
First Trust Advisors L.P. (&#34;FTA&#34;), the investment advisor to First Trust Active Global Quality Income ETF (NYSE Arca, Inc.: AGQI) (the &#34;Fund&#34;), a series of First Trust Exchange-Traded Fund VIII (the &#34;Trust&#34;), announced

<p xmlns="http://www.w3.org/1999/xhtml">
First Trust Advisors L.P. ("FTA"), the investment advisor to First Trust Active Global Quality Income ETF (NYSE Arca, Inc.: AGQI) (the "Fund"), a series of First Trust Exchange-Traded Fund VIII (the "Trust"), announced today that, in light of the anticipated closing of the transaction described below, the Board of Trustees (the "Board") of the Trust has voted to approve a new investment sub-advisory agreement with Janus Henderson Investors US LLC ("Janus Henderson Investors") for the Fund, subject to shareholder approval. In addition, subject to shareholder approval, the Board has approved a "manager of managers" structure for the Fund (the "Manager of Managers Structure"). In general terms, if implemented, the Manager of Managers Structure would permit the Trust and FTA, subject to approval by the Board, to enter into and materially amend investment sub-advisory agreements for the Fund without obtaining shareholder approval.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Janus Henderson Investors currently serves as the Fund's investment sub-advisor. Janus Henderson Group plc ("Janus Henderson Group") is the parent company of Janus Henderson Investors. On December 22, 2025, Janus Henderson Group announced that it had entered into a definitive agreement under which Janus Henderson Group will be acquired by funds associated with Trian Fund Management, L.P. ("Trian") and General Catalyst Group Management, LLC ("General Catalyst") in an all-cash transaction (the "Transaction"). The investor group includes funds associated with Trian and General Catalyst, together with other investors. The Transaction will be funded in part by investment vehicles managed by Trian and General Catalyst, supported by financing commitments from additional global investors. Subject to customary closing conditions, including applicable regulatory approvals, client consents and Janus Henderson Group shareholder approval, the Transaction is currently expected to close in mid-2026 (the <i xmlns="http://www.w3.org/1999/xhtml">"</i>Closing").

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Closing of the Transaction may operate as an "assignment" (as defined in the Investment Company Act of 1940, as amended) of the Fund's current investment sub-advisory agreement with Janus Henderson Investors, which may result in the automatic termination of such agreement in accordance with its terms. Therefore, in anticipation of the Closing, subject to shareholder approval, the Board approved a new investment sub-advisory agreement (the "New Sub-Advisory Agreement") among the Trust, on behalf of the Fund, FTA and Janus Henderson Investors. In addition, to avoid any interruption of investment sub-advisory services following the Closing prior to shareholder approval of the New Sub-Advisory Agreement, the Board previously approved an interim investment sub-advisory agreement with Janus Henderson Investors which will become effective upon the Closing and remain in effect for a maximum period of 150 days.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The New Sub-Advisory Agreement and Manager of Managers Structure will be submitted to the shareholders of the Fund for approval at a special meeting of shareholders of the Fund that is expected to be held later this year. There can be no assurance that the necessary percentage of shareholders will vote to approve either proposal.

</p><p xmlns="http://www.w3.org/1999/xhtml">
As the investment sub-advisor to the Fund, Janus Henderson Investors is responsible for the selection and ongoing monitoring of the securities in the Fund's investment portfolio. As of March 31, 2026, Janus Henderson Group had approximately $480 billion in assets under management.

</p><p xmlns="http://www.w3.org/1999/xhtml">
FTA is a federally registered investment advisor and serves as the Fund's investment advisor. FTA and its affiliate, First Trust Portfolios L.P. ("FTP"), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $342 billion as of April 30, 2026 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separately managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, FTA is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA, the Internal Revenue Code or any other regulatory framework. Financial professionals are responsible for evaluating investment risks independently and for exercising independent judgment in determining whether investments are appropriate for their clients.

</p><p xmlns="http://www.w3.org/1999/xhtml">
This press release contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of FTA and/or Janus Henderson Investors and their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as "anticipate," "estimate," "intend," "expect," "believe," "plan," "may," "should," "would," "will" or other words that convey uncertainty of future events or outcomes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Fund to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this press release, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of FTA and/or Janus Henderson Investors and their respective representatives only as of the date hereof. No obligation will be undertaken to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.

</p><p xmlns="http://www.w3.org/1999/xhtml">
In connection with the solicitation of proxies to approve the New Sub-Advisory Agreement and the Manager of Managers Structure, the Trust will file a proxy statement on behalf of the Fund. Because the proxy statement will contain important information, shareholders of the Fund are urged to read the proxy statement and accompanying materials carefully when they receive them. The Fund's shareholders will also be able to obtain copies of these documents, when available, by calling FTA toll-free at 800-621-1675. When filed with the Securities and Exchange Commission (the "SEC"), the proxy statement will be available free of charge at the SEC's website, <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54550519&amp;newsitemid=20260609758304&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=655b835210b416fa51269ba5895b48e3" shape="rect">www.sec.gov</a>. This press release does not constitute an offer to sell, nor a solicitation of an offer to buy, shares of the Fund, nor is it a solicitation of any proxy. The Trust, the Fund, FTA, Janus Henderson Investors and certain of their respective directors/trustees, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies from shareholders in connection with the matters described above. Information about the trustees and officers of the Trust may be found in the Fund's Statement of Additional Information previously filed with the SEC.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Fund's daily closing price and net asset value per share as well as other information can be found at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.ftportfolios.com&amp;esheet=54550519&amp;newsitemid=20260609758304&amp;lan=en-US&amp;anchor=www.ftportfolios.com&amp;index=2&amp;md5=fd34fc9f4b6deefa474706b2ce71e0b6" shape="rect">www.ftportfolios.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260609758304r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260609758304/en/" rel="nofollow">https://www.businesswire.com/news/home/20260609758304/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
First Trust Advisors L.P.
<br xmlns="http://www.w3.org/1999/xhtml"></br>Press Inquiries:
<br xmlns="http://www.w3.org/1999/xhtml"></br>Ryan Issakainen
<br xmlns="http://www.w3.org/1999/xhtml"></br>630-765-8689

</p><p xmlns="http://www.w3.org/1999/xhtml">
Analyst Inquiries:
<br xmlns="http://www.w3.org/1999/xhtml"></br>Chris Fallow
<br xmlns="http://www.w3.org/1999/xhtml"></br>630-517-7628

</p>

AGQI

Board Approves New Sub-Advisory Agreement and Manager of Managers Structure for First Trust Active Global Quality Income ETF (AGQI)

AGQI governance changes tied to Janus Henderson acquisition

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>First Trust Advisors L.P. (&amp;#34;FTA&amp;#34;), the investment advisor to First Trust Active Global Quality Income ETF (NYSE Arca, Inc.: AGQI) (the &amp;#34;Fund&amp;#34;), a series of First Trust Exchange-Traded Fund VIII (the &amp;#34;Trust&amp;#34;), announced</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>AGQI&#039;s board approved a new sub-advisory agreement with Janus Henderson and a manager-of-managers framework, pending shareholder approval, to ensure continuity if the Janus Henderson Group acquisition by Trian/General Catalyst closes around mid-2026. An interim sub-advisory agreement will cover up to 150 days post-closing to avoid service disruptions. The outcome hinges on a special shareholder meeting and votes later this year.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>AGQI to appoint Janus Henderson under new sub-advisory agreement; subject to shareholder approval.</li><li>Acquisition of Janus Henderson Group by Trian/General Catalyst expected mid-2026.</li><li>Interim sub-advisory agreement in place for up to 150 days post-closing.</li><li>Special shareholder meeting later this year; approval not guaranteed.</li><li>As of 3/31/2026, Janus Henderson Group had about $480B AUM; FTA about $342B.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>First Trust Advisors L.P. (FTA)</strong>: AGQI adviser; leading the sub-advisory changes and governance adjustments.</li><li><strong>Janus Henderson Investors US LLC (JHUS)</strong>: Current sub-adviser; new sub-advisory agreement anticipated; interim continuity maintained.</li><li><strong>Janus Henderson Group plc (JHG)</strong>: Parent company to be acquired; potential assignment of sub-advisory upon closing.</li><li><strong>Trian Fund Management, L.P. (N/A)</strong>: Acquirer group financing the all-cash deal; could influence governance post-close.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments; fits due to fund governance changes tied to a pending M&amp;A event and proxy approvals affecting AGQI.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Approval of New Sub-Advisory Agreement and Manager of Managers Structure could affect AGQI&#039;s fee framework.</li><li>Interim 150-day sub-advisory arrangement reduces risk of service disruption during transition.</li><li>Potential assignment of sub-advisory due to acquisition may influence portfolio oversight.</li><li>Uncertainty around proxy vote timing could cause near-term volatility in AGQI.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Janus Henderson Group to be acquired by Trian Fund Management and General Catalyst; closing expected mid-2026.</li><li>Interim sub-advisory agreement in place for up to 150 days post-closing.</li><li>New Sub-Advisory Agreement and Manager of Managers Structure require shareholder approval.</li><li>As of 3/31/2026, Janus Henderson Group had ~$480 billion AUM; FTA ~$342 billion AUM as of 4/30/2026.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>If approvals pass, AGQI could trend higher within 3–6 months.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
First Trust Advisors L.P. ("FTA"), the investment advisor to First Trust Active Global Quality Income ETF (NYSE Arca, Inc.: AGQI) (the "Fund"), a series of First Trust Exchange-Traded Fund VIII (the "Trust"), announced today that, in light of the anticipated closing of the transaction described below, the Board of Trustees (the "Board") of the Trust has voted to approve a new investment sub-advisory agreement with Janus Henderson Investors US LLC ("Janus Henderson Investors") for the Fund, subject to shareholder approval. In addition, subject to shareholder approval, the Board has approved a "manager of managers" structure for the Fund (the "Manager of Managers Structure"). In general terms, if implemented, the Manager of Managers Structure would permit the Trust and FTA, subject to approval by the Board, to enter into and materially amend investment sub-advisory agreements for the Fund without obtaining shareholder approval.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Janus Henderson Investors currently serves as the Fund's investment sub-advisor. Janus Henderson Group plc ("Janus Henderson Group") is the parent company of Janus Henderson Investors. On December 22, 2025, Janus Henderson Group announced that it had entered into a definitive agreement under which Janus Henderson Group will be acquired by funds associated with Trian Fund Management, L.P. ("Trian") and General Catalyst Group Management, LLC ("General Catalyst") in an all-cash transaction (the "Transaction"). The investor group includes funds associated with Trian and General Catalyst, together with other investors. The Transaction will be funded in part by investment vehicles managed by Trian and General Catalyst, supported by financing commitments from additional global investors. Subject to customary closing conditions, including applicable regulatory approvals, client consents and Janus Henderson Group shareholder approval, the Transaction is currently expected to close in mid-2026 (the <i xmlns="http://www.w3.org/1999/xhtml">"</i>Closing").

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Closing of the Transaction may operate as an "assignment" (as defined in the Investment Company Act of 1940, as amended) of the Fund's current investment sub-advisory agreement with Janus Henderson Investors, which may result in the automatic termination of such agreement in accordance with its terms. Therefore, in anticipation of the Closing, subject to shareholder approval, the Board approved a new investment sub-advisory agreement (the "New Sub-Advisory Agreement") among the Trust, on behalf of the Fund, FTA and Janus Henderson Investors. In addition, to avoid any interruption of investment sub-advisory services following the Closing prior to shareholder approval of the New Sub-Advisory Agreement, the Board previously approved an interim investment sub-advisory agreement with Janus Henderson Investors which will become effective upon the Closing and remain in effect for a maximum period of 150 days.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The New Sub-Advisory Agreement and Manager of Managers Structure will be submitted to the shareholders of the Fund for approval at a special meeting of shareholders of the Fund that is expected to be held later this year. There can be no assurance that the necessary percentage of shareholders will vote to approve either proposal.

</p><p xmlns="http://www.w3.org/1999/xhtml">
As the investment sub-advisor to the Fund, Janus Henderson Investors is responsible for the selection and ongoing monitoring of the securities in the Fund's investment portfolio. As of March 31, 2026, Janus Henderson Group had approximately $480 billion in assets under management.

</p><p xmlns="http://www.w3.org/1999/xhtml">
FTA is a federally registered investment advisor and serves as the Fund's investment advisor. FTA and its affiliate, First Trust Portfolios L.P. ("FTP"), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $342 billion as of April 30, 2026 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separately managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, FTA is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA, the Internal Revenue Code or any other regulatory framework. Financial professionals are responsible for evaluating investment risks independently and for exercising independent judgment in determining whether investments are appropriate for their clients.

</p><p xmlns="http://www.w3.org/1999/xhtml">
This press release contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of FTA and/or Janus Henderson Investors and their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as "anticipate," "estimate," "intend," "expect," "believe," "plan," "may," "should," "would," "will" or other words that convey uncertainty of future events or outcomes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Fund to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this press release, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of FTA and/or Janus Henderson Investors and their respective representatives only as of the date hereof. No obligation will be undertaken to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.

</p><p xmlns="http://www.w3.org/1999/xhtml">
In connection with the solicitation of proxies to approve the New Sub-Advisory Agreement and the Manager of Managers Structure, the Trust will file a proxy statement on behalf of the Fund. Because the proxy statement will contain important information, shareholders of the Fund are urged to read the proxy statement and accompanying materials carefully when they receive them. The Fund's shareholders will also be able to obtain copies of these documents, when available, by calling FTA toll-free at 800-621-1675. When filed with the Securities and Exchange Commission (the "SEC"), the proxy statement will be available free of charge at the SEC's website, <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54550519&amp;newsitemid=20260609758304&amp;lan=en-US&amp;anchor=www.sec.gov&amp;index=1&amp;md5=655b835210b416fa51269ba5895b48e3" shape="rect">www.sec.gov</a>. This press release does not constitute an offer to sell, nor a solicitation of an offer to buy, shares of the Fund, nor is it a solicitation of any proxy. The Trust, the Fund, FTA, Janus Henderson Investors and certain of their respective directors/trustees, officers and affiliates may be deemed under the rules of the SEC to be participants in the solicitation of proxies from shareholders in connection with the matters described above. Information about the trustees and officers of the Trust may be found in the Fund's Statement of Additional Information previously filed with the SEC.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Fund's daily closing price and net asset value per share as well as other information can be found at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.ftportfolios.com&amp;esheet=54550519&amp;newsitemid=20260609758304&amp;lan=en-US&amp;anchor=www.ftportfolios.com&amp;index=2&amp;md5=fd34fc9f4b6deefa474706b2ce71e0b6" shape="rect">www.ftportfolios.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260609758304r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260609758304/en/" rel="nofollow">https://www.businesswire.com/news/home/20260609758304/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
First Trust Advisors L.P.
<br xmlns="http://www.w3.org/1999/xhtml"></br>Press Inquiries:
<br xmlns="http://www.w3.org/1999/xhtml"></br>Ryan Issakainen
<br xmlns="http://www.w3.org/1999/xhtml"></br>630-765-8689

</p><p xmlns="http://www.w3.org/1999/xhtml">
Analyst Inquiries:
<br xmlns="http://www.w3.org/1999/xhtml"></br>Chris Fallow
<br xmlns="http://www.w3.org/1999/xhtml"></br>630-517-7628

</p>

AGQI's board approved a new sub-advisory agreement with Janus Henderson and a manager-of-managers framework, pending shareholder approval, to ensure continuity if the Janus Henderson Group acquisition by Trian/General Catalyst closes around mid-2026. An interim sub-advisory agreement will cover up to 150 days post-closing to avoid service disruptions. The outcome hinges on a special shareholder meeting and votes later this year.

Board Approves New Sub-Advisory Agreement and Manager of Managers Structure for First Trust Active Global Quality Income ETF (AGQI)

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

Related News