First Trust Seeks Shareholder Approval for New Investment Sub-Advisory Agreement Following Janus Henderson Acquisition
First Trust Advisors L.P. (FTA), the investment advisor to the First Trust Active Global Quality Income ETF, is seeking shareholder approval for a new investment sub-advisory agreement with Janus Henderson Investors US LLC following a change in ownership of its parent company. The proposed agreement is intended to allow Janus Henderson Investors to continue providing investment sub-advisory services to the exchange-traded fund (ETF) beyond a temporary period established under federal investment company regulations.
The shareholder vote follows the completion of a transaction involving Janus Henderson Group, which became a wholly owned subsidiary of Jupiter on June 30, 2026. The transaction resulted in a change of control of Janus Henderson Investors and automatically terminated the fund’s existing investment sub-advisory agreement under provisions of the Investment Company Act of 1940.
Janus Henderson Investors continues to provide investment sub-advisory services to the fund on an interim basis. However, this arrangement must end by November 27, 2026, unless the required shareholder approval is obtained to establish a new agreement.
The proposal is significant for the fund’s investment management arrangements because Janus Henderson Investors is responsible for selecting and monitoring securities held in the portfolio. Approval would allow the firm to continue performing these responsibilities under the proposed agreement, subject to its terms and applicable regulatory requirements.
Ownership Transaction Triggers a Change in Investment Management Arrangements
The ownership change involving Janus Henderson Group was completed on June 30, 2026. The acquiring entity, Jupiter, was formed for the purpose of completing the transaction and is owned by several investors, including funds affiliated with Trian Fund Management, L.P., a Delaware limited partnership, and funds affiliated with General Catalyst Group Management, LLC, a Delaware limited liability company.
Following the transaction, Janus Henderson Group became a wholly owned subsidiary of Jupiter. Janus Henderson Investors remains an indirect wholly owned subsidiary of Janus Henderson Group.
Although the transaction changed the ownership structure of the investment management business, Janus Henderson Investors has continued to provide investment services to the First Trust Active Global Quality Income ETF during the interim period. The proposed new sub-advisory agreement is intended to establish the contractual authorization necessary for the firm to continue serving the fund after that period ends.
Changes in ownership can have important consequences for investment funds because advisory and sub-advisory agreements are subject to specific requirements under federal securities law. These arrangements establish the responsibilities of investment managers and the conditions under which they may provide services to registered investment companies.
Under the Investment Company Act of 1940, certain changes in control of an investment advisor or sub-advisor may constitute an assignment of the relevant advisory agreement. When an assignment occurs, the existing agreement may automatically terminate unless the required legal and regulatory procedures are followed.
In this case, the transaction involving Janus Henderson Group resulted in a change of control of Janus Henderson Investors. Consequently, the fund’s previously effective investment sub-advisory agreement with the firm automatically terminated at the closing of the transaction.
The fund has since relied on an interim arrangement permitted under the 1940 Act. Shareholder approval of the proposed new agreement is necessary for Janus Henderson Investors to continue providing sub-advisory services beyond the interim period.
Shareholders Asked to Consider the New Sub-Advisory Agreement
The First Trust Active Global Quality Income ETF’s shareholders have been asked to consider and vote on the proposal to approve the new investment sub-advisory agreement with Janus Henderson Investors.
The voting process provides shareholders with an opportunity to consider the continuation of the existing investment management relationship under a new agreement following the ownership transaction. The proposal addresses the legal and contractual requirements arising from the change in control rather than representing, by itself, an announced change to the fund’s investment objective or portfolio strategy.
The interim arrangement permits Janus Henderson Investors to continue providing investment sub-advisory services while the approval process is underway. However, the arrangement is temporary and must end no later than November 27, 2026.
The deadline makes the shareholder vote important to the continuity of the fund’s investment management structure. Without the necessary approval, Janus Henderson Investors would not be able to continue serving as the fund’s sub-advisor beyond the permitted interim period under the current arrangement.
The proposed agreement would provide the contractual basis for the firm to continue carrying out its assigned investment management responsibilities. Those responsibilities include evaluating securities for potential inclusion in the portfolio and monitoring existing holdings as market conditions and investment considerations evolve.
Shareholder approval processes of this kind are part of the governance framework for registered investment companies. They help ensure that investment management relationships comply with applicable laws when material changes occur in the ownership or control of an advisory business.
Janus Henderson Investors’ Role in Portfolio Management
As the fund’s investment sub-advisor, Janus Henderson Investors is responsible for the selection and ongoing monitoring of securities in the portfolio. Its role supports the implementation of the fund’s investment strategy within the broader management framework established by First Trust Advisors L.P., the fund’s investment advisor.
Portfolio management responsibilities generally include evaluating securities, monitoring market developments, reviewing portfolio exposures, and assessing whether holdings remain consistent with the fund’s investment approach. These activities are particularly important for ETFs that provide investors with access to diversified investment strategies through exchange-traded shares.
The proposed agreement would allow Janus Henderson Investors to continue performing its sub-advisory functions after the interim period, provided the agreement receives the required approval and remains effective in accordance with its terms.
As of June 30, 2026, Janus Henderson Group had approximately $500 billion in assets under management. The scale of the organization reflects its substantial presence in the investment management industry and the range of assets overseen across its business.
Assets under management are one measure of the size of an investment management organization. However, the figure alone does not establish investment performance, guarantee future returns, or determine whether a particular fund is suitable for an individual investor.
For shareholders of the First Trust Active Global Quality Income ETF, the immediate issue is the continuation of the existing sub-advisory relationship under an appropriately approved agreement.
First Trust Advisors’ Investment Management Business
First Trust Advisors L.P. is a federally registered investment advisor and serves as the investment advisor to the First Trust Active Global Quality Income ETF. The firm and its affiliate, First Trust Portfolios L.P., operate as privately held companies providing a range of investment products and services.
First Trust Portfolios L.P. is a Financial Industry Regulatory Authority (FINRA)-registered broker-dealer. The two firms perform different but related functions within the First Trust organization.
First Trust Advisors serves as the supervisor of First Trust unit investment trusts, while First Trust Portfolios acts as their sponsor. First Trust Portfolios also distributes mutual fund shares and ETF creation units.
The firms support a broad range of investment vehicles, including unit investment trusts, exchange-traded funds, closed-end funds, mutual funds, and separately managed accounts. These products and services provide investors and financial professionals with access to different investment structures and portfolio management approaches.
As of August 31, 2026, First Trust Advisors reported approximately $378 billion in assets under management or supervision across its investment offerings.
The reported amount includes assets associated with multiple investment products and account structures. It should therefore be distinguished from the assets under management reported by Janus Henderson Group, as the two figures relate to separate organizations and reporting dates.
First Trust Advisors and First Trust Portfolios are based in Wheaton, Illinois. Their respective investment advisory, sponsorship, and distribution responsibilities form part of the operating structure through which First Trust delivers investment products to the market.
The shareholder proposal involving Janus Henderson Investors illustrates how investment advisors and sub-advisors can have distinct responsibilities within a single fund. First Trust Advisors serves as the fund’s investment advisor, while Janus Henderson Investors performs the delegated sub-advisory functions associated with security selection and portfolio monitoring.
Regulatory Requirements and Fund Governance
The Investment Company Act of 1940 establishes a regulatory framework for registered investment companies and their relationships with investment advisors. Advisory agreements are subject to requirements intended to govern how investment management services are authorized and maintained.
When an investment advisor or sub-advisor experiences a change in control that constitutes an assignment under the act, the existing agreement may terminate automatically. A new agreement and the required approvals may then be necessary to continue the relationship.
The transaction involving Janus Henderson Group created this situation for the First Trust Active Global Quality Income ETF. The interim arrangement allows Janus Henderson Investors to continue serving the fund temporarily while shareholders consider the new agreement.
The November 27, 2026 deadline establishes the end of the permitted interim period described in the fund’s disclosure. The outcome of the shareholder vote will determine whether Janus Henderson Investors can continue providing sub-advisory services under the proposed agreement beyond that period.
This process highlights the importance of governance and regulatory compliance in the investment fund industry. Even when a fund’s portfolio management arrangements continue during a transition, changes in ownership can require formal action to maintain the legal authorization for those services.
For investors, the proposal concerns the contractual basis for investment management services. Shareholders should review the relevant proxy materials and fund disclosures to understand the proposed agreement, the voting process, and any associated considerations before making a decision.
Investor Considerations and Risk Disclosure
The announcement does not constitute an investment recommendation or individualized financial advice. The information is not intended to determine whether the First Trust Active Global Quality Income ETF, or any other investment, is suitable for a particular investor.
Investment products carry risks that can vary according to their objectives, strategies, holdings, and market conditions. Investors should evaluate those risks independently and consider their own financial circumstances, investment goals, and tolerance for potential losses.
First Trust Advisors also states that providing the information does not constitute an undertaking to provide advice in a fiduciary capacity under the Employee Retirement Income Security Act of 1974 (ERISA), the Internal Revenue Code, or another regulatory framework.
Financial professionals remain responsible for conducting their own assessments of investment risks and exercising independent judgment when determining whether particular investments are appropriate for their clients.
For shareholders, reviewing the proposed sub-advisory agreement alongside the fund’s other disclosures can help clarify the purpose of the vote and the implications of the ownership transaction for the investment management arrangement.
Next Steps for the First Trust Active Global Quality Income ETF
The shareholder approval process represents the next step in maintaining the fund’s investment management structure following the June 30, 2026 transaction involving Janus Henderson Group.
Janus Henderson Investors continues to manage its assigned sub-advisory responsibilities under the interim arrangement, while First Trust Advisors remains the fund’s investment advisor. The proposed agreement is intended to enable the sub-advisor to continue its work beyond November 27, 2026, subject to the necessary shareholder approval and applicable requirements.
The outcome will determine whether the existing investment management relationship can continue under the new contractual arrangement. Until the approval process is resolved, the interim agreement remains subject to its stated deadline.
The development underscores the relationship between corporate ownership changes, investment fund governance, and regulatory compliance. For First Trust and Janus Henderson, the focus is on addressing the contractual consequences of the transaction while maintaining the fund’s investment management operations during the transition.
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