First Trust Active Global Quality Income ETF Shareholder Meeting Adjourned to Allow Additional Solicitation
First Trust Advisors L.P. (FTA) has announced the adjournment of a special shareholder meeting for the First Trust Active Global Quality Income ETF, a series of First Trust Exchange-Traded Fund VIII, to provide additional time to solicit shareholder votes on two important proposals affecting the fund’s investment management arrangements.
The special shareholder meeting was originally convened to consider shareholder approval of a new investment sub-advisory agreement with Janus Henderson Investors US LLC, as well as a proposal to establish a “manager of managers” structure for the fund. The meeting will reconvene on Monday, September 21, 2026, at 11:30 a.m. Central time at FTA’s offices at 120 East Liberty Drive, Suite 400, Wheaton, Illinois.
The adjournment gives additional shareholders an opportunity to vote on the proposals before the meeting resumes. However, FTA noted that there can be no assurance that the required percentage of shareholders will ultimately vote in favor of either proposal.
Shareholders Asked to Consider Two Key Proposals
The special shareholder meeting centers on two separate but related proposals concerning the management and sub-advisory structure of the First Trust Active Global Quality Income ETF.
The first proposal asks shareholders to approve a new investment sub-advisory agreement between the fund and Janus Henderson Investors US LLC. The second proposal seeks approval for a “manager of managers” structure that would provide FTA and the Trust with greater flexibility in appointing and making material changes to investment sub-advisory arrangements without having to seek shareholder approval each time, subject to oversight and approval by the Trust’s Board of Trustees.
Under a manager of managers structure, the investment advisor generally retains responsibility for overseeing the fund’s sub-advisors while having the ability to make certain changes to those arrangements within the framework permitted by applicable regulations. For the First Trust Active Global Quality Income ETF, approval of the structure would potentially provide FTA and the Trust with additional flexibility to manage the fund’s investment advisory relationships.
The proposals are being presented to shareholders because of a significant corporate transaction involving Janus Henderson Group Ltd., the parent company of Janus Henderson Investors.
Change in Ownership of Janus Henderson Group
Janus Henderson Investors currently serves as the investment sub-advisor to the First Trust Active Global Quality Income ETF. Its parent company, Janus Henderson Group, underwent a change in ownership following a transaction involving Jupiter Company Limited and Jupiter Merger Sub Limited.
On December 21, 2025, Janus Henderson Group, Jupiter and Merger Sub entered into an Agreement and Plan of Merger. Under the agreement, Jupiter agreed to acquire Janus Henderson Group through a merger in accordance with the Companies (Jersey) Law 1991, as amended.
Jupiter was established for the purpose of completing the transaction and is owned by several investment entities, including funds affiliated with Trian Fund Management, L.P., and funds affiliated with General Catalyst Group Management, LLC.
The transaction was completed on June 30, 2026. Following the closing, Janus Henderson Group became a wholly-owned subsidiary of Jupiter, while Janus Henderson Investors remained an indirect wholly-owned subsidiary of Janus Henderson Group.
The ownership change has significant implications under U.S. investment company regulations because a change in control of an investment sub-advisor can result in the assignment of an investment advisory or sub-advisory agreement.
Investment Company Act Requirements Drive Shareholder Vote
The closing of the transaction resulted in a change of control of Janus Henderson Investors. Under the Investment Company Act of 1940, as amended, that change of control constituted an “assignment” of the fund’s then-effective investment sub-advisory agreement with Janus Henderson Investors.
As a result, the previous sub-advisory agreement automatically terminated upon the completion of the transaction.
To ensure continuity of investment management services, Janus Henderson Investors is currently providing investment sub-advisory services to the fund on an interim basis, as permitted under the Investment Company Act.
That interim arrangement is subject to a statutory time limit. According to FTA, the interim period is required to end by November 27, 2026.
For Janus Henderson Investors to continue serving as the fund’s investment sub-advisor beyond that date, shareholders must approve the proposed new sub-advisory agreement.
The September 21 reconvened meeting therefore represents an important step in determining whether Janus Henderson Investors will continue its role under a new agreement once the interim period expires.
Janus Henderson Investors Continues to Manage Portfolio Investments
As the fund’s investment sub-advisor, Janus Henderson Investors is responsible for selecting and continuously monitoring the securities held within the First Trust Active Global Quality Income ETF’s investment portfolio.
The sub-advisor’s responsibilities include implementing the fund’s investment strategy, evaluating potential securities, monitoring existing portfolio holdings and making investment decisions consistent with the fund’s objectives and guidelines.
The firm operates as part of the broader Janus Henderson organization, which manages assets for institutional and individual investors across a range of investment strategies.
As of June 30, 2026, Janus Henderson Group had approximately $500 billion in assets under management. The size of the organization reflects its position as a significant global investment management business and provides context for its role as the sub-advisor to the First Trust fund.
The proposed new agreement would allow the existing investment management relationship to continue, subject to shareholder approval and the applicable regulatory requirements.
Proposed Manager of Managers Structure Could Add Flexibility
The second proposal before shareholders concerns the establishment of a manager of managers structure for the fund.
In general terms, such a structure would allow the Trust and FTA, subject to approval by the Trust’s Board of Trustees, to enter into new investment sub-advisory agreements or materially amend existing sub-advisory agreements without obtaining shareholder approval in each instance.
The proposed structure is designed to provide greater operational flexibility in managing relationships with investment sub-advisors. Investment management organizations may periodically need to adjust sub-advisory arrangements because of changes in ownership, strategy, personnel, investment capabilities or other business considerations.
Under the proposed arrangement, the Board of Trustees would continue to play an important oversight role. The ability to make changes would not mean that sub-advisory decisions could be made without governance or regulatory oversight.
The proposal is therefore separate from the immediate need to approve the new Janus Henderson sub-advisory agreement, although both proposals relate to the fund’s future investment management framework.
Additional Time Sought to Secure Shareholder Participation
FTA’s decision to adjourn the meeting reflects the need for additional shareholder solicitation before the votes can be finalized.
Shareholder approval requirements can be particularly important for investment funds because changes to advisory relationships may be subject to specific provisions of the Investment Company Act of 1940.
By reconvening the meeting on September 21, FTA is providing additional time for eligible shareholders to consider the proposals and submit their votes.
The outcome of the vote remains uncertain. FTA has specifically stated that there can be no assurance that the necessary percentage of shareholders will vote to approve either proposal.
The eventual shareholder decision could determine whether Janus Henderson Investors continues as the fund’s sub-advisor after the interim period ends, as well as whether the fund adopts the proposed manager of managers structure.
First Trust Advisors Serves as Investment Advisor
FTA serves as the investment advisor to the First Trust Active Global Quality Income ETF. The firm is a federally registered investment advisor and provides investment management and related services across a broad range of investment products.
FTA is part of the privately held First Trust organization and operates alongside its affiliate, First Trust Portfolios L.P., or FTP.
FTA and FTP provide investment services through a range of vehicles, including unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separately managed accounts.
As of July 31, 2026, FTA had approximately $368 billion in assets under management or supervision through these investment products and separately managed accounts.
The firm is based in Wheaton, Illinois, where it also maintains its principal offices.
Role of First Trust Portfolios
First Trust Portfolios is a FINRA-registered broker-dealer and plays several roles within the First Trust organization.
FTA serves as the supervisor of First Trust unit investment trusts, while FTP serves as their sponsor. FTP also acts as a distributor of mutual fund shares and exchange-traded fund creation units.
The distinction between FTA and FTP reflects the different functions performed across the First Trust platform. FTA’s role includes investment advisory and supervisory responsibilities, while FTP provides brokerage, sponsorship and distribution-related services.
Together, the companies support a broad range of investment products designed for institutional, financial professional and individual investor markets.
Corporate Transaction Creates New Regulatory Considerations
The situation involving the First Trust Active Global Quality Income ETF illustrates how changes in ownership of an investment management company can affect investment funds.
Although Janus Henderson Investors continues to operate as part of the Janus Henderson organization, the acquisition of Janus Henderson Group resulted in a change in control for purposes of the Investment Company Act.
Because investment advisory and sub-advisory agreements are subject to regulatory requirements, the transaction triggered the automatic termination of the fund’s previous sub-advisory agreement.
The interim arrangement has allowed Janus Henderson Investors to continue providing services while the necessary shareholder approval process takes place.
The proposed new sub-advisory agreement is intended to establish the longer-term contractual arrangement required for the firm to continue serving the fund after the interim period.
Shareholder Decision Could Shape the Fund’s Future Management Structure
The September 21 meeting will give shareholders another opportunity to determine the future of the fund’s sub-advisory relationship and management structure.
Approval of the new sub-advisory agreement would allow Janus Henderson Investors to continue providing investment sub-advisory services beyond November 27, 2026, subject to the agreement and applicable requirements.
Approval of the manager of managers proposal could provide FTA and the Trust with greater flexibility when managing future sub-advisory relationships, while maintaining Board oversight.
The two proposals address both an immediate regulatory requirement and a broader question about how the fund manages its investment advisory arrangements in the future.
For shareholders, the proposals involve decisions about the continuation of the current investment management relationship and the potential adoption of a structure intended to make future sub-advisor changes more efficient.
Investment Information Does Not Constitute Personalized Advice
FTA has emphasized that the information surrounding the shareholder meeting and the related proposals is not intended to constitute an investment recommendation or investment advice for any specific individual.
The firm also stated that providing the information does not mean FTA is undertaking to provide advice in a fiduciary capacity under the Employee Retirement Income Security Act, the Internal Revenue Code or another regulatory framework.
Financial professionals remain responsible for independently evaluating investment risks and determining whether particular investments are suitable for their clients.
As shareholders prepare to consider the proposals, the final outcome will depend on the required shareholder vote at the reconvened meeting. The September 21 meeting will therefore be an important date for the First Trust Active Global Quality Income ETF as it seeks to establish its future sub-advisory arrangement and determine whether to adopt a manager of managers structure.
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