appraisal with respect to the applicable Merger. Shareholders of each Target Fund, however, may sell their shares on the applicable exchange (NYSE for FEI, FPL and FIF and NYSE American for FEN) until the closing date of the applicable Merger. After the Mergers are consummated, Target Fund shareholders will hold shares of the Acquiring Fund, which is anticipated to be listed and traded on the NYSE Arca.

The shares of FEI, FPL and FIF are currently listed and traded on the NYSE under the symbols “FEI,” “FPL” and “FIF,” respectively, while FEN is currently listed and traded on the NYSE American under the symbol “FEN”. If the Mergers are consummated, Target Fund shares will no longer be listed on the NYSE or NYSE American, as applicable, and each Target Fund will be dissolved, liquidated and terminated as provided in the applicable Plan. It is anticipated that the shares of the Acquiring Fund will be listed and traded on the NYSE Arca under the symbol “EIPI”. Reports, proxy materials and other information concerning the Target Funds, and the Acquiring Fund after it is listed, may be inspected at the offices of the NYSE, NYSE American and NYSE Arca, respectively.

The Acquiring Fund Shares, when issued in the Merger, will be fully paid and non-assessable and have no rights to cumulative voting. Shareholders of the Acquiring Fund have no preference, preemptive, conversion or exchange rights, except as the ETF Trust Board may determine from time to time.

Further discussion of the organizational documents and the material provisions thereunder for each of the Target Funds and the Acquiring Fund is available under “Additional Information About the Target Funds and the Acquiring Fund—Charter Documents.”

Distributions and Dividend Reinvestment Plan. FIF has adopted a Managed Distribution Policy. Under the Managed Distribution Policy, FIF currently pays a monthly distribution in the amount of $0.10 per share, a portion of which may include long-term capital gains. The inclusion of long-term capital gains may result in a reduction of the long-term capital gain distribution necessary at the end of the year, since it will be distributed throughout the year.

Dividends from net investment income of FEI and FPL, if any, are declared and paid monthly while dividends from net investment income of FEN, if any, is declared and paid quarterly. FEN, FEI and FPL will distribute their net realized capital gains, if any, to shareholders at least annually.

Dividends from net investment income of the Acquiring Fund, if any, are expected to be declared and paid monthly by the Acquiring Fund. The Acquiring Fund will distribute its net realized capital gains, if any, to shareholders at least annually. Distributions in cash from the Acquired Fund may be reinvested automatically in additional whole shares only if the broker through whom you purchased shares makes such option available, and such shares will generally be reinvested by the broker based upon the market price of those shares and may be subject to brokerage commissions charged by the broker.

Federal Income Tax Consequences

As a condition to each Fund’s obligation to consummate the applicable Merger, each Fund will receive a tax opinion from Chapman and Cutler LLP (which opinion would be based on certain factual representations and certain customary assumptions), to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:

No opinion will be expressed as to (1) the effect of the Mergers on the Target Fund, the Acquiring Fund, the Merger Sub or any Target Fund shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Each opinion shall be based on certain factual representations, reasonable assumptions and such other representations as Chapman and Cutler LLP may request of the Funds, and the Target Funds and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor any of the Target Funds may waive the conditions with respect to the tax opinions.

While Target Fund shareholders are not expected to recognize any gain or loss upon the exchange of their shares in the applicable Merger, differences in the Funds’ portfolio turnover rates, net investment income and net realized capital gains may result in future taxable distributions to shareholders arising indirectly from the Mergers. In addition, the deemed sale election, which is anticipated to be to be made by the Acquiring Fund, will treat the MLP Focused Funds as recognizing gain the last day before the applicable Merger.

If a Proposal relating to a Merger is approved by the shareholders of the applicable Target Fund, such Target Fund will declare a distribution to its shareholders of all undistributed realized net investment income (computed without regard to the deduction for dividends paid) and undistributed realized net capital gains (after reduction by any capital loss carryforwards) prior to the closing of such Merger, and such distributions will be taxable to shareholders of such Target Fund.

This description of the federal income tax consequences of the Mergers is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisers as to the specific consequences to them of the Mergers, including the applicability and effect of state, local, non-U.S. and other tax laws.]

D. Additional Information About the Investment Policies and Management of the Funds

General Comparison of the Target Funds and Acquiring Fund

Each Target Fund is a non-diversified, closed-end management investment company, organized as a Massachusetts business trust. The Acquiring Fund is a newly created, non-diversified, actively managed ETF that is a series of the ETF Trust, an open-end management investment company organized as a Massachusetts business trust.

Closed-end funds are generally traded on an exchange and do not redeem outstanding shares or engage in the continuous sale of new shares. Persons wishing to buy or sell closed-end fund shares generally must do so through a broker-dealer and pay or receive the market price per share (plus or minus any applicable commissions), which may be more (a premium) or less (a discount) than the net asset value per share. As of August 31, 2023 FEN traded at a 11.47% discount to NAV, FEI traded at a 13.06% discount to NAV, FPL traded at a 12.91% discount to NAV, and FIF traded at a 11.68% discount to NAV. See “—Share Price Data” below. Closed-end funds, including the Target Funds, typically also utilize leverage to try and increase returns and/or current income. In doing so, closed-end funds are subject to leverage risk which can magnify the effect of any losses. If the income and gains from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the return of the closed-end fund will be less than if leverage had not been used.

Similar to closed-end funds, ETF shares trade on a securities exchange, and generally persons buying and selling ETF shares may do so through a broker-dealer and pay and receive the market price per share (plus or minus any applicable commission). Unlike closed-end funds, ETFs also issue and redeem shares on a continuous basis at net asset value in large blocks consisting of a specified number of shares (i.e., a Creation Unit). The Creation Unit feature of an ETF is designed to protect ongoing shareholders from adverse effects that could arise from frequent cash creation and redemption transactions (such as those that occur in a conventional mutual fund). Individual shares of the Acquiring Fund may only be purchased and sold on the secondary market through a broker-dealer. Since shares of the Acquiring Fund trade on securities exchanges in the secondary market at their market price rather than their net asset value, the Acquiring Fund’s shares may trade at a price greater than (premium) or less than (discount) the Acquiring Fund’s net asset value. An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the Acquiring Fund (bid) and the lowest price a seller is willing to accept for shares of the Acquiring Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). Recent information, including the Acquiring Fund’s net asset value, market price, premiums and discounts, bid-ask spreads and the median bid-ask spread for the Acquiring Fund’s most recent fiscal year, will be available online at https://www.ftportfolios.com/Retail/etf/home.aspx. The Acquiring Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains. Distributions on shares held in a tax-deferred account, while not immediately taxable, will be subject to tax when the shares are no longer held in a tax-deferred account.

Share Price Data. The following tables set forth for the periods indicated therein, with respect to each Target Fund, the following: (i) the high and low sales price for common shares reported as of the end of the day on the applicable exchange; (ii) the high and low net asset value of the common shares; and (iii) the high and low of the premium/(discount) to NAV (expressed as a percentage) of the common shares. Because the Acquiring Fund has not yet commenced operations, no table has been provided for the Acquiring Fund.

FEN

FEI

FPL

FIF

Principal Investment Strategies and Policies

The Funds have similar investment objectives, as shown below:

In furtherance of these investment objectives, the Acquiring Fund each Target Fund use the below principal investment strategies and policies.

Principal Investment Strategies and Policies

While certain of the principal investment strategies of the Target Fund and Acquiring Fund are similar, the investments of the Acquiring Fund could be substantially different from those of the Target Fund. Both Target Fund and Acquiring Fund are managed by the same investment advisor and sub-advisor.

A key difference between the Funds’ investment strategies is that the Acquiring Fund (like FIF) will limit its investments in MLPs to 25% or less of its portfolio in order to comply with tax diversification rules while FEN, FEI and FPL generally invest more than 25% of their portfolio in MLPs. The Target Funds additionally utilize leverage, which if utilized by the Acquiring Fund is done so to a much lesser degree.

Additional Information Regarding Principal Investment Strategies for the Acquiring Fund. The Acquiring Fund is a series of the ETF Trust and is regulated as an “investment company” under the 1940 Act. The Acquiring Fund is actively managed and does not seek to track the performance of an index. The Acquiring Fund’s investment objective to seek a high level of total return with an emphasis on current distributions paid to shareholders is fundamental and may not be changed without approval by the holders of a majority of the outstanding voting securities of the Acquiring Fund. Unless an investment policy is identified as being fundamental, all investment policies included in this Proxy Statement/Prospectus and the SAI are non-fundamental and may be changed by the ETF Trust Board without shareholder approval. If there is a material change to the Acquiring Fund’s principal investment strategies, you should consider whether the Acquiring Fund remains an appropriate investment for you. There is no guarantee that the Acquiring Fund will achieve its investment objective.

While it is not expected that the Acquiring Fund will invest in the securities of other investment companies, any such investments would be subject to limitations imposed by the 1940 Act and the related rules and interpretations. The Acquiring Fund has adopted a policy that it will not invest in other investment companies in excess of 1940 Act limits in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Additional Information About the Acquiring Fund’s Strategy. Under normal market conditions, the Acquiring Fund will pursue its investment objective by investing primarily in a portfolio of equity securities in the broader energy market (“Energy Companies”). Under normal market conditions, the Acquiring Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in securities and/or investments that provide exposure to Energy Companies.

Energy Companies include companies in the Global Industry Classification Standard (“GICS”) energy sector, companies in the GICS utility sector (excluding water utilities), or companies in any other GICS sectors that derive at least 50% of their revenues or profits from exploration, development, production, gathering, transportation, processing, storing, refining, distribution, mining or marketing, of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, petrochemicals, electricity, coal, uranium, hydrogen or other energy sources, renewable energy production, renewable energy equipment, energy storage, carbon, carbon dioxide and fugitive methane mitigation and management, as well as electric transmission, distribution, storage and system reliability support. Energy Companies also include companies providing engineering, consulting and construction services that derive at least 50% of their revenues or profits from the above, all of which are selected by EIP. These companies may include publicly-traded MLPs or limited liability companies taxed as partnerships and MLP affiliates.

The Acquiring Fund’s portfolio will be selected based upon EIP’s belief that a professionally managed portfolio of Energy Companies offers an attractive balance of income and growth through a combination of dividends and capital appreciation. EIP believes that rapid changes to the energy system driven by innovations like shale, renewable energy and battery storage as well as government policies relating to the energy system’s emissions, safety, reliability, resilience and national security have created a wider range of and more diversified opportunities in the energy sector than in the past.

In selecting the Acquiring Fund’s portfolio, EIP focuses primarily on a company’s yield, growth, and valuation. In evaluating yield, EIP seeks companies with stable cash flows and higher-than-average dividend payout ratios or companies with cyclical cash flows that have lower and more sustainable dividend payout ratios. In evaluating growth, EIP focuses on increasing per share earnings and cash flow, with a belief that free cash flow can drive reinvestment or share repurchase, each of which can drive per share growth. Finally, in evaluating a company’s valuation, EIP seeks companies that have the potential to experience positive changes in value, where business restructuring, changes in management or asset mix, or changes in government policy may positively impact investor perception about a company’s future. Through the analysis described above, and use of rigorous investment research and analytical tools applied to stock selection and portfolio construction, EIP selects companies for the Acquiring Fund’s portfolio that it believes have the best potential to achieve the Acquiring Fund’s investment objective. The Acquiring Fund may invest in U.S. and non-U.S. companies, including depositary receipts and investments that are denominated in U.S. or non-U.S. currencies, with various market capitalizations.

As determined by EIP, the Acquiring Fund will also enhance the Acquiring Fund’s income paying capacity by selling call options on a portion of the value of the Acquiring Fund. Income is received by an investor who sells an option contract to another party. The option strategy will consist of writing “covered” calls and writing calls on energy indexes and/or ETFs with a correlation to the equity securities held by the Acquiring Fund. The covered call option portion of the strategy is “covered” because the Acquiring Fund owns the equity security underlying the call option. When the Acquiring Fund sells a covered call option, the Acquiring Fund has the obligation to sell the equity security at a specified price (the “strike price”), or deliver a cash payment equal to any positive difference between the value of the equity security when the option is exercised and the strike price. In the event the equity security appreciates above the strike price and the purchaser exercises the written option, the Acquiring Fund as the writer (seller) of the call option will have to either sell the equity security at the strike price or pay the difference between the value of the equity security and the strike price (which loss is offset by the premium initially received). In the event the equity security declines in value, the call option may end up worthless and the Acquiring Fund as the writer (seller) of the call option retains the premium. When the Acquiring Fund sells a covered call option, the Acquiring Fund has the obligation to sell the equity security at a specified price (the “strike price”), or deliver a cash payment equal to any positive difference between the value of the equity security when the option is exercised and the strike price.

By combining premiums collected from the sale of calls with the dividend income of the equity securities, the Acquiring Fund seeks to increase total income for investors while still participating in the growth potential from the price appreciation of the stocks held by the Acquiring Fund. The call options written by the Acquiring Fund will generally have expirations of between one month and three months. Generally, the Acquiring Fund will write (sell) covered call options on approximately 25-75% of the value of the Acquiring Fund but maintains flexibility to increase this depending on the amount needed to maintain an attractive level of current distributions. The call options written by the Acquiring Fund will be typically written out-of-the-money, but the Acquiring Fund may also utilize at-the-money call options. An out-of-the-money call option has a strike price that is approximately equal to the price of the equity security at the time the call option is sold. The Acquiring Fund’s strategy may involve frequently buying and selling portfolio securities.

The Acquiring Fund may use derivative instruments to seek to limit exposure to losses due to changes in non-U.S. currency exchange rates.

The Acquiring Fund is classified as “non-diversified” under the 1940 Act.

While it is not expected that the Acquiring Fund will invest in the securities of other investment companies, any such investments would be subject to limitations imposed by the 1940 Act and the related rules and interpretations. The Acquiring Fund has adopted a policy that it will not invest in other investment companies in excess of 1940 Act limits in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Principal Investments

The following table provides a comparison of the principal investments of the Target Funds and Acquiring Fund to aid in your evaluation of the Mergers.

Below are the principal investments that apply to one or more of the Target Funds and the Acquiring Fund. References below to the “Fund” apply to both the Target Funds and the Acquiring Fund.

Equity Securities. Equity securities include common stocks; preferred securities; warrants to purchase common stocks or preferred securities; securities convertible into common stocks or preferred securities; MLP units discussed below and other securities with equity characteristics.

Master Limited Partnerships. MLPs are limited partnerships whose shares (or units) are listed and traded on a U.S. securities exchange, just like common stock. To qualify as an MLP, a partnership must receive at least 90% of its income from qualifying sources such as natural resource activities. Natural resource activities include the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. The general partner, which is generally a major energy company, investment fund or the management of the MLP, typically controls the MLP through a 2% general partner equity interest in the MLP plus common units and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership’s operations and management.

MLPs are typically structured such that common units have first priority to receive quarterly cash distributions up to an established minimum quarterly dividend (“MQD”). Common units also accrue arrearages in distributions to the extent the MQD is not paid. Once common units have been paid, subordinated units receive distributions of up to the MQD, but subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner which maximizes value to unit holders. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where the general partner is receiving 50% of every incremental dollar paid to common and subordinated unit holders. By providing for incentive distributions the general partner is encouraged to streamline costs and acquire assets in order to grow the partnership, increase the partnership’s cash flow, and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP. MLPs may also be structured as limited liability companies with different corporate governance.

Non-U.S. Investments. The Fund may invest in U.S. dollar-denominated depositary receipts, U.S. dollar-denominated foreign securities and non-U.S. dollar-denominated foreign securities. The Fund’s investments may include American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). Depository receipts are securities issued by a bank or trust company reflecting ownership of underlying securities issued by a foreign company.

The Fund may invest in non-U.S. securities, which may include securities denominated in U.S. dollars or in non-U.S. currencies. Because evidences of ownership of such securities usually are held outside the United States, the Fund would be subject to additional risks if it invested in non-U.S. securities, which include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions which might adversely affect or restrict the payment of distributions on the non-U.S. securities to investors located outside the country of the issuer, whether from currency blockage or otherwise. Since non-U.S. securities may be purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.

Option Contracts. The Fund sells (writes) options contracts. An option represents a contract sold by one party (the option writer) to another party (the option holder). For an index call option, the buyer has the right to receive from the seller a cash payment at the option expiration date equal to any positive difference between the value of the index at the contract expiration and exercise price. For a call option on an equity security, the buyer has the right to purchase shares of the equity security at the strike price. The buyer of a call option makes a cash payment (premium) to the seller of the option upon entering into the option contract.

To the extent the Fund enters into derivatives transactions, it will do so pursuant to Rule 18f-4 under the 1940 Act. Rule 18f-4 requires the Fund to implement certain policies and procedures designed to manage its derivatives risks, dependent upon the Fund’s level of exposure to derivative instruments.

Below are the principal investments that apply to one or more of the Target Funds but not the Acquiring Fund. References below to the “Fund” apply to one or more of the Target Funds.

Restricted Securities. The Fund also expects to invest in unregistered or otherwise restricted securities. The term “restricted securities” refers to refers to securities that have not been registered under the 1933 Act or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. Restricted securities may be more difficult to value and we may have difficulty disposing of such assets either in a timely manner or for a reasonable price. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that we could sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquiror of the securities. The Fund would, in either case, bear the risks of any downward price fluctuation during that period. The difficulties and delays associated with selling restricted securities could result in our inability to realize a favorable price upon disposition of such securities, and at times might make disposition of such securities impossible.

Debt Securities. The Fund may invest in debt securities of energy companies, MLPs and MLP-related entities, including securities rated below investment grade. The debt securities in which the Fund may invest may provide for fixed or variable principal payments and various types of interest rate and reset terms. To the extent that the Fund invests in below investment grade debt securities, such securities will be rated, at the time of investment, at least “B-” by Standard & Poor’s Ratings Services (“S&P”) or “B3” by Moody’s Investors Service, Inc. (“Moody’s”) or a comparable rating by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, determined to be of comparable quality by the Sub-Advisor. If a security satisfies the Fund’s minimum rating criteria at the time of purchase and is subsequently downgraded below such rating, the Fund will not be required to dispose of such security. If a downgrade occurs, EIP will consider what action, including the sale of such security, is in the best interest of the Fund and its common shareholders. In light of the risks of below investment grade securities, EIP, in evaluating the creditworthiness of an issue, whether rated or unrated, will take various factors into consideration, which may include, as applicable, the issuer’s operating history, financial resources and its sensitivity to economic conditions and trends, the market support for the facility financed by the issue (if applicable), the perceived ability and integrity of the issuer’s management and regulatory matters.

Non-Principal Investments

Below are the non-principal investments of the Acquiring Fund:

Illiquid Investments. The Acquiring Fund may invest up to 15% of its net assets in securities and other instruments that are, at the time of investment, illiquid (determined using the Securities and Exchange Commission's standard applicable to investment companies, i.e., any investment that the Acquiring Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment). For this purpose, illiquid investments may include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act of 1933, as amended, that are deemed to be illiquid, and certain repurchase agreements.

Cash Equivalents and Short-Term Investments. Normally, the Acquiring Fund invests substantially all of its assets to meet its investment objective. The Acquiring Fund may invest the remainder of its assets in securities with maturities of less than one year or cash equivalents, or it may hold cash. The percentage of the Acquiring Fund invested in such holdings varies and depends on several factors, including market conditions. For temporary defensive purposes and during periods of high cash inflows or outflows, the Acquiring Fund may depart from its principal investment strategies and invest part or all of its assets in these securities, or it may hold cash. During such periods, the Acquiring Fund may not be able to achieve its investment objective. The Acquiring Fund may adopt a defensive strategy when the portfolio managers believe securities in which the Acquiring Fund normally invests have elevated risks due to political or economic factors and in other extraordinary circumstances.

Derivatives. The Acquiring Fund may use derivative instruments to seek to limit exposure to losses due to changes in non-U.S. currency exchange rates.

To the extent the Acquiring Fund enters into derivatives transactions, it will do so pursuant to Rule 18f-4 under the 1940 Act. Rule 18f-4 requires the Acquiring Fund to implement certain policies and procedures designed to manage its derivatives risks, dependent upon the Acquiring Fund’s level of exposure to derivative instruments.

Non-Principal Risks

Below are the non-principal risks of the Acquiring Fund:

Leverage Risk from Borrowings. If the Acquiring Fund borrows money, it must pay interest and other fees, which may reduce the Acquiring Fund’s returns. Any such borrowings are intended to be temporary. However, under certain market conditions, including periods of decreased liquidity, such borrowings might be outstanding for longer periods of time. As prescribed by the 1940 Act, the Acquiring Fund will be required to maintain specified asset coverage of at least 300% with respect to any bank borrowing immediately following such borrowing and at all times thereafter. The Acquiring Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the Acquiring Fund’s asset coverage to less than the prescribed amount.

Dependence on Key Personnel Risk. The Sub-Advisor is dependent upon the experience and expertise of the Acquiring Fund’s portfolio managers in providing advisory services with respect to the Acquiring Fund’s investments. If the Sub-Advisor were to lose the services of the portfolio managers, its ability to service the Acquiring Fund could be adversely affected. There can be no assurance that a suitable replacement could be found for a portfolio manager in the event of his or her death, resignation, retirement or inability to act on behalf of the Sub-Advisor.

Failure to Qualify as a Regulated Investment Company Risk. If, in any year, the Acquiring Fund fails to qualify as a regulated investment company under the applicable tax laws, the Acquiring Fund would be taxed as an ordinary corporation. In such circumstances, the Acquiring Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment. If the Fund fails to qualify as a regulated investment company, distributions to the Fund’s shareholders generally would be eligible for the dividends received deduction in the case of corporate shareholders.

Issuer Specific Changes Risk. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

Legislation/Litigation Risk. From time to time, various legislative initiatives are proposed in the United States and abroad, which may have a negative impact on certain companies in which the Acquiring Fund invests. In addition, litigation regarding any of the issuers of the securities owned by the Acquiring Fund, or industries represented by these issuers, may negatively impact the value of the securities. Such legislation or litigation may cause the Acquiring Fund to lose value or may result in higher portfolio turnover if the Sub-Advisor determines to sell such a holding.

Fundamental Investment Policies

Each of the Target Funds and the Acquiring Fund are subject to the below fundamental investment policies. Each of the fundamental investment policies cannot be changed without approval by holders of a majority of the outstanding voting securities of such Fund, as defined in the 1940 Act. Under the 1940 Act a “majority of the outstanding voting securities” means the vote of: (1) 67% or more of the Fund’s shares present at a meeting, if the holders of more than 50% of the Fund’s shares are present or represented by proxy; or (2) more than 50% of the Fund’s shares, whichever is less.

ADDITIONAL INFORMATION ABOUT THE TARGET FUNDS AND ACQUIRING FUND

Description of Massachusetts Business Trusts

Each Target Fund is a Massachusetts business trust and the ETF Trust, of which the Acquiring Fund is a series, is a Massachusetts business trust. A fund organized as a Massachusetts business trust is governed by the trust’s declaration of trust or similar instrument, and its by-laws (its “governing documents”). Massachusetts law allows the trustees of a business trust to set the terms of a fund’s governance in its governing documents. All power and authority to manage the fund and its affairs generally reside with the trustees, and shareholder voting and other rights are limited to those provided to the shareholders in the fund’s governing documents.

Because Massachusetts law governing business trusts provides more flexibility compared to typical state corporate statutes, the Massachusetts business trust is a common form of organization for closed-end funds and ETFs. However, some consider it less desirable than other entities because it relies on the terms of the applicable declaration of trust and by-laws and judicial interpretations rather than statutory provisions for substantive issues, such as the personal liability of shareholders and trustees, and does not provide the level of certitude that corporate laws or newer statutory trust laws, such as those of Delaware, provide.

Shareholders of a Massachusetts business trust are not afforded the statutory limitation of personal liability generally afforded to shareholders of a corporation from the trust’s liabilities. Instead, the declaration of trust of a fund organized as a Massachusetts business trust typically provides that a shareholder will not be personally liable, and further provides for indemnification to the extent that a shareholder is found personally liable, for the fund’s acts or obligations. Each declaration of trust for the Target Fund and Acquiring Fund contains such provisions.

Similarly, the trustees of a Massachusetts business trust are not afforded statutory protection from personal liability for the obligations of the trust. However, courts in Massachusetts have recognized limitations of a trustee’s personal liability in contract actions for the obligations of a trust contained in its declaration of trust. Further, declarations of trust may also provide that trustees may be indemnified out of the assets of the trust to the extent held personally liable. Each declaration of trust for the Target Funds and Acquiring Fund contains such provisions.

Governing Documents

The following description is based on relevant provisions of applicable Massachusetts law and each Fund’s governing documents, consisting of its declaration of trust and by-laws. This summary does not purport to be a complete analysis of all items under the governing documents and applicable law, and we refer you to applicable Massachusetts law and each Fund’s governing documents. Since the Acquiring Fund is a series of the ETF Trust, the declaration of trust and by-laws are the governing documents of the ETF Trust, which are applicable to the Acquiring Fund. The below is a summary and comparison of some of the key provisions of the governing documents of the Funds. As the governing documents of FEI, FPL and FIF are virtually identical, the key provisions of those documents are presented together and these funds are referred to below as “the Fund”.

Target Fund and Acquiring Fund Service Providers

Target Fund Service Providers

Deloitte & Touche LLP, 111 S. Wacker Drive, Chicago, IL 60606, serves as the independent registered public accounting firm for each Target Fund.

The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286, acts as the administrator, fund accountant and custodian to each Target Fund.

Computershare, Inc., P.O. Box 505000, Louisville, KY 40233, acts as the Transfer Agent for each Target Fund.

Chapman and Cutler LLP, 320 South Canal Street, Chicago, IL 60606, serves as legal counsel to each Target Fund.

Acquiring Fund Service Providers

Deloitte & Touche LLP, 111 S. Wacker Drive, Chicago, IL 60606, serves as the independent registered public accounting firm for the Acquiring Fund.

The Bank of New York Mellon, 240 Greenwich Street, New York, New York, 10286, acts as the administrator, custodian and fund accounting and transfer agent for the Acquiring Fund.

Chapman and Cutler LLP, 320 South Canal Street, Chicago, IL 60606, serves as legal counsel to the Acquiring Fund.

First Trust serves as the fund reporting agent for the Acquiring Fund.

Federal Tax Matters Associated with an Investment in the Acquiring Fund

This section summarizes some of the main U.S. federal income tax consequences of owning shares of the Acquiring Fund. This section is current as of the date of this prospectus. Tax laws and interpretations change frequently, and these summaries do not describe all of the tax consequences to all taxpayers. For example, these summaries generally do not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer, or other investor with special circumstances. In addition, this section does not describe your state, local or non-U.S. tax consequences.

This federal income tax summary is based in part on the advice of counsel to the Acquiring Fund. The IRS could disagree with any conclusions set forth in this section. The following disclosure may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law.

As with any investment, you should seek advice based on your individual circumstances from your own tax advisor.

Acquiring Fund Status. The Acquiring Fund intends to qualify as a “regulated investment company” (a “RIC”) under the federal tax laws. If the Acquiring Fund qualifies as a RIC and distributes its income as required by the tax law, the Acquiring Fund generally will not pay federal income taxes.

Distributions. The Acquiring Fund’s distributions are generally taxable. After the end of each year, you will receive a tax statement that separates the distributions of the Acquiring Fund into two categories: ordinary income distributions and capital gain dividends. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below certain ordinary income distributions received from the Acquiring Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gain dividends as long-term capital gains regardless of how long you have owned your shares.

To determine your actual tax liability for your capital gain dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, the Acquiring Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you; however, such distributions may reduce your tax basis in your shares, which could result in you having to pay higher taxes in the future when shares are sold, even if you sell the shares at a loss from your original investment. A “return of capital” is a return, in whole or in part, of the funds that you previously invested in the Acquiring Fund. A return of capital distribution should not be considered part of the Acquiring Fund's dividend yield or total return of an investment in Acquiring Fund Shares. The tax status of your distributions from the Acquiring Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from the Acquiring Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year.

Income from the Acquiring Fund may also be subject to a 3.8% “Medicare tax.” This tax generally applies to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals.

Dividends Received Deduction. A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from the Acquiring Fund because the dividends received deduction is generally not available for distributions from RICs. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by the Acquiring Fund from certain corporations may be reported by the Acquiring Fund as being eligible for the dividends received deduction.

Capital Gains and Losses and Certain Ordinary Income Dividends. If you are an individual, the maximum marginal stated federal tax rate for net capital gain is generally 20% (15% or 0% for taxpayers with taxable incomes below certain thresholds). Some capital gains, including some portion of your capital gain dividends may be taxed at a higher maximum stated tax rate. Capital gains may also be subject to the Medicare tax described above.

Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from the Acquiring Fund and sell your shares at a loss after holding them for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Internal Revenue Code of 1986, as amended, treats certain capital gains as ordinary income in special situations.

An election may be available to you to defer recognition of the gain attributable to a capital gain dividend if you make certain qualifying investments within a limited time. You should talk to your tax advisor about the availability of this deferral election and its requirements.

Ordinary income dividends received by an individual shareholder from a RIC such as the Acquiring Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Acquiring Fund itself. The Acquiring Fund will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates.

Sale of Shares. If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including brokerage fees, if any. In some cases, however, you may have to adjust your tax basis after you purchase your shares. An election may be available to you to defer recognition of capital gain if you make certain qualifying investments within a limited time. You should talk to your tax advisor about the availability of this deferral election and its requirements.

Taxes on Purchase and Redemption of Creation Units. If you exchange securities for Creation Units, you will generally recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and your aggregate basis in the securities surrendered and the cash component paid. If you exchange Creation Units for securities, you will generally recognize a gain or loss equal to the difference between your basis in the Creation Units and the aggregate market value of the securities received and the cash redemption amount. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units or Creation Units for securities cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position.

Treatment of Acquiring Fund Expenses. Expenses incurred and deducted by the Acquiring Fund will generally not be treated as income taxable to you.

Non-U.S. Tax Credit. Because the Acquiring Fund may invest in non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes the Acquiring Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes the Acquiring Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.

Non-U.S. Investors. If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from the Acquiring Fund will be characterized as dividends for federal income tax purposes (other than dividends which the Acquiring Fund properly reports as capital gain dividends) and will be subject to U.S. federal income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from the Acquiring Fund that are properly reported by the Acquiring Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Acquiring Fund makes certain elections and certain other conditions are met. Distributions from the Acquiring Fund that are properly reported by the Acquiring Fund as an interest-related dividend attributable to certain interest income received by the Acquiring Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Acquiring Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain non-U.S. investors, provided that the Acquiring Fund makes certain elections and certain other conditions are met.

Distributions may be subject to a U.S. withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity’s U.S. owners. This withholding tax is also currently scheduled to apply to the gross proceeds from the disposition of securities that produce U.S. source interest or dividends. However, proposed regulations may eliminate the requirement to withhold on payments of gross proceeds from dispositions.

Investments in Certain Non-U.S. Corporations. If the Acquiring Fund holds an equity interest in any “passive foreign investment companies” (“PFICs”), which are generally certain non-U.S. corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, the Acquiring Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. The Acquiring Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. The Acquiring Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, the Acquiring Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, the Acquiring Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs are not treated as qualified dividend income.

How to Buy and Sell Acquiring Fund Shares

Most investors buy and sell shares of the Acquiring Fund in secondary market transactions through brokers. Shares of the Acquiring Fund are listed for trading on the secondary market on one or more national securities exchanges. Shares can be bought and sold throughout the trading day like other publicly traded shares. There is no minimum investment when buying shares on the NYSE Arca. Although shares are generally purchased and sold in “round lots” of 100 shares, brokerage firms typically permit investors to purchase or sell shares in smaller “odd lots,” at no per-share price differential. When buying or selling shares through a broker, investors should expect to pay brokerage commissions, investors may receive less than the net asset value of the shares because shares are bought and sold at market prices rather than at net asset value, and investors may pay some or all of the bid-ask spread for each transaction (purchase or sale) of Acquiring Fund Shares. Share prices are reported in dollars and cents per share.

Under normal circumstances, the Acquiring Fund will pay out redemption proceeds to a redeeming authorized participant within two days after the authorized participant’s redemption request is received, in accordance with the process set forth in the agreement between the authorized participant and the Acquiring Fund’s distributor. However, the Acquiring Fund reserves the right, including under stressed market conditions, to take up to seven days after the receipt of a redemption request to pay an authorized participant, all as permitted by the 1940 Act. If the Acquiring Fund has foreign investments in a country where a local market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to redeeming authorized participants prevents the Acquiring Fund from delivering such foreign investments to an authorized participant in response to a redemption request, the Acquiring Fund may take up to 15 days after the receipt of the redemption request to deliver such investments to the authorized participant. For purposes of the 1940 Act, the Acquiring Fund is treated as a registered investment company, and the acquisition of shares by other registered investment companies and companies relying on Sections 3(c)(1) or 3(c)(7) of the 1940 Act is subject to the restrictions of Section 12(d)(1) of the 1940 Act and the related rules and interpretations.

Book Entry. Shares are held in book-entry form, which means that no share certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding shares of the Acquiring Fund and is recognized as the owner of all shares for all purposes.

Investors owning shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all shares. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive physical delivery of share certificates or to have shares registered in your name, and you are not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other stocks that you hold in book-entry or “street name” form.

Share Trading Prices. The trading price of shares of the Acquiring Fund on the secondary market is based on market price and may differ from the Acquiring Fund’s daily net asset value and can be affected by market forces of supply and demand, economic conditions and other factors.

Frequent Purchases and Redemptions of the Acquiring Fund’s Shares. The Acquiring Fund imposes no restrictions on the frequency of purchases and redemptions (“market timing”). In determining not to approve a written, established policy, the ETF Trust Board evaluated the risks of market timing activities by the Acquiring Fund’s shareholders. The ETF Trust Board considered that the Acquiring Fund’s shares can only be purchased and redeemed directly from the Acquiring Fund in Creation Units by broker-dealers and large institutional investors that have entered into participation agreements (i.e., authorized participants (“APs”)) and that the vast majority of trading in the Acquiring Fund’s shares occurs on the secondary market. Because the secondary market trades do not involve the Acquiring Fund directly, it is unlikely those trades would cause many of the harmful effects of market timing, including dilution, disruption of portfolio management, increases in the Acquiring Fund’s trading costs and the realization of capital gains. With respect to trades directly with the Acquiring Fund, to the extent effected in-kind (i.e., for securities), those trades do not cause any of the harmful effects that may result from frequent cash trades. To the extent that the Acquiring Fund may effect the purchase or redemption of Creation Units in exchange wholly or partially for cash, the ETF Trust Board noted that such trades could result in dilution to the Acquiring Fund and increased transaction costs, which could negatively impact the Acquiring Fund’s ability to achieve its investment objective. However, the ETF Trust Board noted that direct trading by APs is critical to ensuring that the shares trade at or close to net asset value. In addition, the Acquiring Fund imposes fixed and variable transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by the Acquiring Fund in effecting trades. Finally, the Advisor monitors purchase and redemption orders from APs for patterns of abusive trading and the Acquiring Fund reserves the right to not accept orders from APs that the Advisor has determined may be disruptive to the management of the Acquiring Fund.

Distribution Plan of the Acquiring Fund

First Trust Portfolios L.P. serves as the distributor of Creation Units for the Acquiring Fund on an agency basis. FTP does not maintain a secondary market in shares.

The ETF Trust Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Rule 12b-1 plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to reimburse FTP for amounts expended to finance activities primarily intended to result in the sale of Creation Units or the provision of investor services. FTP may also use this amount to compensate securities dealers or other persons that are APs for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services.

The Fund does not currently pay 12b-1 fees, and pursuant to a contractual arrangement, the Fund will not pay 12b-1 fees for at least two years after when the Fund’s registration statement has gone effective. However, in the event 12b-1 fees are charged in the future, because these fees are paid out of the Fund’s assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

Other Information–Continuous Offering of the Acquiring Fund

The Acquiring Fund will issue, on a continuous offering basis, its shares in one or more groups of a fixed number of Acquiring Fund Shares (each such group of such specified number of individual Acquiring Fund Shares, a “Creation Unit Aggregation”). The method by which Creation Unit Aggregations of Acquiring Fund Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Unit Aggregations of shares are issued and sold by the Acquiring Fund on an ongoing basis, a “distribution,” as such term is used in the Securities Act of 1933, as amended (the “Securities Act”), may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing an order with FTP, breaks them down into constituent shares and sells such shares directly to customers, or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.

Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with the shares that are part of an overallotment within the meaning of Section 4(a)(3)(C) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect to shares are reminded that, under the Securities Act Rule 153, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to a broker-dealer in connection with a sale on the NYSE Arca is satisfied by the fact that the prospectus is available from the NYSE Arca upon request. The prospectus delivery mechanism provided in Rule 153 is available with respect to transactions on a national securities exchange, a trading facility or an alternative trading system.

Net Asset Value–Acquiring Fund

The Acquiring Fund’s net asset value (“NAV”) is determined as of the close of regular trading (normally 4:00 p.m., Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading. If the NYSE closes early on a valuation day, the Acquiring Fund’s NAV will be determined as of that time. The Acquiring Fund’s NAV is calculated by dividing the value of the net assets of the Acquiring Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding shares of the Acquiring Fund, generally rounded to the nearest cent.

Section 2(a)(41) of the 1940 Act provides that when a market quotation is readily available for a fund’s portfolio investment, it must be valued at the market value. Rule 2a-5 under the 1940 Act (“Rule 2a-5”) defines a readily available market quotation as “a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.” If a market quotation is not “readily available,” then the portfolio investment must be fair valued as determined in good faith by a fund’s board of trustees.

Rule 2a-5 permits a fund’s board of trustees to designate the fund’s investment adviser as its “valuation designee” to perform fair value determinations, subject to certain conditions. Accordingly, the ETF Trust Board has designated First Trust as its valuation designee (the “Valuation Designee”) pursuant to Rule 2a-5 and has directed the Valuation Designee to perform the functions required in Rule 2a-5(a) subject to the requirements of Rule 2a-5(b) on behalf of all portfolio investments of the Acquiring Fund, subject to the ETF Trust Board’s oversight. First Trust has established a pricing committee (the “Pricing Committee”) to assist in the administration of the duties of the Valuation Designee. The Valuation Designee has adopted valuation procedures for the First Trust Funds (the “Valuation Procedures”), a brief summary of which is set forth below.

The Pricing Committee has identified certain portfolio investments that are routinely categorized as having a readily available market quotation. The market value of an investment with a readily available market quotation is typically determined on the basis of official closing prices or last reported sale prices or equivalent price, although this can vary based on investment type and/or the availability of such prices.

The Pricing Committee has also identified certain portfolio investments that are routinely categorized as fair valued investments. In general, for such investments, the Acquiring Fund’s accounting agent will obtain all pricing data for use in valuing such investments from a pricing service provider approved by the Pricing Committee (each, a “Pricing Service Provider”), subject to the oversight of the Pricing Committee. Pricing Service Providers typically value non-exchange-traded instruments utilizing a range of market-based inputs and assumptions. For example, when available, Pricing Service Providers may utilize inputs such as benchmark yields, reported trades, broker-dealer quotes, spreads, and transactions for comparable instruments. In pricing certain instruments, a Pricing Service Provider may consider information about an instrument’s issuer or market activity. Pricing Service Provider valuations of non-exchange-traded instruments generally represent the service’s good faith opinion as to what the holder of an instrument would receive in an orderly transaction for an institutional round lot position under current market conditions. Certain exchange-traded options, such as FLEX Options, are typically valued using a model-based price provided by a Pricing Service Provider.

Portfolio investments trading on foreign exchanges or over-the-counter markets that close prior to the close of the NYSE may be fair valued using a systematic fair valuation model provided by a Pricing Service Provider. If these foreign securities meet certain criteria in relation to the valuation model, their valuation is systematically adjusted to reflect the impact of movement in the U.S. market after the close of certain foreign markets.

If no price is available from a Pricing Service Provider or if the Pricing Committee has reason to question the accuracy or the reliability of a price supplied for a portfolio investment or the use of amortized cost, the Pricing Committee will determine the fair value of such portfolio investment in a manner that it believes most appropriately reflects the fair value of the portfolio investment on the valuation date (a “Special Fair Value Pricing Situation”). In a Special Fair Value Pricing Situation, the Pricing Committee will determine a fair value price subject to the process outlined in the Valuation Procedures and based on a consideration of all available information to the Pricing Committee at the time of the determination.

Additionally, for foreign securities, if an extraordinary market event occurs between the time the last “current” market quotation is available for a security in the Acquiring Fund’s portfolio and the time the Acquiring Fund’s NAV is determined that calls into doubt whether that earlier market quotation represents fair value at the time the Acquiring Fund’s NAV is determined, the Pricing Committee will determine the fair valuation as set forth in the Valuation Procedures.

Fair value represents a good faith approximation of the value of a portfolio investment and is the amount the Acquiring Fund might reasonably expect to receive from the current sale of that investment in an arm’s-length transaction. Valuing the Acquiring Fund’s investments using fair value pricing will result in prices that may differ from current market valuations, if any, and that may not be the prices at which those investments could have been sold during the period in which the particular fair values were used. While the Valuation Procedures and Valuation Designee’s processes are intended to result in the Acquiring Fund’s NAV calculation that fairly reflects the values as of the time of pricing, the fair value determined for a portfolio instrument may be materially different from the value that could be realized upon the sale of that instrument.

Foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar as provided by a Pricing Service Provider. All assets denominated in foreign currencies will be converted into U.S. dollars at the exchange rates in effect at the time of valuation.

Premium/Discount Information Regarding the Acquiring Fund

Information showing the number of days the market price of the Acquiring Fund’s shares was greater (at a premium) and less (at a discount) than the Acquiring Fund’s net asset value for the most recently completed year, and the most recently completed calendar quarters since that year (or life of the Acquiring Fund, if shorter), will be available at https://www.ftportfolios.com/Retail/etf/home.aspx.

GENERAL INFORMATION

Voting Process

This Proxy Statement/Prospectus, along with the Notice of Joint Special Meeting of Shareholders and the proxy card, is being mailed to shareholders of each Target Fund on or about [                   ], 2023. Much of the information is required to be disclosed under rules of the SEC. If there is anything you don’t understand, please contact EQ Fund Solutions LLC, proxy solicitor for the Target Fund, at [(800) 591-8269].

Shareholders of record of each Target Fund as of the close of business on October 23, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments or postponements thereof. If you are unable to attend the Meeting or any adjournment or postponement thereof, the Target Board requests that you vote your shares by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the Internet. On the matters coming before the Meeting as to which a choice has been specified by shareholders on the accompanying proxy card, the shares will be voted accordingly where such proxy card is properly executed and not properly revoked. If a proxy is returned and no choice is specified, the shares will be voted FOR the applicable Proposal. Shareholders who execute proxies or provide voting instructions by telephone or by Internet may revoke them at any time before a vote is taken on the applicable Proposal by filing with the Secretary of the applicable Target Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. A prior proxy can also be revoked prior to its exercise by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Meeting, however, will not revoke any previously submitted proxy. Shareholders who intend to attend the Meeting will need to show valid identification and proof of share ownership to be admitted to the Meeting.

EQ Fund Solutions LLC has been engaged to assist in the solicitation of proxies for the Target Funds. As the date of the Meeting approaches, certain shareholders of a Target Fund may receive a telephone call from a representative of EQ Fund Solutions LLC if their votes have not yet been received. Authorization to permit EQ Fund Solutions LLC to execute proxies may be obtained by telephonic instructions from shareholders of the Target Funds. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Target Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the representative of EQ Fund Solutions LLC is required to ask for each shareholder’s full name and address, or zip code, or both, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to EQ Fund Solutions LLC, then the representative has the responsibility to explain the process, read the applicable Proposal on the proxy card, and ask for the shareholder’s instructions on the applicable Proposal. Although the representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. EQ Fund Solutions LLC will record the shareholder’s instructions on the proxy card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call EQ Fund Solutions LLC immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

Please see the instructions on your proxy card for voting by phone or via the Internet. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions by phone or via the Internet.

Under the By-Laws of each Target Fund, a quorum for the transaction of business is constituted by the presence in person or by proxy of the holders of at least thirty-three and one-third percent (33-1/3%) of the voting power of the outstanding shares of the applicable Target Fund entitled to vote at the Meeting.

Whether or not a quorum is present with respect to a Target Fund, the Chairman of the Meeting may adjourn the Meeting with respect to a Fund from time to time to permit additional solicitation for the Meeting. Upon the motion of the Chairman of the Meeting, the question of adjournment may be submitted to a vote of the applicable Target Fund’s shareholders, in which case, the holders of a majority of the shares of such Target Fund voted in person or by proxy would be required for the adjournment.

Broker-dealer firms holding shares of a Target Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the applicable Proposal. Pursuant to NYSE Rule 452 and other similar rules applicable to broker-dealers, broker-dealers that have not received instructions from a customer prior to the date specified in the broker-dealer’s request for voting instructions generally may not be permitted to deliver uninstructed shares (broker non-votes) and may not vote such customer’s shares on the Proposal(s) being considered at the Meeting.

The affirmative “vote of a majority of the outstanding voting securities” of the applicable Target Fund is required to approve the applicable Proposal as set forth on the cover of this Proxy Statement/Prospectus. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of a Target Fund present at the Meeting, if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of such Target Fund. Abstentions, if any, will have the same effect as a vote against the approval of a Proposal. The Target Funds do not expect to receive any broker non-votes in connection with the Proposals. However, if any broker non-votes are timely received, they would be counted for purposes of determining the quorum at the Meeting for a Target Fund but would not be counted as votes in regard to any Proposal.

Proxy solicitations will be made, beginning on or about [                      ], 2023, primarily by mail, but such solicitations may also be made by telephone or personal interviews conducted by (i) officers of the Target Fund, as applicable; (ii) EQ Fund Solutions LLC, the Target Funds’ proxy solicitor that will provide proxy solicitation services in connection with the Proposals set forth herein; (iii) First Trust Advisors L.P., the investment advisor of the Target Funds and the Acquiring Fund; (iv) EIP, the investment sub-advisor of the Target Funds and the Acquiring Fund; (v) Computershare, Inc., the transfer agent of the Target Funds; or (vi) any affiliates of those entities.

The direct expenses associated with the preparation of the Proposals and of the proxy solicitation activities with respect thereto, including the costs incurred in connection with the preparation of this Proxy Statement/Prospectus and its enclosures, will be paid by the Target Funds. It is estimated that the amount of direct expenses to be incurred will be approximately $[       ].

As of the Record Date, [                   ] shares of FEN were outstanding, [                   ] shares of FEI were outstanding, [                   ] shares of FPL were outstanding, and [                   ] shares of FIF were outstanding. Shareholders of record on the Record Date are entitled to one vote for each share of the applicable Target Fund the shareholder owns.

Share Ownership of the Target Funds and the Acquiring Fund

Based solely on information obtained from filings available on SEC’s EDGAR website, the following table provides information regarding persons who owned beneficially or of record 5% or more of shares of each Target Fund as of [ ], 2023. Neither, First Trust, EIP, nor the Target Funds have any knowledge regarding the identities of the ultimate beneficiaries of any of the shares referenced below.

As of [         ], 2023, the trustees and officers of each Target Fund beneficially owned shares of the applicable Target Fund in an aggregate amount less than 1% of such Target Fund’s outstanding shares.

As of the date of this Proxy Statement/Prospectus, no shares of the Acquiring Fund have been issued.

Shareholder Proposals

In order to nominate persons to the Target Board, or to present any other permitted proposal for action by shareholders at an annual meeting of shareholders, a shareholder must comply with any requirements under applicable law (including without limitation the proxy rules under the 1934 Act) and the requirements of the applicable Target Fund’s By-Laws. Each Target Fund’s By-Laws provide, among other requirements, that a proposing shareholder be entitled to vote on the proposal and that timely written notice which includes the information required by the By-Laws must be provided to the Secretary of the applicable Target Fund. In order to be considered timely, unless a greater or lesser period is required under applicable law, the shareholder notice must be delivered to or mailed and received at the applicable Target Fund’s principal executive offices, Attn: W. Scott Jardine, Secretary, not less than one hundred and five (105) days nor more than one hundred and twenty (120) days prior to the first anniversary date of the date the applicable Target Fund’s proxy statement was released to shareholders for the preceding year’s annual meeting. However, if and only if an annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given as described above not more than one hundred and twenty (120) days prior to such Other Annual Meeting Date and not less than the close of business on the later of (i) the date one hundred and five (105) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed. Timely submission of a proposal does not mean that such proposal will be included in applicable Target Fund’s proxy statement. Each Target Fund’s proxy materials were mailed to shareholders on or about [March 17], 2023, and the annual meeting of the Target Funds was held on April 17, 2023. Shareholders should consult each Target Fund’s By-Laws, available at [                    ], for more information about the requirements for shareholder proposals.

To be considered for presentation at the Target Funds’ 2024 annual meeting, if any, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act, must have been received at the offices of the Target Fund at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, no later than [November 20], 2023. However, if the Mergers are approved, the Target Funds will be dissolved and will no longer hold annual meetings of shareholders.

As a general matter, the Acquiring Fund is not required to, and does not intend to hold, regular annual and special meetings of shareholders.

Shareholder Communications

Target Fund shareholders who would like to communicate with the Target Board or any individual trustee should write to the attention of Scott Jardine, Secretary of each Target Fund, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. The letter should indicate that you are a shareholder of one of the Target Funds. If the communication is intended for a specific trustee and so indicates, it will be sent only to that trustee. If a communication does not indicate a specific trustee, it will be sent to the lead independent trustee and the outside counsel to the independent trustees for further distribution as deemed appropriate by such persons.

Fiscal Year

The fiscal year end for FEN and FIF is November 30. The fiscal year end for FEI and FPL is October 31. The fiscal year end for the Acquiring Fund is November 30.

Annual Report Delivery

Annual reports to shareholders of record of the Acquiring Fund and, if the Mergers are not consummated, to shareholders of the Target Funds, will be sent following the applicable Fund’s next fiscal year end. The Target Funds will furnish, without charge, a copy of their annual reports and/or semi-annual reports as available upon request. Such written or oral requests should be directed to the applicable Target Fund at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or by calling [                ]. As the Acquiring Fund has not yet commenced operations it does not yet have an annual or semi-annual report.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on [               ], 2024

The Proxy Statement/Prospectus is available at [                    ]. For more information, shareholders of each Target Fund may also contact the applicable Target Fund at the address and phone number set forth above.

Please note that only one annual report or proxy statement may be delivered to two or more shareholders of each Target Fund who share an address, unless such Target Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, 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 applicable Fund at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.

Other Information

A list of shareholders of each Target Fund entitled to be present and to vote at the Meeting will be available at the offices of First Trust, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder of the applicable Target Fund during regular business hours beginning two days after the date of the Notice of Joint Special Meeting of Shareholders included with this Proxy Statement/Prospectus and continuing through the Meeting.

The Meeting, with respect to one or more Funds, whether a quorum is present or not with respect to such Fund or Funds, may be adjourned from time to time by the Chairman of the meeting or by vote of the majority of the shares of such Fund or Funds represented at the Meeting, either in person or by proxy, to permit further solicitation of proxies.

OTHER MATTERS TO COME BEFORE THE MEETING

No business other than the matters described above is expected to come before the Meeting. However, should any other matter requiring a vote of shareholders properly come before the Meeting in accordance with a Target Fund’s By-Laws, including any question as to an adjournment or postponement of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the applicable Target Fund.

It Is Important That Proxies Be Returned Promptly. Shareholders Who Do Not Expect To Attend The Meeting Are Therefore Urged To Complete, Sign, Date And Return The Proxy Card As Soon As Possible In The Enclosed Postage-Paid Envelope.

If You Need Any Assistance Or Have Any Questions Regarding The Proposal Applicable to You Or How To Vote Your Shares, Call EQ Fund Solutions LLC at [(800) 591-8269 Weekdays From 9:00 a.m. To 10:00 p.m. Eastern Time.]

EXHIBIT A

FORM OF AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of this [           ] day of [              ], [2024] by and among First Trust Exchange-Traded Fund VIII, a Massachusetts business trust (the “Trust”), on behalf of its series, FT Energy Income Partners Enhanced Income ETF (the “Acquiring Fund”), First Trust [                ] Fund, a Massachusetts business trust (the “Target Fund”), and [                           ], a Massachusetts limited liability company and a direct, wholly-owned subsidiary of the Acquiring Fund (the “Merger Sub”). The Acquiring Fund and the Merger Sub may be referred to herein together as the “Acquiring Fund Parties.” The Acquiring Fund and the Target Fund may be referred to herein as a “Fund” and, collectively, as the “Funds.”

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder.

The reorganization of the Target Fund will consist of the merger of the Target Fund with and into the Merger Sub pursuant to which shares of the Target Fund will be converted into newly issued common shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”) as provided herein, all upon the terms and conditions set forth in this Agreement (the “Merger”).

WHEREAS, the Acquiring Fund is a series of the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Target Fund is a closed-end management investment company registered under the 1940 Act; and

WHEREAS, the Merger Sub currently has no assets and has carried on no business activities prior to the date first shown above and will have de minimis assets and will carry on no business activities prior to the consummation of the transactions described herein, other than as necessary to complete the transactions contemplated hereby; and

WHEREAS, the Acquiring Fund is authorized to issue the Acquiring Fund Shares.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

MERGER

1.1 MERGER. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, and in accordance with Massachusetts law, at the Effective Time (as defined in Section 1.1(e)), the Target Fund shall be merged with and into the Merger Sub, the separate existence of the Target Fund shall cease and the Merger Sub shall be the surviving company in the Merger (sometimes referred to herein as the “Surviving Company”) in accordance with applicable law and shall continue as a wholly-owned subsidiary of the Acquiring Fund. The separate limited liability company existence of the Merger Sub shall continue unaffected and unimpaired by the Merger and, as the Surviving Company, it shall be governed by Massachusetts law.

(a) At the Effective Time, as a result of the Merger and without any action on the part of the holder of any shares of the Target Fund:

(i) Each common share of beneficial interest of the Target Fund issued and outstanding immediately prior to the Effective Time (collectively, the “Target Fund Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the number of Acquiring Fund Shares provided for in Section 2.3 (with cash being distributed in lieu of fractional Acquiring Fund Shares as set forth in Section 2.3); and

(ii) The membership interests in the Merger Sub issued and outstanding immediately prior to the Effective Time shall remain unchanged as a result of the Merger and shall remain as the only issued and outstanding membership interests of the Surviving Company.

(b) The certificate of organization of the Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of organization of the Surviving Company (the “Certificate of Organization”), unless and until amended in accordance with its terms and applicable law. The operating agreement of the Merger Sub in effect immediately prior to the Effective Time shall be the operating agreement of the Surviving Company (the “LLC Agreement”), unless and until amended in accordance with its terms and applicable law.

(c) At the Effective Time, the Merger Sub shall continue in existence as the Surviving Company, and without any further action being required, shall succeed to and possess all of the rights, privileges and powers of the Target Fund, and all of the assets and property of whatever kind and character of the Target Fund shall vest in the Merger Sub without further act or deed. The Merger Sub, as the Surviving Company, shall be liable for all of the liabilities and obligations of the Target Fund, and any claim or judgment against the Target Fund may be enforced against the Merger Sub, as the Surviving Company, in accordance with applicable law.

(d) The Acquiring Fund will distribute (either directly or through an agent) Acquiring Fund Shares to shareholders of the Target Fund (collectively, “Target Fund Shareholders”) upon the conversion of their Target Fund Shares by opening shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the shareholders of the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time (as defined in Section 2.1). Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent, and the Acquiring Fund will not issue certificates representing Acquiring Fund Shares in connection with the Merger, except for any global share certificate or certificates required by a securities depository in connection with the establishment of book-entry ownership of the Acquiring Fund Shares. All Acquiring Fund Shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.

(e) Upon the terms and subject to the conditions of this Agreement, each of the Target Fund and the Merger Sub shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of the Commonwealth of Massachusetts in accordance with Massachusetts law. The Merger shall become effective at such time as the Certificate of Merger is duly filed, or at such subsequent date or time as the Acquiring Fund Parties and the Target Fund shall agree and specify in the Certificate of Merger (the “Effective Time”).

(f) If requested by the Acquiring Fund, the Target Fund agrees, prior to the Closing Date (as defined in Section 3.1), to dispose of assets that do not conform to the Acquiring Fund’s investment objectives, policies and restrictions. In addition, if it is determined that the Target Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date (as defined in Section 3.1). Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board of Trustees of the Target Fund (the “Target Fund Board”) or First Trust Advisors L.P. (“First Trust Advisors”), the investment adviser to the Target Fund, such disposition would adversely affect the status of the Merger as a “reorganization” as such term is used in Section 368(a) of the Code or would otherwise not be in the best interests of the Target Fund.

1.2 DISSOLUTION, LIQUIDATION AND TERMINATION. As soon as practicable after the Effective Time, the Merger Sub shall be dissolved and the Acquiring Fund will assume all of the Merger Sub’s liabilities and obligations, known and unknown, contingent or otherwise, whether or not determinable, and the Merger Sub will distribute to the Acquiring Fund, which will be the sole member of the Merger Sub at such time, all of the assets of the Merger Sub in complete liquidation of the Acquiring Fund’s interest in the Merger Sub in accordance with a Plan of Dissolution adopted by the Merger Sub.

1.3 INITIAL SHAREHOLDER APPROVALS. Prior to the Effective Time, First Trust Advisors and/or its affiliate will acquire one or more Acquiring Fund Shares at the net asset value set forth in Section 2.2 and, as the initial shareholder(s) of the Acquiring Fund, will (a) approve the advisory agreement with First Trust Advisors with respect to the Acquiring Fund, in the form described in the Registration Statement (as defined in Section 5.6); (b) approve the sub-advisory agreement between First Trust Advisors and Energy Income Partners, LLC, in the form described in the Registration Statement; and (c) approve any other matter for which shareholder approval may be required.

1.4 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the Target Fund’s shares on the books of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.5 REPORTING. Any reporting responsibility of the Target Fund, including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”) or other regulatory authority, any national securities exchange on which the Target Fund’s shares are listed or any state securities commission and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund or its duly appointed agent.

1.6 BOOKS AND RECORDS. The Target Fund shall have arranged for the availability prior to, and the transfer as soon as practicable following, the Closing Date to the Acquiring Fund, or its designated agent, of the Target Fund’s books and records required to be maintained under the 1940 Act, and the rules and regulations thereunder.

ARTICLE II

VALUATION

2.1 VALUATION OF TARGET FUND SHARES. The net asset value per Target Fund Share shall be computed as of the close of regular trading on the New York Stock Exchange on the business day immediately prior to the Closing Date (such time and date being hereinafter called the “Valuation Time”), using the valuation procedures of the First Trust funds or such other valuation procedures as shall be mutually agreed upon by the parties (and approved by the Target Fund Board and the Board of Trustees of the Trust (the “Trust Board”)).

2.2 VALUATION OF ACQUIRING FUND SHARES. The net asset value per Acquiring Fund Share shall be the net asset value computed as of the Valuation Time, using the valuation procedures of the First Trust funds.

2.3 SHARES TO BE ISSUED. As of the Effective Time, each Target Fund Share outstanding immediately prior to the Effective Time shall be converted into a number of Acquiring Fund Shares equal to the net asset value per share of the Target Fund determined in accordance with Section 2.1 divided by the net asset value of an Acquiring Fund Share determined in accordance with Section 2.2. The aggregate net asset value of Acquiring Fund Shares received by the Target Fund Shareholders in the Merger (including any fractional share interests to which they would be entitled) will equal, as of the Valuation Time, the aggregate net asset value of the Target Fund Shares held by such Target Fund Shareholders as of such time. No fractional Acquiring Fund Shares will be distributed to Target Fund Shareholders and, in lieu of such fractional shares, Target Fund Shareholders will receive cash. In the event Target Fund Shareholders would be entitled to receive fractional Acquiring Fund Shares, the Acquiring Fund’s transfer agent will aggregate such fractional common shares and sell the resulting whole shares on the national securities exchange on which such shares are listed for the account of all such Target Fund Shareholders, and each such Target Fund Shareholder will be entitled to a pro rata share of the proceeds from such sale. With respect to the aggregation and sale of fractional Acquiring Fund Shares, the Acquiring Fund’s transfer agent will act directly on behalf of the Target Fund Shareholders entitled to receive fractional shares and will accumulate such fractional shares, sell the shares and distribute the cash proceeds net of brokerage commissions, if any, directly to Target Fund Shareholders entitled to receive the fractional shares (without interest and subject to withholding taxes).

2.4 EFFECT OF SUSPENSION IN TRADING. In the event that at the Valuation Time an accurate appraisal of the value of the net assets of either the Target Fund or the Acquiring Fund is impracticable due to either: (a) the closure of, or the imposition of a trading restriction on, the national securities exchange on which shares of such Fund are listed or another securities exchange on which the portfolio securities of such Fund are purchased or sold; or (b) a disruption in trading or the reporting of trading on the national securities exchange on which shares of such Fund are listed or elsewhere, the Closing Date shall be postponed until at least the first business day after the day when trading is fully resumed and/or reporting is restored or such later time as the parties may agree pursuant to Section 3.1.

2.5 COMPUTATIONS OF NET ASSETS. All computations of net asset value in this Article II (other than Section 2.2) shall be made by or under the direction of the Target Fund’s fund accountant in accordance with its regular practice as the fund accountant of the Target Fund.

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. The closing of the Merger (the “Closing”) shall occur on [                    ] or such other date as the parties may agree (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of 7:59 a.m. Central time on the Closing Date. The Closing shall be held as of 7:59 a.m. Central time at the offices of Chapman and Cutler LLP in Chicago, Illinois or at such other time and/or place as the parties may agree.

3.2 CUSTODIAN’S CERTIFICATE. The Target Fund shall cause its custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer identifying all of the Target Fund’s portfolio securities, investments, cash, and any other assets as of the Valuation Time and stating that the Target Fund’s portfolio securities, investments, cash, and any other assets shall have been delivered in proper form to constitute good delivery thereof to the Acquiring Fund’s custodian on behalf of the Acquiring Fund on the Closing Date.

3.3 CERTIFICATES OF TRANSFER AGENT.

(a) The Target Fund shall issue and deliver or cause its transfer agent to issue and to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer setting forth the number of Target Fund Shares outstanding as of the Valuation Time and stating that its records contain the names and addresses of all holders of common shares of the Target Fund and the number and percentage ownership of outstanding common shares owned by each such Target Fund Shareholder immediately prior to the Closing.

(b) The Acquiring Fund shall issue and deliver or cause its transfer agent to issue and deliver to the Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the shareholders of the Target Fund or provide evidence satisfactory to the Target Fund that such Acquiring Fund Shares have been credited to the account of the shareholders of the Target Fund on the books of the Acquiring Fund.

3.4 DELIVERY OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other parties such bills of sale, checks, assignments, assumptions of liability, share certificates, opinions, receipts and other documents or instruments, if any, as such other parties or their counsel may reasonably request to effect the transactions contemplated by this Agreement. The Target Fund shall, from time to time, as and when reasonably requested by the Acquiring Fund or the Merger Sub, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the Acquiring Fund or the Merger Sub may reasonably deem necessary or desirable in order to vest and confirm the Merger Sub’s or, after the liquidation of the Merger Sub, the Acquiring Fund’s title to and possession of all of the assets of the Target Fund and to otherwise carry out the intent and purpose of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE TARGET FUND. The Target Fund represents and warrants as follows:

(a) The Target Fund is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

(b) The Target Fund is registered as a closed-end management investment company under the 1940 Act, and such registration is in full force and effect.

(c) The Target Fund is not, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result, in violation of any provision of the Target Fund’s Declaration of Trust or By-Laws, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Target Fund is a party or by which it is bound.

(d) There are no contracts outstanding to which the Target Fund is a party that have not been disclosed in writing to the Acquiring Fund. Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, the Target Fund has no material contracts or other commitments that will be terminated with liability to it on or before the Closing.

(e) No litigation, administrative proceeding, or investigation of or before any court or governmental body presently is pending or to its knowledge threatened against the Target Fund or any of its properties or assets, which, if adversely determined, would result in liability on the part of the Target Fund other than as have been disclosed to the Acquiring Fund. The Target Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(f) The financial statements of the Target Fund as of [                         ], and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles and have been audited by an independent registered public accounting firm, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of [                         ], and there are no known liabilities, contingent or otherwise, of the Target Fund as of such date that are not disclosed in such statements.

(g) [The unaudited semi-annual financial statements of the Target Fund as of [                        ], and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of [                ], and there are no known liabilities, contingent or otherwise, of the Target Fund as of such date that are not disclosed in such statements.]

(h) Since the date of the financial statements referred to in [subsection (g)] above, there have been no material adverse changes in the Target Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no liabilities of a material nature, contingent or otherwise, of the Target Fund arising after such date. Before the Closing Date, the Target Fund will advise the Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to [                 ], whether or not incurred in the ordinary course of business. For the purposes of this [subsection (h)], a decline in the net asset value of the Target Fund shall not constitute a material adverse change.

(i) All federal, state, local and other tax returns and reports of the Target Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Target Fund required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof and any such unpaid taxes as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Target Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Target Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Target Fund.

(j) The authorized capital of the Target Fund consists of an unlimited number of common shares of beneficial interest, par value $0.01 per share. All issued and outstanding shares of the Target Fund are duly and validly issued, fully paid and non-assessable by the Target Fund (recognizing that under Massachusetts law, Target Fund Shareholders, under certain circumstances, could be held personally liable for the obligations of the Target Fund). All of the issued and outstanding shares of the Target Fund will, at the time of the Closing, be held by the persons and in the amounts set forth in the records of the Target Fund’s transfer agent as provided in Section 3.3. The Target Fund has no outstanding preferred shares, options, warrants or other rights to subscribe for or purchase any shares of the Target Fund, and has no outstanding securities convertible into shares of the Target Fund.

(k) At the Closing, the Target Fund will have good and marketable title to the Target Fund’s assets held immediately prior to the Effective Time, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder free and clear of any liens or encumbrances, except those liens and encumbrances to which the Acquiring Fund Parties have received written notice and have not objected, and the Merger Sub will acquire all rights of the Target Fund thereto.

(l) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Target Fund, including the determinations of the Target Fund Board required by Rule 17a-8(a) under the 1940 Act. Subject to approval by its shareholders, this Agreement constitutes a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(m) The information to be furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(n) From the effective date of the Registration Statement (as defined in Section 5.6) through the time of the meeting of shareholders of the Target Fund described in Section 5.2 and on the Closing Date, any written information furnished by the Target Fund with respect to the Target Fund for use in the Registration Statement, and any supplement or amendment thereto or to the documents included or incorporated by reference therein, or any other materials provided in connection with the Merger, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(o) No consent, approval, authorization, or order of any court, governmental authority, or any stock exchange on which shares of the Target Fund are listed is required for the consummation by the Target Fund of the transactions contemplated herein, except such as have been or will be obtained.

(p) [For each taxable year of its operations (including the taxable year ending on the Closing Date), the Target Fund (i) has elected to qualify, and has qualified or will qualify (in the case of the short taxable year ending on the Closing Date), as a “regulated investment company” under Subchapter M of the Code (a “RIC”); (ii) has been eligible to compute and has computed its federal income tax under Section 852 of the Code, and on or prior to the Closing Date will have declared a distribution with respect to all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code and its net capital gain (after reduction for any available capital loss carryforward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code) (as such terms are defined in the Code) that has accrued or will accrue on or prior to the Closing Date; and (iii) has been, and will be (in the case of the short taxable year ending on the Closing Date), treated as a separate corporation for federal income tax purposes. The Target Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Target Fund to fail to qualify as a RIC. Prior to the Closing, the Target Fund will have had no earnings and profits accumulated in any taxable year to which the provisions of Part I of Subchapter M of the Code did not apply to it. Immediately before the Closing, the Target Fund will meet the requirements of Section 368(a)(2)(F)(ii) of the Code. The Target Fund has a valid business purpose for undertaking the transaction.]

[For each taxable year of its operations (including the taxable year ending on the Closing Date), the Target Fund has been, and will be (in the case of the short taxable year ending on the Closing Date), treated as a corporation for federal income tax purposes. Prior to the Closing, the Target Fund will have distributed all of its earnings and profits attributable to any taxable year to which the provisions of Part I of Subchapter M of the Code did not apply to it. The net assets of the Target Fund are sufficient to distribute all of the earnings and profits recognized by the Target Fund either as a result of the Merger or as a result of an election by the Acquiring Fund under Section 1.337(d)-7(c) of the Treasury Regulations. Immediately before the Closing, the Target Fund will meet the requirements of Section 368(a)(2)(F)(ii) of the Code. The Target Fund has a valid business purpose for undertaking the transaction.]

4.2 REPRESENTATIONS OF THE ACQUIRING FUND PARTIES. Each of the Trust, on behalf of the Acquiring Fund, and the Merger Sub, as applicable, represents and warrants as follows:

(a) The Trust is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

(b) The Acquiring Fund is a separate series of the Trust, duly authorized in accordance with the applicable provisions of the Trust’s Declaration of Trust.

(c) The Merger Sub is a limited liability company, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

(d) The Trust is registered as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.

(e) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in violation of the Trust’s Declaration of Trust or By-Laws, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.

(f) The Merger Sub is not, and the execution, delivery and performance of this Agreement will not result, in violation of the Merger Sub’s Certificate of Organization or LLC Agreement.

(g) No litigation, administrative proceeding or investigation of or before any court or governmental body presently is pending or to its knowledge threatened against the Acquiring Fund or the Merger Sub or any of their properties or assets (if any), which, if adversely determined, would result in liability on the part of the Acquiring Fund or the Merger Sub, other than as have been disclosed to the Target Fund. The Acquiring Fund and the Merger Sub know of no facts that might form the basis for the institution of such proceedings and neither is a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(h) The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest. The Acquiring Fund has no outstanding shares as of the date hereof and as of the Closing except for the initial share(s) contemplated by Section 1.3, and has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund; and has no outstanding securities convertible into shares of the Acquiring Fund.

(i) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund and the Merger Sub, including the determinations of the Trust Board required pursuant to Rule 17a-8(a) under the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund and Merger Sub, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(j) The Acquiring Fund Shares to be issued and delivered pursuant to the terms of this Agreement will, at the Closing, have been duly authorized. When so issued and delivered, such Acquiring Fund Shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund).

(k) The information to be furnished by the Acquiring Fund and the Merger Sub for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(l) From the effective date of the Registration Statement (as defined in Section 5.6) through the time of the meeting of shareholders of the Target Fund described in Section 5.2 and on the Closing Date, any written information furnished by the Acquiring Fund and the Merger Sub with respect to the Acquiring Fund and the Merger Sub for use in the Registration Statement, and any supplement or amendment thereto or to the documents included or incorporated by reference therein, or any other materials provided in connection with the Merger, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund or the Merger Sub of the transactions contemplated herein, except such as have been or will be obtained.

(n) The Acquiring Fund (i) has timely filed a valid election to be treated as an association taxable as a corporation for federal income tax purposes effective as of [                  ] and such election will be effective at all times through and including the Closing Date; (ii) will elect to be taxed as a RIC and will qualify for the tax treatment afforded RICs under Subchapter M of the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years; (iii) will be eligible to compute its federal income tax under Section 852 of the Code for its taxable year that includes the Closing Date; and (iv) will be treated as a separate corporation for federal income tax purposes for the taxable year that includes the Closing Date. The Acquiring Fund Parties have not taken any action, caused any action to be taken or caused any action to fail to be taken, which action or failure could cause the Acquiring Fund to fail to qualify as a RIC. Prior to the Closing, the Acquiring Fund will have had no earnings and profits accumulated in any taxable year. The Acquiring Fund has a valid business purpose for undertaking the transaction. The Acquiring Fund is in the same line of business as the Target Fund. Following the Merger, the Acquiring Fund will either (i) continue such line of business with no plan or intention to change such line of business (and the Acquiring Fund did not enter into such line of business as part of the plan of reorganization) or (ii) use at least one-third of the Target Fund’s historic business assets in its business and has no plan or intention to sell any of such one-third of the Target Fund’s historic business assets other than in the ordinary course of conducting the Acquiring Fund’s trade or business.

(o) All of the issued and outstanding membership interests in the Merger Sub are, and at the Effective Time and on the Closing Date will be, owned by the Acquiring Fund, as the sole member of the Merger Sub, and there are (i) no other membership interests or voting securities of the Merger Sub, (ii) no securities of the Merger Sub convertible into membership interests or voting securities of the Merger Sub and (iii) no options or other rights to acquire from the Merger Sub, and no obligations of the Merger Sub to issue, any membership interests, voting securities or securities convertible into membership interests or voting securities of the Merger Sub.

(p) Since the date of its organization, the Merger Sub has been disregarded as an entity separate from its owner within the meaning of Section 301.7701-3 of the Treasury Regulations. The Merger Sub has not elected, and will not elect, to be classified, with effect as of or prior to the liquidation of the Merger Sub, as an association taxable as a corporation pursuant to Section 301.7701-3 of the Treasury Regulations.

(q) The Merger Sub has no assets and will have no more than de minimis assets as of the Closing Date. The Merger Sub has engaged in no activities other than as necessary to consummate the transactions contemplated hereunder.

ARTICLE V

COVENANTS OF THE FUNDS AND MERGER SUBSIDIARY

5.1 OPERATION IN ORDINARY COURSE. Subject to Sections 1.1(f), and 8.6, each of the Target Fund and the Acquiring Fund will operate its respective business in the ordinary course from the date of this Agreement through the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, and any other distribution necessary or desirable to avoid federal income or excise taxes.

5.2 APPROVAL OF SHAREHOLDERS. The Target Fund will call a meeting of its shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3 ADDITIONAL INFORMATION. The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares.

5.4 FURTHER ACTION. Subject to the provisions of this Agreement, each Fund and the Merger Sub will take or cause to be taken all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.5 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within 60 days after the Closing Date, the Target Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund and which shall be certified by the Target Fund’s Controller or Treasurer, a statement of the earnings and profits of the Target Fund for federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers, that will be carried over to the Acquiring Fund pursuant to Section 381 of the Code.

5.6 PREPARATION OF REGISTRATION STATEMENT AND PROXY MATERIALS. The Trust will prepare and file with the Commission a registration statement on Form N-14 relating to the Acquiring Fund Shares to be issued to Target Fund Shareholders (the “Registration Statement”). The Registration Statement shall include a proxy statement of the Target Fund and, if necessary, the Acquiring Fund and a prospectus of the Acquiring Fund relating to the transactions contemplated by this Agreement. The Registration Statement shall be in compliance with the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended, and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the Registration Statement, including the proxy statement and related materials (the “Proxy Materials”) for inclusion therein, in connection with the meetings of the respective Fund’s shareholders to consider, as applicable, the approval of this Agreement and the transactions contemplated herein.

5.7 REGULATORY APPROVALS. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, the listing rules of the New York Stock Exchange or another national securities exchange and such of the state “blue sky” or securities laws as it may deem appropriate in order to consummate the transactions hereunder.

5.8 TAX STATUS OF REORGANIZATION. The intention of the parties is that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. None of the Target Fund, the Acquiring Fund or the Merger Sub shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return), that is inconsistent with such treatment or that results in the failure of the transaction to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. At or prior to the Closing, the parties to this Agreement will take such action, or cause such action to be taken, as is reasonably necessary to enable counsel to render the tax opinion contemplated in Section 8.9.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

The obligations of the Target Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions:

6.1 All representations and warranties of the Acquiring Fund Parties contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made on and as of the Closing. The Acquiring Fund shall have delivered to the Target Fund a certificate executed in the Acquiring Fund’s name by the Trust’s (i) President or Vice President and (ii) Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to such effect and as to such other matters as the Target Fund shall reasonably request.

6.2 The Acquiring Fund Parties shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND PARTIES

The obligations of the Acquiring Fund Parties to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions:

7.1 All representations and warranties of the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made on and as of the Closing. The Target Fund shall have delivered to the Acquiring Fund on the Closing a certificate executed in the Target Fund’s name by the Target Fund’s (i) President or Vice President and (ii) Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

7.2 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing.

7.3 The Target Fund shall have delivered to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Treasurer of the Target Fund.

7.4 Prior to the Valuation Time, the Target Fund will have declared the dividend or dividends contemplated by Section 8.5.

7.5 The Target Fund shall have delivered such records, agreements, certificates, instruments and such other documents as the Acquiring Fund Parties shall reasonably request.

7.6 Unless otherwise directed by First Trust Advisors, all contracts of the Target Fund except as set forth on Schedule 7.6 will be terminated with respect to the Target Fund as of or prior to the Closing.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT

The obligations of the Target Fund and the Acquiring Fund Parties to consummate the transactions under this Agreement are subject to the fulfillment (or waiver by the affected parties) of the following conditions precedent:

8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Declaration of Trust and By-Laws. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the condition set forth in this Section 8.1.

8.2 The Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained.

8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 [The Target Fund shall have declared prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward and excluding any net capital gain on which such Target Fund paid tax under Section 852(b)(3)(A) of the Code). Prior to the Closing, to the extent such dividend or dividends are not paid prior to the Closing, the Target Fund shall establish an escrow account and set aside assets in the amount of such dividend or dividends in such escrow account to be held solely for the benefit of Target Fund Shareholders as of the record date for such dividend or dividends and such dividends shall be paid as previously authorized by the Target Fund Board. The Target Fund shall not have any rights with respect to the assets held in such escrow account.]

[The Target Fund shall have declared prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s earnings and profits for all taxable periods ending on or before the Closing Date. Prior to the Closing, to the extent such dividend or dividends are not paid prior to the Closing, the Target Fund shall establish an escrow account and set aside assets in the amount of such dividend or dividends in such escrow account to be held solely for the benefit of Target Fund Shareholders as of the record date for such dividend or dividends and such dividends shall be paid as previously authorized by the Target Fund Board. The Target Fund shall not have any rights with respect to the assets held in such escrow account.]

8.6 A Certificate of Merger shall have been filed with, and accepted by, the Secretary of the Commonwealth of Massachusetts.

8.7 The Target Fund shall have received on the Closing Date an opinion from Chapman and Cutler LLP and/or Morgan, Lewis & Bockius LLP, dated as of the Closing Date, substantially to the effect that:

(a) The Trust has been formed as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust to carry on its business as presently conducted, in accordance with the description thereof in the Registration Statement.

(b) The Merger Sub has been formed as a limited liability company and is existing under the laws of the Commonwealth of Massachusetts.

(c) The Trust is registered as an open-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect.

(d) Assuming that the Acquiring Fund Shares will be issued in accordance with the terms of this Agreement, the Acquiring Fund Shares to be issued and delivered to the Target Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued, fully paid and non-assessable, except that, as described in the Registration Statement, shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations, and no shareholder of the Acquiring Fund has, as such holder, any preemptive rights to acquire, purchase or subscribe for any securities of the Acquiring Fund under the Trust’s Declaration of Trust, By-Laws or Massachusetts law.

(e) The Registration Statement is effective and, to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued.

(f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Acquiring Fund or Merger Sub of the transactions contemplated herein, except as have been obtained.

(g) The execution and delivery of this Agreement by the Acquiring Fund and Merger Sub, did not, and the consummation by the Acquiring Fund and Merger Sub of the transactions contemplated herein will not, violate the Trust’s Declaration of Trust or By-Laws or Merger Sub’s Certificate of Organization or LLC Agreement, respectively.

Insofar as the opinions expressed above relate to or are dependent upon matters that are governed by the laws of the Commonwealth of Massachusetts, Chapman and Cutler LLP may rely on the opinions of Morgan, Lewis & Bockius LLP.

8.8 The Acquiring Fund shall have received on the Closing Date an opinion from Chapman and Cutler LLP and/or Morgan, Lewis & Bockius LLP, dated as of the Closing Date, substantially to the effect that:

(a) The Target Fund has been formed as a voluntary association with transferable shares of beneficial interest commonly referred to as a “Massachusetts business trust,” and is existing under the laws of the Commonwealth of Massachusetts and, to such counsel’s knowledge, has the power as a business trust to carry on its business as presently conducted, in accordance with the description thereof in the Registration Statement.

(b) The Target Fund is registered as a closed-end management investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect.

(c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Target Fund of the transactions contemplated herein, except as have been obtained.

(d) To the knowledge of such counsel, the Target Fund has the power under its Declaration of Trust as a Massachusetts business trust to merge with and into the Merger Sub as contemplated by this Agreement.

(e) The execution and delivery of this Agreement by the Target Fund, did not, and the consummation by the Target Fund of the transactions contemplated herein will not, violate the Target Fund’s Declaration of Trust or By-Laws (assuming the requisite approval of the Target Fund’s shareholders has been obtained in accordance with its Declaration of Trust and By-Laws).

Insofar as the opinions expressed above relate to or are dependent upon matters governed by the laws of the Commonwealth of Massachusetts, Chapman and Cutler LLP may rely on the opinions of Morgan, Lewis & Bockius LLP.

8.9 The Funds shall have received on the Closing Date an opinion of Chapman and Cutler LLP addressed to the Acquiring Fund and the Target Fund substantially to the effect that for federal income tax purposes:

(a) The Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Merger.

(b) No gain or loss will be recognized by the Acquiring Fund or the Merger Sub upon the Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws or upon the liquidation of the Merger Sub.

(c) No gain or loss will be recognized by the Target Fund upon the Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws.

(d) No gain or loss will be recognized by the Target Fund Shareholders upon the conversion of their Target Fund Shares solely into Acquiring Fund Shares in the Merger of the Target Fund with and into the Merger Sub pursuant to applicable state laws or upon the liquidation of the Merger Sub, except to the extent the Target Fund Shareholders receive cash pursuant to the Merger.

(e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Merger (including any fractional Acquiring Fund Share to which a Target Fund Shareholder would be entitled) will be the same as the aggregate basis of the Target Fund Shares that were converted into such Acquiring Fund Shares. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder (including any fractional Acquiring Fund Share to which a Target Fund Shareholder would be entitled) will include the period during which the Target Fund Shares that were converted into such Acquiring Fund Shares were held by such shareholder, provided such Target Fund Shares are held as capital assets at the time of the Merger.

(f) The basis of the Target Fund’s assets received by the Merger Sub in the Merger will be the same as the basis of such assets in the hands of the Target Fund immediately before the Merger. The holding period of the assets of the Target Fund received by the Merger Sub in the Merger will include the period during which those assets were held by the Target Fund.

(g) The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

No opinion will be expressed as to (1) the effect of the Merger on the Target Fund, the Acquiring Fund or any Target Fund Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year (or on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Such opinion shall be based on reasonable assumptions and such representations as Chapman and Cutler LLP may request of the Funds and the Merger Sub. The Target Fund and the Acquiring Fund Parties will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Section 8.9.

ARTICLE IX

EXPENSES

9.1 The Target Fund will pay the expenses incurred by each Fund in connection with the Merger regardless of whether or not the Merger is consummated. Merger-related expenses include, without limitation: (a) expenses associated with the preparation and filing of the Registration Statement and other Proxy Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by the Funds; (f) solicitation costs; and (g) other related administrative or operational costs. For the purposes of this Section 9.1, Merger-related expenses do not include commissions or other transaction costs in connection with any repositioning of the portfolio of the Target Fund in connection with the Merger, and the Target Fund will bear such costs.

9.2 Each party represents and warrants to the other parties that there is no person or entity entitled to receive any broker’s fees or similar fees or commission payments in connection with structuring the transactions provided for herein.

9.3 Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Target Fund or the Acquiring Fund, as the case may be, as a RIC under the Code.

ARTICLE X

ENTIRE AGREEMENT

The parties agree that no party has made to any other party any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between and among the parties.

ARTICLE XI

TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of the parties, and such termination may be effected by the President or Vice President of the Trust or the Target Fund, without further action by the Trust Board or the Target Fund Board. In addition, this Agreement may be terminated at or before the Closing Date due to:

(a) a breach by the non-terminating party of any representation, or warranty, or agreement to be performed at or before the Closing, if not cured within 30 days of the breach and prior to the Closing;

(b) a condition precedent to the obligations of the terminating party that has not been met or waived and it reasonably appears that it will not or cannot be met; or

(c) a determination by the Trust Board or the Target Fund Board that the consummation of the transactions contemplated herein is not in the best interests of its respective Fund involved in the transactions contemplated by this Agreement.

11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Trust, the Acquiring Fund Parties or the Target Fund.

ARTICLE XII

AMENDMENTS

12.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Target Fund and the officers of the Trust, subject to the prior review of each such party’s counsel and the authorization of the Trust Board and the Target Fund Board; provided, however, that following the receipt of the approval described in Section 5.2 of this Agreement by shareholders of the Target Fund, no such amendment, modification or supplement may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Target Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW;
ASSIGNMENT; LIMITATION OF LIABILITY

13.1 The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, and no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5 All parties hereto are expressly put on notice of the Declaration of Trust of the Trust and the Declaration of Trust of the Target Fund and all amendments thereto, a copy of each of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitations of shareholder and trustee liability contained therein. This Agreement has been executed and delivered by the Trustees or officers of the Trust, on behalf of the Acquiring Fund, and the Trustees or officers of the Target Fund, in each case acting as Trustees or officers and not individually, and it is expressly agreed that the obligations of the Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Trust or the Target Fund individually, or impose any liability on any of them personally, but shall bind only the property of the Acquiring Fund and the Target Fund, as provided in the applicable Declaration of Trust, and persons dealing with a Fund must look solely to the assets of such Fund for the enforcement of any claims.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above. 

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer of sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2023

STATEMENT OF ADDITIONAL INFORMATION

RELATING TO THE MERGER TRANSACTIONS INVOLVING

First Trust Energy Income and Growth Fund (FEN),

First Trust MLP and Energy Income Fund (FEI),

First Trust New Opportunities MLP & Energy Fund (FPL),

First Trust Energy Infrastructure Fund (FIF)

AND

FT Energy Income Partners Enhanced Income ETF ([EIPI]),
a series of
FIRST TRUST EXCHANGE-TRADED FUND VIII
(Exact Name of Registrant as Specified in Charter)

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
(630) 765-8000

This Statement of Additional Information is not a prospectus but should be read in conjunction with the Joint Proxy Statement and Prospectus dated [__________], 2023 (the “Proxy Statement/Prospectus”) that is being furnished to shareholders of First Trust Energy Income and Growth Fund (“FEN”), First Trust MLP and Energy Income Fund (“FEI”), First Trust New Opportunities MLP & Energy Fund (“FPL”), and First Trust Energy Infrastructure Fund (“FIF”), each a Massachusetts business trust that is registered as a closed-end management investment company (collectively, the “Target Funds” or each, individually, a “Target Fund”), in connection with a joint special meeting of shareholders of the Target Funds (the “Meeting”) called by the Board of Trustees of the Target Funds to be held at the offices of the Target Funds, 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187, on [       ], 2023, at [        ] Central time, as may be adjourned or postponed. At the Meeting, shareholders of each Target Fund will be asked to approve an Agreement and Plan of Merger (each a “Plan” and collectively, the “Plans”) between the applicable Target Fund and First Trust Exchange-Traded Fund VIII, a Massachusetts business trust registered as an open-end management investment company (the “Trust”), on behalf of its series, FT Energy Income Partners Enhanced Income ETF (the “Acquiring Fund”), a newly formed exchange-traded fund organized as a separate series of the Trust, pursuant to which the applicable Target Fund would be merged into the Acquiring Fund, and shares of the applicable Target Fund would be converted into shares of the Acquiring Fund (each, a “Merger” and, collectively, the “Mergers”). Copies of the Proxy Statement/Prospectus may be obtained at no charge by writing the Target Fund at 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187 or by calling (800) 621-1675.

Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus.

This Statement of Additional Information incorporates by reference the following documents, which have each been filed with the Securities and Exchange Commission and will be sent to any shareholder requesting this Statement of Additional Information: