Form 485BXT FIRST TRUST EXCHANGE-TRA

October 10, 2025 1:04 PM EDT

As filed with the Securities and Exchange Commission on October 10, 2025

 

1933 Act Registration No. 333-143964

1940 Act Registration No. 811-21944

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form N-1A
 

Registration Statement Under the Securities Act of 1933 [   ]
Pre-Effective Amendment No. __ [   ]
Post-Effective Amendment No. 240 [X]
and/or
Registration Statement Under the Investment Company Act of 1940 [   ]
Amendment No. 243 [X]

First Trust Exchange-Traded Fund II

(Exact name of registrant as specified in charter)

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (800) 621-1675

W. Scott Jardine, Esq., Secretary

First Trust Exchange-Traded Fund II

First Trust Advisors L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

(Name and Address of Agent for Service)

Copy to:

Eric F. Fess, Esq.

Chapman and Cutler LLP

320 South Canal Street

Chicago, Illinois 60606

It is proposed that this filing will become effective (check appropriate box):

[   ] immediately upon filing pursuant to paragraph (b)

[X] on October 31, 2025 pursuant to paragraph (b)

[   ] 60 days after filing pursuant to paragraph (a)(1)

[   ] on (date) pursuant to paragraph (a)(1)

[   ] 75 days after filing pursuant to paragraph (a)(2)

[   ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 
 

 

Contents of Post-Effective Amendment No. 240

 

This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:

The Facing Sheet

The sole purpose of this filing is to delay the effectiveness of the Registrant’s Post-Effective Amendment No. 239, as it relates to the First Trust Indxx Critical Metals ETF, a series of the Registrant, until October 31, 2025. Parts A and B of the Registrant’s Post-Effective Amendment No. 239 under the Securities Act of 1933 as it relates to First Trust Indxx Critical Metals ETF, filed on July 29, 2025, are incorporated by reference herein.

Part C—Other Information

Signatures

Index to Exhibits

Exhibits

Signatures

 
 

 

First Trust Exchange-Traded Fund II

Part C – Other Information

Item 28.Exhibits

Exhibit No. Description

(a)(1) Amended and Restated Declaration of Trust is incorporated by reference to the Post-Effective Amendment No. 132 filed on Form N-1A (File No. 333- 143964) for Registrant on January 29, 2018.
(2) Amended and Restated Establishment and Designation of Series is incorporated by reference to the Post-Effective Amendment No. 234 filed on Form N-1A (File No. 333- 143964) for Registrant on October 24, 2024.
(b)By-Laws of the Registrant is incorporated by reference to the initial registration statement filed on Form N-1A (File No. 333- 143964) for Registrant on June 21, 2007.
(c)Not Applicable.
(d)(1) Investment Management Agreement between Registrant and First Trust Advisors L.P., dated March 2, 2023, relating to EMDM and FTFH, is incorporated by reference to the Post-Effective Amendment No. 225 filed on Form N-1A (File No. 333- 143964) for Registrant on February 27, 2023.
(2) Amended Schedule A of the Investment Management Agreement between Registrant and First Trust Advisors L.P. will be filed by amendment.
(e)(1) Distribution Agreement, is incorporated by reference to the Post-Effective Amendment No. 41 filed on Form N-1A (File No. 333- 143964) for Registrant on January 28, 2011.
(2) Amended Exhibit A of the Distribution Agreement will be filed by amendment.
(f)Not Applicable.
(g)(1) Custody Agreement between the Registrant and The Bank of New York, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(2) Amended Schedule I of the Custody Agreement will be filed by amendment.
(3) Amended Schedule II of the Custody Agreement will be filed by amendment.
(h)(1) Transfer Agency Agreement between the Registrant and The Bank of New York, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(2) Amended Exhibit A of the Transfer Agency Agreement will be filed by amendment.
(3) Administration and Accounting Agreement between the Registrant and The Bank of New York, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(4) Amended Exhibit A of the Administration and Accounting Agreement will be filed by amendment.
(5) Form of Subscription Agreement, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(6) Form of Participant Agreement, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(i)(1) Opinion and Consent of Morgan, Lewis & Bockius LLP is filed herewith.
(2) Opinion and Consent of Chapman and Cutler LLP will be filed by amendment.
(j)Not applicable.
(k)Not Applicable.
(l)Not Applicable.
(m)(1) 12b-1 Service Plan, is incorporated by reference to the Post-Effective Amendment No. 2 filed on Form N-1A (File No. 333- 143964) for Registrant on August 30, 2007.
(2) Exhibit A to 12b-1 Service Plan will be filed by amendment.
(n)Not Applicable.
(o)Not Applicable.
(p)(1) First Trust Advisors L.P. and First Trust Portfolios L.P. Code of Ethics, amended on July 1, 2013, is incorporated by reference to the Post-Effective Amendment No. 107 filed on Form N-1A (File No. 333- 143964) for Registrant on January 22, 2015.
(2) First Trust Funds Code of Ethics, amended on October 30, 2013, is incorporated by reference to the Post-Effective Amendment No. 107 filed on Form N-1A (File No. 333- 143964) for Registrant on January 22, 2015.
(q)(1) Powers of Attorney of Messrs. Bowen, Erickson, Kadlec, Keith and Nielson, dated December 31, 2015, is incorporated by reference to the Post-Effective Amendment No. 122 filed on Form N-1A (File No. 333- 143964) for Registrant on January 27, 2016.
(2) Powers of Attorney of Ms. Keefe, dated November 1, 2021, is incorporated by reference to the Post-Effective Amendment No. 166 filed on Form N-1A (File No. 333- 143964) for Registrant on November 5, 2021.
(3) Powers of Attorney for Ms. Wright dated September 11, 2023, is incorporated by reference to the Post-Effective Amendment No. 227 filed on Form N-1A (File No. 333- 143964) for Registrant on September 15, 2023.
(4) Powers of Attorney for Mr. Driscoll dated August 20, 2025, is filed herewith.
Item 29.Persons Controlled by or under Common Control with Registrant

Not Applicable.

Item 30.Indemnification

Section 9.5 of the Registrant’s Declaration of Trust provides as follows:

Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

 

No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.

 

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.

 

To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

 

As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words "liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

Item 31.Business and Other Connections of the Investment Adviser

First Trust Advisors L.P. (“First Trust”), investment adviser to the Registrant, serves as adviser or sub-adviser to various other open-end and closed-end management investment companies and is the portfolio supervisor of certain unit investment trusts. The principal business of certain of First Trust’s principal executive officers involves various activities in connection with the family of unit investment trusts sponsored by First Trust Portfolios L.P. (“FTP”). The principal address for all these investment companies, First Trust, FTP and the persons below is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

A description of any business, profession, vocation or employment of a substantial nature in which the officers of First Trust who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management of the Fund” in the Statement of Additional Information. Such information for the remaining senior officers of First Trust appears below:

Name and Position with First Trust Employment During Past Two Years
Andrew S. Roggensack, President Managing Director and President, First Trust
R. Scott Hall, Managing Director Managing Director, First Trust
David G. McGarel, Chief Investment Officer, Chief Operating Officer and Managing Director Managing Director; Senior Vice President, First Trust
Kelly C. Dehler,  Chief Compliance Officer Assistant General Counsel, First Trust
Brian Wesbury, Chief Economist and Senior Vice President Chief Economist and Senior Vice President, First Trust
Item 32.Principal Underwriter

(a) FTP serves as principal underwriter of the shares of the Registrant, First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust Exchange-Traded Fund V, First Trust Exchange Traded Fund VI, First Trust Exchange-Traded Fund VII, First Trust Exchange Traded Fund VIII, First Trust Exchange-Traded AlphaDEX® Fund and First Trust Exchange-Traded AlphaDEX® Fund II, First Trust Variable Insurance Trust and First Trust Series Fund. FTP serves as principal underwriter and depositor of the following investment companies registered as unit investment trusts: the First Trust Combined Series, FT Series (formerly known as the First Trust Special Situations Trust), the First Trust Insured Corporate Trust, the First Trust of Insured Municipal Bonds and the First Trust GNMA.

(b)

Name and Principal
Business Address*		 Positions and Offices
with Underwriter		 Positions and
Offices with Fund
The Charger Corporation General Partner None
Grace Partners of DuPage L.P. Limited Partner None
James A. Bowen Chief Executive Officer and Managing Director Trustee and Chairman of the Board
James M. Dykas Chief Financial Officer President and Chief Executive Officer
Frank L. Fichera Managing Director None
R. Scott Hall Managing Director None
W. Scott Jardine General Counsel, Secretary and Managing Director Secretary
Daniel J. Lindquist Managing Director Vice President
David G. McGarel Chief Investment Officer, Chief Operating Officer and Managing Director None
Richard A. Olson Managing Director None
Marisa Bowen Managing Director None
Andrew S. Roggensack President and Managing Director None
Kristi A. Maher Deputy General Counsel Chief Compliance Officer and Assistant Secretary

 

* All addresses are
120 East Liberty Drive,
Wheaton, Illinois 60187.

    

(c) Not Applicable.

Item 33.Location of Accounts and Records

First Trust, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, maintains the Registrant’s organizational documents, minutes of meetings, contracts of the Registrant and all advisory material of the investment adviser.

The Bank of New York Mellon (“BNY”), 101 Barclay Street, New York, New York 10286, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other requirement records not maintained by First Trust.

BNY also maintains all the required records in its capacity as transfer, accounting, dividend payment and interest holder service agent for the Registrant.

Item 34.Management Services

Not Applicable.

Item 35.Undertakings

Not Applicable. 

 

- 

 

 

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Wheaton, and State of Illinois, on the 10th day of October, 2025.

  First Trust Exchange-Traded Fund II
  By: /s/ James M. Dykas
    James M. Dykas, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated: 

Signature Title   Date
/s/ James M. Dykas President and Chief Executive
Officer		 October 10, 2025
James M. Dykas      
/s/ Derek D. Maltbie Treasurer, Chief Financial Officer
and Chief Accounting Officer		 October 10, 2025
Derek D. Maltbie      
James A. Bowen* )
Trustee )		    
  )    
Thomas J. Driscoll* )
Trustee )		    
  )    
Richard E. Erickson* )
Trustee )		    
  )    
Thomas R. Kadlec* )
Trustee )		    
  )    
Denise M. Keefe* )
Trustee )		    
  )    
Robert F. Keith* )
Trustee )		  
  ) By:   /s/ W. Scott Jardine
Niel B. Nielson * )
Trustee )		   W. Scott Jardine
Attorney-In-Fact
  )   October 10, 2025
Bronwyn Wright * )
Trustee )		    
  )    

 

*

Original powers of attorney dated March 14, 2016 or November 1, 2021 or September 11, 2023 or August 20, 2025, authorizing James A. Bowen, W. Scott Jardine, James M. Dykas, Eric F. Fess and Kristi A. Maher to execute Registrant's Registration Statement, and Amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, were previously executed, filed as an exhibit and are incorporated by reference herein or are filed herewith.

 

 

 

 

Index to Exhibits

(q)(4)Powers of Attorney for Mr. Driscoll dated August 20, 2025.

ATTACHMENTS / EXHIBITS

POWERS OF ATTORNEY FOR MR. DRISCOLL DATED AUGUST 20, 2025

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