0001445546-20-004255.txt : 20200903 0001445546-20-004255.hdr.sgml : 20200903 20200903154738 ACCESSION NUMBER: 0001445546-20-004255 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200903 DATE AS OF CHANGE: 20200903 EFFECTIVENESS DATE: 20200903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST EXCHANGE-TRADED FUND VII CENTRAL INDEX KEY: 0001561785 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-22767 FILM NUMBER: 201159238 BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 0001561785 S000039654 First Trust Global Tactical Commodity Strategy Fund C000122820 First Trust Global Tactical Commodity Strategy Fund FTGC 0001561785 S000053488 First Trust Alternative Absolute Return Strategy ETF C000168150 First Trust Alternative Absolute Return Strategy ETF FAAR N-CSRS 1 etf7_ncsrs.htm SEMI-ANNUAL REPORT

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22767

First Trust Exchange-Traded Fund VII
(Exact name of registrant as specified in charter)

120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Address of principal executive offices) (Zip code)

 

W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name and address of agent for service)

 

Registrant’s telephone number, including area code: (630) 765-8000

Date of fiscal year end: December 31

Date of reporting period: June 30, 2020

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
 

 

Item 1. Report to Stockholders.

The registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

 

 

First Trust Exchange-Traded Fund VII
First Trust Global Tactical Commodity Strategy
   Fund (FTGC) 

Semi-Annual Report
For the Six Months Ended
June 30, 2020
Table of Contents
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Semi-Annual Report
June 30, 2020
Caution Regarding Forward-Looking Statements
This report 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 First Trust Advisors L.P. (“First Trust” or the “Advisor”) and its 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” 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 series of First Trust Exchange-Traded Fund VII (the “Trust”) described in this report (First Trust Global Tactical Commodity Strategy Fund; hereinafter referred to as 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 report, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and its representatives only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.
Performance and Risk Disclosure
There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Risk Considerations” in the Additional Information section of this report for a discussion of certain other risks of investing in the Fund.
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and share price will fluctuate and Fund shares, when sold, may be worth more or less than their original cost.
The Advisor may also periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
How to Read This Report
This report contains information that may help you evaluate your investment in the Fund. It includes details about the Fund and presents data and analysis that provide insight into the Fund’s performance and investment approach.
The statistical information that follows may help you understand the Fund’s performance compared to that of relevant market benchmarks.
It is important to keep in mind that the opinions expressed by personnel of the Advisor are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover the period through the date on the cover of this report. The material risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, and other Fund regulatory filings.
Shareholder Letter
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Semi-Annual Letter from the Chairman and CEO
June 30, 2020
Dear Shareholders,
First Trust is pleased to provide you with the semi-annual report for the First Trust Global Tactical Commodity Strategy Fund (the “Fund”), which contains detailed information about the Fund for the six months ended June 30, 2020.
The past six months have been a whirlwind in the U.S. and abroad. While it is believed that the coronavirus (“COVID-19”) pandemic was first discovered in Wuhan, China around the close of 2019, the country that has been hit the hardest since its onset is the U.S., according to data provided by the Johns Hopkins University Coronavirus Resource Center. As of July 17, 2020, there were 13.90 million confirmed cases of COVID-19 worldwide. The U.S. accounted for 3.62 million of them, the most of any country by far. Over the same period, there were 592,806 confirmed deaths from the virus worldwide. Once again, the U.S. led all countries with 138,840 deaths. Brazil was a distant second at 76,688 deaths. Having tried a stay-at-home mandate for much of the U.S. during the initial stages of the virus, a few large states did elect to reopen sooner than others and it appears to have backfired. Three such states − Georgia, Florida and Texas – have experienced a surge in COVID-19 cases.
Having said all that, the optimist in me is just as focused on finding a remedy for COVID-19, which seems likely to come in the form of a new vaccine. There are more than 100 COVID-19 vaccines in development and at least 20 of them are expected to begin human testing this year, according to Research and Markets, a provider of market analysis and insight into 800+ industries. Due to the severity of COVID-19, some governments around the globe appear to be ready to fast track any medicines demonstrating a high degree of efficacy in clinical testing. If we do not get a vaccine in the foreseeable future, perhaps therapeutics can tide us over.
The extent of the economic fallout from COVID-19 was put into perspective on July 30, 2020, as the economy posted its second consecutive quarter of negative U.S. gross domestic product (“GDP”). Real U.S. GDP growth declined by an annualized 32.9% in the second quarter, much worse than the 5.0% annualized decline registered in the first quarter of 2020, according to data from the Bureau of Economic Analysis. The two consecutive negative quarters of GDP growth is confirmation that the U.S. economy is in a recession. A recent survey by Primerica found that 86% of middle-income U.S. households have been financially impacted by the pandemic and 51% of those polled said they are concerned they might run out of money to purchase necessities by year-end. For these and other reasons, we believe the Trump Administration and Congress are likely to appropriate additional forms of stimulus to help Americans cope with the ongoing financial burdens associated with COVID-19.
Perhaps the best word to describe the relationship between the economy and the stock market these days is disconnected. The rally in stocks does not reflect the pain in the economy. On the other hand, exceptionally low interest rates and bond yields may be inspiring investors to assume more risk to generate more return. This is the appropriate time to utter the following: Don’t fight the Federal Reserve! The rebound in the stock market from its sharp sell-off in the first quarter of 2020 has been confidence-inspiring, in my opinion. The stock market is essentially a discounting mechanism that takes forecasts and other forward-looking information into account to value companies today. It could be that investors are looking beyond 2020 results to expected 2021 results. Bloomberg’s consensus 2020 and 2021 estimated earnings growth rates for the S&P 500® Index were -21.89% and 25.53%, respectively, as of July 17, 2020. While the ride could be a bit bumpy over the next few months (think presidential election), stay the course!
Thank you for giving First Trust the opportunity to play a role in your financial future. We value our relationship with you and will report on the Fund again in six months.
Sincerely,
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
Page 1
Fund Performance Overview (Unaudited)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
First Trust Global Tactical Commodity Strategy Fund’s (the “Fund”) investment objective is to seek to provide total return by providing investors with commodity exposure while seeking a relatively stable risk profile. The Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve attractive risk-adjusted return by investing in commodity futures contracts and exchange-traded commodity linked instruments (collectively, “Commodities Instruments”) through a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund will not invest directly in Commodities instruments. The Fund expects to gain exposure to these investments exclusively by investing in the Subsidiary. The Subsidiary is advised by First Trust Advisors L.P., the Fund’s investment advisor (the “Advisor”).
The Fund’s investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly in Commodities Instruments. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest without limitation in Commodities Instruments. Except as otherwise noted, references to the Fund’s investments include the Fund’s indirect investments through the Subsidiary. The Fund may invest up to 25% of its total assets in the Subsidiary.
The Subsidiary seeks to make investments generally in Commodities Instruments while managing volatility. Investment weightings of the underlying Commodities Instruments held by the Subsidiary are rebalanced in an attempt to stabilize risk levels. The dynamic weighting process is designed to result in a disciplined, systematic investment process, which is keyed off of the Advisor’s volatility forecasting process. The Subsidiary may have both long and short positions in Commodities Instruments. However, for a given Commodity Instrument the Subsidiary will provide a net long exposure.
The remainder of the Fund’s assets will primarily be invested in: (1) short-term investment grade fixed income securities that include U.S. government and agency securities, sovereign debt obligations of non-U.S. countries, and repurchase agreements; (2) money market instruments; (3) ETFs and other investment companies registered under the Investment Company Act of 1940, as amended; and (4) cash and other cash equivalents. The Fund uses such instruments as investments and to collateralize the Subsidiary’s Commodities Instruments exposure on a day-to-day basis.
Performance             
      Average Annual Total Returns   Cumulative Total Returns
  6 Months
Ended
6/30/20 		1 Year
Ended
6/30/20 		5 Years
Ended
6/30/20 		Inception
(10/22/13)
to 6/30/20 		  5 Years
Ended
6/30/20 		Inception
(10/22/13)
to 6/30/20
Fund Performance              
NAV -17.69% -15.37% -8.33% -8.94%   -35.28% -46.54%
Market Price -17.81% -15.54% -8.38% -8.97%   -35.44% -46.68%
Index Performance              
Bloomberg Commodity Index -19.40% -17.38% -7.69% -8.86%   -32.97% -46.25%
S&P GSCI® Total Return Index -36.31% -33.90% -12.54% -14.89%   -48.83% -65.98%
S&P 500® Index -3.08% 7.51% 10.73% 11.14%   66.45% 102.67%
Total returns for the period since inception are calculated from the inception date of the Fund. “Average Annual Total Returns” represent the average annual change in value of an investment over the periods indicated. “Cumulative Total Returns” represent the total change in value of an investment over the periods indicated.
The Fund’s per share net asset value (“NAV”) is the value of one share of the Fund and is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of outstanding shares. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the stock exchange on which shares of the Fund are listed for trading as of the time that the Fund’s NAV is calculated. Since shares of the Fund did not trade in the secondary market until after its inception, for the period from inception to the first day of secondary market trading in shares of the Fund, the NAV of the Fund is used as a proxy for the secondary market trading price to calculate market returns. NAV and market returns assume that all distributions have been reinvested in the Fund at NAV and Market Price, respectively.
An index is a statistical composite that tracks a specified financial market or sector. Unlike the Fund, the indices do not actually hold a portfolio of securities and therefore do not incur the expenses incurred by the Fund. These expenses negatively impact the performance of the Fund. Also, market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower. The total returns presented reflect the reinvestment of dividends on securities in the indices. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. The investment return and principal value of shares of the Fund will vary with changes in market conditions. Shares of the Fund may be worth more or less than their original cost when they are redeemed or sold in the market. The Fund’s past performance is no guarantee of future performance.
Page 2
Fund Performance Overview (Unaudited) (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
 
Performance figures assume reinvestment of all distributions and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. An index is a statistical composite that tracks a specified financial market or sector. Unlike the Fund, the indices do not actually hold a portfolio of securities and therefore do not incur the expenses incurred by the Fund. These expenses negatively impact the performance of the Fund. The Fund’s past performance does not predict future performance.
Frequency Distribution of Discounts and Premiums
Bid/Ask Midpoint vs. NAV through June 30, 2020
The following Frequency Distribution of Discounts and Premiums charts are provided to show the frequency at which the bid/ask midpoint price for the Fund was at a discount or premium to the daily NAV. The following tables are for comparative purposes only and represent the period January 1, 2015 through June 30, 2020. Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares because shares are bought and sold at current market price. Data presented represents past performance and cannot be used to predict future results.
Number of Days Bid/Ask Midpoint At/Above NAV
For the Period 0.00%–0.49% 0.50%–0.99% 1.00%–1.99% >=2.00%
1/1/15 – 12/31/15 122 4 1 0
1/1/16 – 12/31/16 142 1 0 0
1/1/17 – 12/31/17 120 1 0 0
1/1/18 – 12/31/18 115 0 0 0
1/1/19 – 12/31/19 100 1 0 0
1/1/20 - 6/30/20 28 3 0 0
Number of Days Bid/Ask Midpoint Below NAV
For the Period 0.00%–0.49% 0.50%–0.99% 1.00%–1.99% >=2.00%
1/1/15 – 12/31/15 124 1 0 0
1/1/16 – 12/31/16 109 0 0 0
1/1/17 – 12/31/17 130 0 0 0
1/1/18 – 12/31/18 135 1 0 0
1/1/19 – 12/31/19 151 0 0 0
1/1/20 - 6/30/20 80 10 4 0
Page 3
Portfolio Management
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Semi-Annual Report
June 30, 2020 (Unaudited)
Advisor
First Trust Advisors L.P. (“First Trust” or the “Advisor”) serves as the investment advisor, commodity pool operator and commodity trading advisor to the First Trust Global Tactical Commodity Strategy Fund (the “Fund”). First Trust is responsible for the selection and ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund.
Portfolio Management Team
John Gambla – CFA, FRM, PRM, Senior Portfolio Manager
Rob A. Guttschow – CFA, Senior Portfolio Manager
Page 4
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Understanding Your Fund Expenses
June 30, 2020 (Unaudited)
As a shareholder of the First Trust Global Tactical Commodity Strategy Fund (the “Fund”), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. This Example is intended to help you understand your ongoing costs of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended June 30, 2020.
Actual Expenses
The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this six-month period.
Hypothetical Example for Comparison Purposes
The second line in the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
  Beginning
Account Value
January 1, 2020 		Ending
Account Value
June 30, 2020 		Annualized
Expense Ratio
Based on the
Six-Month
Period 		Expenses Paid
During the
Six-Month
Period (a)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Actual $1,000.00 $823.10 0.95% $4.31
Hypothetical (5% return before expenses) $1,000.00 $1,020.14 0.95% $4.77
    
(a) Expenses are equal to the annualized expense ratios as indicated in the table multiplied by the average account value over the period (January 1, 2020 through June 30, 2020), multiplied by 182/366 (to reflect the six-month period).
Page 5
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Portfolio of Investments
June 30, 2020 (Unaudited)
Shares   Description   Value
MONEY MARKET FUNDS – 7.3%
5,500,000  
Morgan Stanley Institutional Liquidity Funds - Treasury Portfolio - Institutional Class - 0.06% (a)
  $5,500,000
    (Cost $5,500,000)    
    
 
Total Investments – 7.3%
  5,500,000
  (Cost $5,500,000) (b)   
    
 
Net Other Assets and Liabilities – 92.7%
  70,169,248
 
Net Assets – 100.0%
  $75,669,248
The following futures contracts of the Fund’s wholly-owned subsidiary were open at June 30, 2020 (see Note 2B - Futures Contracts in the Notes to Consolidated Financial Statements):
Futures Contracts Long:   Number
of
Contracts 		  Notional
Value 		  Expiration
Date 		  Unrealized
Appreciation
(Depreciation)/
Value
Brent Crude Oil Futures   31   $1,283,090   Aug–20   $320,708
Brent Crude Oil Futures   22   914,320   Sep–20   189,609
Cattle Feeder Futures   22   1,461,350   Aug–20   (9,872)
Cocoa Futures   124   2,710,640   Sep–20   (172,970)
Coffee “C” Futures   50   1,893,750   Sep–20   14,567
Copper Futures   94   6,411,975   Sep–20   231,313
Corn Futures   127   2,225,675   Dec–20   25,457
Cotton No. 2 Futures   96   2,922,240   Dec–20   38,494
Gasoline RBOB Futures   14   706,482   Jul–20   238,164
Gasoline RBOB Futures   27   1,346,512   Aug–20   324,594
Gasoline RBOB Futures   25   1,159,305   Sep–20   343,879
Gold 100 Oz. Futures   44   7,922,200   Aug–20   192,937
Kansas City Hard Red Winter Wheat Futures   131   2,880,362   Sep–20   (179,200)
Lean Hogs Futures   57   1,117,770   Aug–20   (134,697)
Live Cattle Futures   78   3,003,780   Aug–20   107,273
LME Aluminum Futures   57   2,302,800   Sep–20   76,081
LME Lead Futures   14   620,725   Sep–20   31,041
LME Nickel Futures   27   2,073,762   Sep–20   37,551
LME Zinc Futures   23   1,176,450   Sep–20   31,125
Low Sulphur Gasoil “G” Futures   13   466,700   Sep–20   66,283
Low Sulphur Gasoil “G” Futures   18   653,850   Oct–20   69,551
Low Sulphur Gasoil “G” Futures   19   694,925   Nov–20   64,216
Low Sulphur Gasoil “G” Futures   19   697,775   Dec–20   96,605
Natural Gas Futures   51   1,451,970   Jan–21   (28,852)
Natural Gas Futures   48   1,187,520   Mar–21   73,732
NY Harbor ULSD Futures   29   1,465,985   Aug–20   254,964
Platinum Futures   16   680,960   Oct–20   (2,381)
Silver Futures   48   4,472,880   Sep–20   166,697
Soybean Futures   108   4,764,150   Nov–20   21,146
Soybean Meal Futures   68   2,012,120   Dec–20   (13,426)
Soybean Oil Futures   129   2,229,894   Dec–20   (7,510)
Sugar #11 (World) Futures   205   2,746,016   Sep–20   (17,839)
WTI Crude Futures   17   671,160   Sep–20   183,783
WTI Crude Futures   15   593,700   Oct–20   147,647
WTI Crude Futures   15   595,200   Nov–20   139,140
    Total   $69,517,993       $2,919,810
    
(a) Rate shown reflects yield as of June 30, 2020.
(b) Aggregate cost for financial reporting purposes approximates the aggregate cost for federal income tax purposes. As of June 30, 2020, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost was $3,486,557 and the aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value was $566,747. The net unrealized appreciation was $2,919,810. The amounts presented are inclusive of derivative contracts.
Page 6
See Notes to Consolidated Financial Statements
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Valuation Inputs
A summary of the inputs used to value the Fund’s investments as of June 30, 2020 is as follows (see Note 2A - Portfolio Valuation in the Notes to Consolidated Financial Statements):
ASSETS TABLE
  Total
Value at
6/30/2020 		Level 1
Quoted
Prices 		Level 2
Significant
Observable
Inputs 		Level 3
Significant
Unobservable
Inputs
Money Market Funds
$ 5,500,000 $ 5,500,000 $ — $ —
Futures Contracts
 3,486,557  3,486,557  —  —
Total
$ 8,986,557 $ 8,986,557 $— $—

 

LIABILITIES TABLE

  Total
Value at
6/30/2020 		Level 1
Quoted
Prices 		Level 2
Significant
Observable
Inputs 		Level 3
Significant
Unobservable
Inputs
Futures Contracts
$ (566,747) $ (566,747) $ — $ —
See Notes to Consolidated Financial Statements
Page 7
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Statement of Assets and Liabilities
June 30, 2020 (Unaudited)
ASSETS:  
Investments, at value

    (Cost $5,500,000)
$ 5,500,000
Cash
63,981,125
Cash segregated as collateral for open futures contracts
3,279,071
Due from broker
45,634
Receivables:  
Variation margin
3,486,557
Dividends
254
Total Assets
76,292,641
LIABILITIES:  
Payables:  
Variation margin
566,747
Investment advisory fees
56,646
Total Liabilities
623,393
NET ASSETS
$75,669,248
NET ASSETS consist of:  
Paid-in capital
$ 97,447,024
Par value
48,533
Accumulated distributable earnings (loss)
(21,826,309)
NET ASSETS
$75,669,248
NET ASSET VALUE, per share
$15.59
Number of shares outstanding (unlimited number of shares authorized, par value $0.01 per share)
4,853,334
Page 8
See Notes to Consolidated Financial Statements
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Statement of Operations
For the Six Months Ended June 30, 2020 (Unaudited)
INVESTMENT INCOME:  
Interest
$ 490,904
Dividends (net of foreign withholding tax of $3,471)
 23,427
Total investment income
514,331
EXPENSES:  
Investment advisory fees
 504,785
Total expenses
504,785
NET INVESTMENT INCOME (LOSS)
9,546
NET REALIZED AND UNREALIZED GAIN (LOSS):  
Net realized gain (loss) on:  
Investments
36,084
Futures contracts
(27,123,675)
Net realized gain (loss)
(27,087,591)
Net change in unrealized appreciation (depreciation) on:  
Investments
(12,491)
Futures contracts
(2,035,786)
Net change in unrealized appreciation (depreciation)
(2,048,277)
NET REALIZED AND UNREALIZED GAIN (LOSS)
(29,135,868)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$(29,126,322)
See Notes to Consolidated Financial Statements
Page 9
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Statements of Changes in Net Assets
  Six Months
Ended
6/30/2020
(Unaudited) 		  Year
Ended
12/31/2019
OPERATIONS:      
Net investment income (loss)
$ 9,546   $ 1,865,925
Net realized gain (loss)
 (27,087,591)    (7,051,639)
Net change in unrealized appreciation (depreciation)
 (2,048,277)    15,693,563
Net increase (decrease) in net assets resulting from operations
(29,126,322)   10,507,849
DISTRIBUTIONS TO SHAREHOLDERS FROM:      
Investment operations
 —    (1,346,263)
SHAREHOLDER TRANSACTIONS:      
Proceeds from shares sold
 7,451,481    18,367,607
Cost of shares redeemed
 (66,532,335)    (32,172,385)
Net increase (decrease) in net assets resulting from shareholder transactions
(59,080,854)   (13,804,778)
Total increase (decrease) in net assets
 (88,207,176)    (4,643,192)
NET ASSETS:      
Beginning of period
 163,876,424    168,519,616
End of period
$75,669,248   $163,876,424
CHANGES IN SHARES OUTSTANDING:      
Shares outstanding, beginning of period
 8,653,334    9,403,334
Shares sold
 500,000    1,000,000
Shares redeemed
 (4,300,000)    (1,750,000)
Shares outstanding, end of period
4,853,334   8,653,334
Page 10
See Notes to Consolidated Financial Statements
First Trust Global Tactical Commodity Strategy Fund (FTGC)
Consolidated Financial Highlights
For a share outstanding throughout each period
  Six Months
Ended
6/30/2020
(Unaudited) 		  Year Ended December 31,
2019   2018   2017   2016   2015
Net asset value, beginning of period
$ 18.94   $ 17.92   $ 20.77   $ 20.43   $ 20.32   $ 26.24
Income from investment operations:                      
Net investment income (loss)
0.21   0.26   0.18   (0.03)   (0.20)   (0.34)
Net realized and unrealized gain (loss)
(3.56)   0.91   (2.89)   0.62   0.31   (5.58)
Total from investment operations
(3.35)   1.17   (2.71)   0.59   0.11   (5.92)
Distributions paid to shareholders from:                      
Net investment income
—   (0.15)   (0.11)   (0.25)   —   —
Return of capital
—   —   (0.03)   —   —   —
Total distributions
—   (0.15)   (0.14)   (0.25)   —   —
Net asset value, end of period
$15.59   $18.94   $17.92   $20.77   $20.43   $20.32
Total return (a)
(17.69)%   6.55%   (13.04)%   2.89%   0.54%   (22.56)%
Ratios to average net assets/supplemental data:                      
Net assets, end of period (in 000’s)
$ 75,669   $ 163,876   $ 168,520   $ 188,005   $ 199,297   $ 184,000
Ratio of total expenses to average net assets
0.95% (b)   0.95%   0.95%   0.95%   0.95%   0.95%
Ratio of net investment income (loss) to average net assets
0.02% (b)   1.13%   0.75%   (0.33)%   (0.81)%   (0.92)%
Portfolio turnover rate (c)
0%   0%   0%   0%   0%   0%
    
(a) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year.
(b) Annualized.
(c) Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions, derivatives and in-kind transactions.
See Notes to Consolidated Financial Statements
Page 11
Notes to Consolidated Financial Statements
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
1. Organization
First Trust Exchange-Traded Fund VII (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust on November 6, 2012, and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Trust consists of two funds that are currently offering shares. This report covers the First Trust Global Tactical Commodity Strategy Fund (the “Fund”), a diversified series of the Trust, which trades under the ticker “FTGC” on The Nasdaq Stock Market LLC (“Nasdaq”) and commenced operations on October 22, 2013. Unlike conventional mutual funds, the Fund issues and redeems shares on a continuous basis, at net asset value (“NAV”), only in large specified blocks consisting of 50,000 shares called a “Creation Unit.” The Fund’s Creation Units are generally issued and redeemed for cash, and in certain circumstances, in-kind for securities in which the Fund invests. Except when aggregated in Creation Units, the shares are not redeemable securities of the Fund.
The Fund is an actively managed exchange-traded fund. The investment objective of the Fund is to seek to provide total return by providing investors with commodity exposure while seeking a relatively stable risk profile. Under normal market conditions, the Fund, through a wholly-owned subsidiary of the Fund, FT Cayman Subsidiary II (the “Subsidiary”), organized under the laws of the Cayman Islands, invests in a portfolio of commodity futures contracts and exchange-traded commodity linked instruments (collectively, “Commodities Instruments”). The Fund will not invest directly in Commodities Instruments. The Fund seeks to gain exposure to these investments exclusively by investing in the Subsidiary. The Fund’s investment in the Subsidiary may not exceed 25% of the Fund’s total assets at the end of each fiscal quarter. As of June 30, 2020, the Fund invested 23.48% of the Fund’s total assets in the Subsidiary. There can be no assurance that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
2. Significant Accounting Policies
The Fund is considered an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services-Investment Companies.” The consolidated financial statements include the accounts on a consolidated basis of the Subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the consolidated financial statements. The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from those estimates.
A. Portfolio Valuation
The Fund’s NAV is determined daily as of the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes early on a valuation day, the NAV is determined as of that time. The Fund’s NAV is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.
The Fund’s investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities, at fair value. Market value prices represent last sale or official closing prices from a national or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party pricing services. Fair value prices represent any prices not considered market value prices and are either obtained from a third-party pricing service or are determined by the Pricing Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), in accordance with valuation procedures adopted by the Trust’s Board of Trustees, and in accordance with provisions of the 1940 Act. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in the footnotes to the Consolidated Portfolio of Investments. The Fund’s investments are valued as follows:
Exchange-traded futures contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available, exchange-traded futures contracts are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price.
U.S. Treasuries are fair valued on the basis of valuations provided by a third-party pricing service approved by the Trust’s Board of Trustees.
Shares of open-end funds are valued at fair value which is based on NAV per share.
If the Fund’s investments are not able to be priced by their pre-established pricing methods, such investments may be valued by the Trust’s Board of Trustees or its delegate, the Advisor’s Pricing Committee, at fair value. A variety of factors may be considered in determining the fair value of such investments.
Page 12
Notes to Consolidated Financial Statements (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
Valuing the Fund’s holdings using fair value pricing will result in using prices for those holdings that may differ from current market valuations. The Subsidiary’s holdings will be valued in the same manner as the Fund’s holdings.
The Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows:
• Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
• Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following:
o Quoted prices for similar investments in active markets.
o Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly.
o Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates).
o Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
• Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the investment.
The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Fund’s investments as of June 30, 2020, is included with the Fund’s Consolidated Portfolio of Investments.
B. Futures Contracts
The Fund, through the Subsidiary, may purchase and sell exchange-listed commodity contracts. When the Subsidiary purchases a listed futures contract, it agrees to purchase a specified reference asset (e.g., commodity) at a specified future date. When the Subsidiary sells or shorts a listed futures contract, it agrees to sell a specified reference asset (e.g., commodity) at a specified future date. The price at which the purchase and sale will take place is fixed when the Subsidiary enters into the contract. The exchange clearing corporation is the ultimate counterparty for all exchange-listed contracts, so credit risk is limited to the creditworthiness of the exchange’s clearing corporation. Margin deposits are posted as collateral with the clearing broker and, in turn, with the exchange clearing corporation. Open futures contracts can be closed out prior to settlement by entering into an offsetting transaction in a matching futures contract. If the Subsidiary is not able to enter into an offsetting transaction, the Subsidiary will continue to be required to maintain margin deposits on the futures contract. When the contract is closed or expires, the Subsidiary records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed or expired. This gain or loss is included in “Net realized gain (loss) on futures contracts” on the Consolidated Statement of Operations.
Exchange-listed commodity futures contracts are generally based upon commodities within the six principal commodity groups: energy, industrial metals, agriculture, precious metals, foods and fibers, and livestock. The price of a commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while the Subsidiary is in a long position on that commodity, the value of the futures contract may change proportionately.
Upon entering into a futures contract, the Subsidiary must deposit funds, called margin, with its custodian in the name of the clearing broker equal to a specified percentage of the current value of the contract. Open futures contracts are marked-to-market daily with the change in value recognized as a component of “Net change in unrealized appreciation (depreciation) on futures contracts” on the Consolidated Statement of Operations. This daily fluctuation in value of the contracts is also known as variation margin and is included as “Variation margin” payable or receivable on the Consolidated Statement of Assets and Liabilities.
When the Subsidiary purchases or sells a futures contract, the Subsidiary is required to collateralize its position in order to limit the risk associated with the use of leverage and other related risks. To collateralize its position, the Subsidiary segregates assets consisting of cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as margin, are equal to the unrealized depreciation of the futures contract or otherwise collateralize its position in a manner consistent with the 1940 Act or the
Page 13
Notes to Consolidated Financial Statements (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
1940 Act Rules and SEC interpretations thereunder. As the Subsidiary continues to engage in the described securities trading practices and properly segregates assets, the segregated assets will function as a practical limit on the amount of leverage which the Subsidiary may undertake and on the potential increase in the speculative character of the Subsidiary’s outstanding portfolio investments. Additionally, such segregated assets generally ensure the availability of adequate funds to meet the obligations of the Subsidiary arising from such investment activities.
C. Cash
The Fund holds assets equal to or greater than the full notional exposure of the futures contracts. These assets may consist of cash and other short-term securities to comply with SEC guidance with respect to coverage of futures contracts by registered investment companies. At June 30, 2020, the Fund had restricted cash held of $3,279,071, which is included in “Cash segregated as collateral for open futures contracts” on the Consolidated Statement of Assets and Liabilities.
D. Investment Transactions and Investment Income
Investment transactions are recorded as of the trade date. Realized gains and losses from investment transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis. Amortization of premiums and accretion of discounts are recorded using the effective interest method.
E. Dividends and Distributions to Shareholders
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders at least annually.
Distributions in cash may be reinvested automatically in additional whole shares only if the broker through whom the shares were purchased makes such option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to customary brokerage commissions charged by the broker.
Distributions from net investment income and realized capital gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the consolidated financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net assets or NAV per share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different periods for consolidated financial statement and tax purposes, will reverse at some time in the future.
The tax character of distributions paid by the Fund during the fiscal year ended December 31, 2019, was as follows:
Distributions paid from:  
Ordinary income
$1,346,263
Capital gains
—
Return of capital
—
As of December 31, 2019, the components of distributable earnings on a tax basis for the Fund were as follows:
Undistributed ordinary income
$—
Accumulated capital and other gain (loss)
(1,231,250)
Net unrealized appreciation (depreciation)
6,199,337
F. Income Taxes
The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), which includes distributing substantially all of its net investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal and state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable income exceeds the distributions from such taxable income for the calendar year.
The Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Code. Therefore, the Fund is required to increase its taxable income by its share of the Subsidiary’s income, whether or not such earnings are distributed by the Subsidiary to the Fund. Net investment losses of the Subsidiary cannot be deducted by the Fund in the current period nor carried forward to offset taxable income in future periods.
Page 14
Notes to Consolidated Financial Statements (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
The Fund intends to utilize provisions of the federal income tax laws, which allow it to carry a realized capital loss forward indefinitely following the year of the loss and offset such loss against any future realized capital gains. The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At December 31, 2019, for federal income tax purposes, the Fund had no non-expiring capital loss carryforwards.
The Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ended 2016, 2017, 2018, and 2019 remain open to federal and state audit. As of June 30, 2020, management has evaluated the application of these standards to the Fund and has determined that no provision for income tax is required in the Fund’s consolidated financial statements for uncertain tax positions.
G. Expenses
Expenses, other than the investment advisory fee and other excluded expenses, are paid by the Advisor (See Note 3).
3. Investment Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First Trust, the investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, Chief Executive Officer of First Trust. First Trust is responsible for the selection and ongoing monitoring of the Fund’s and the Subsidiary’s investment portfolios, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund.
Pursuant to the Investment Management Agreement between the Trust and the Advisor, First Trust manages the investment of the Fund’s assets and is responsible for the Fund’s and the Subsidiary’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services, but excluding fee payments under the Investment Management Agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses. The Fund has agreed to pay First Trust an annual unitary management fee equal to 0.95% of its average daily net assets. First Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250, which is covered under the annual unitary management fee. The Subsidiary does not pay First Trust a separate management fee.
The Trust has multiple service agreements with Brown Brothers Harriman & Co. (“BBH”). Under the service agreements, BBH performs custodial, fund accounting, certain administrative services, and transfer agency services for the Fund. As custodian, BBH is responsible for custody of the Fund’s assets. As fund accountant and administrator, BBH is responsible for maintaining the books and records of the Fund’s investments and cash. As transfer agent, BBH is responsible for maintaining shareholder records for the Fund.
Each Trustee who is not an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”) is paid a fixed annual retainer that is allocated equally among each fund in the First Trust Fund Complex. Each Independent Trustee is also paid an annual per fund fee that varies based on whether the fund is a closed-end or other actively managed fund, a defined-outcome fund or an index fund.
Additionally, the Lead Independent Trustee and the Chairmen of the Audit Committee, Nominating and Governance Committee and Valuation Committee are paid annual fees to serve in such capacities, with such compensation allocated pro rata among each fund in the First Trust Fund Complex based on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and Committee Chairmen rotate every three years. The officers and “Interested” Trustee receive no compensation from the Trust for acting in such capacities.
4. Purchases and Sales of Securities
The cost of purchases and proceeds from sales of securities, excluding short-term investments, derivatives, and in-kind transactions, for the six months ended June 30, 2020, were $0 and $0, respectively.
For the six months ended June 30, 2020, the Fund did not have any in-kind purchases or sales.
5. Derivative Transactions
The following table presents the types of derivatives held by the Subsidiary at June 30, 2020, the primary underlying risk exposure and the location of these instruments as presented on the Consolidated Statement of Assets and Liabilities.
Page 15
Notes to Consolidated Financial Statements (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
        Asset Derivatives   Liability Derivatives
Derivative
Instrument 		  Risk
Exposure 		  Consolidated
Statement of Assets and
Liabilities Location 		  Value   Consolidated
Statement of Assets and
Liabilities Location 		  Value
Futures   Commodity Risk   Variation Margin Receivable   $ 3,486,557   Variation Margin Payable   $ 566,747
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the six months ended June 30, 2020, on derivative instruments, as well as the primary underlying risk exposure associated with each instrument.
Consolidated Statement of Operations Location  
Commodity Risk Exposure  
Net realized gain (loss) on futures contracts $(27,123,675)
Net change in unrealized appreciation (depreciation) on futures contracts (2,035,786)
During the six months ended June 30, 2020, the notional value of futures contracts opened and closed were $329,763,182 and $419,705,720, respectively.
The Fund does not have the right to offset financial assets and liabilities related to futures contracts on the Consolidated Statement of Assets and Liabilities.
6. Creations, Redemptions and Transaction Fees
Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000 shares in transactions with broker-dealers or large institutional investors that have entered into a participation agreement (an “Authorized Participant”). In order to purchase Creation Units of the Fund, an Authorized Participant must deposit (i) a designated portfolio of securities determined by First Trust (the “Deposit Securities”) and generally make or receive a cash payment referred to as the “Cash Component,” which is an amount equal to the difference between the NAV of the Fund shares (per Creation Unit Aggregation) and the market value of the Deposit Securities, and/or (ii) cash in lieu of all or a portion of the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per Creation Unit Aggregation exceeds the Deposit Amount), the Authorized Participant will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per Creation Unit Aggregation is less than the Deposit Amount), the Authorized Participant will receive the Cash Component. Authorized Participants purchasing Creation Units must pay to BBH, as transfer agent, a creation transaction fee (the “Creation Transaction Fee”) regardless of the number of Creation Units purchased in the transaction. The Creation Transaction Fee based on the composition of the securities included in the Fund’s portfolio and the countries in which the transactions are settled. The Creation Transaction Fee may increase or decrease with changes in the Fund’s portfolio. The price for each Creation Unit will equal the daily NAV per share times the number of shares in a Creation Unit plus the fees described above and, if applicable, any operational processing and brokerage costs, transfer fees or stamp taxes. When the Fund permits an Authorized Participant to substitute cash or a different security in lieu of depositing one or more of the requisite Deposit Securities, the Authorized Participant may also be assessed an amount to cover the cost of purchasing the Deposit Securities and/or disposing of the substituted securities, including operational processing and brokerage costs, transfer fees, stamp taxes, and part or all of the spread between the expected bid and offer side of the market related to such Deposit Securities and/or substitute securities.
Authorized Participants redeeming Creation Units must pay to BBH, as transfer agent, a redemption transaction fee (the “Redemption Transaction Fee”), regardless of the number of Creation Units redeemed in the transaction. The Redemption Transaction Fee may vary and is based on the composition of the securities included in the Fund’s portfolio and the countries in which the transactions are settled. The Redemption Transaction Fee may increase or decrease with changes in the Fund’s portfolio. The Fund reserves the right to effect redemptions in cash. An Authorized Participant may request cash redemption in lieu of securities; however, the Fund may, in its discretion, reject any such request.
7. Distribution Plan
The Board of Trustees 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 First Trust Portfolios L.P. (“FTP”), the distributor of the Fund, for amounts expended to finance activities primarily intended to result in the sale of Creation Units or to provide investor services. FTP may also use this amount to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services.
Page 16
Notes to Consolidated Financial Statements (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
No 12b-1 fees are currently paid by the Fund, and pursuant to a contractual arrangement, no 12b-1 fees will be paid any time before April 30, 2022.
8. Indemnification
The Trust, on behalf of the Fund, has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Subsequent Events
Management has evaluated the impact of all subsequent events to the Fund through the date the consolidated financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the consolidated financial statements that have not already been disclosed.
Page 17
Additional Information
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Trust uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio investments during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 988-5891; (2) on the Fund’s website at www.ftportfolios.com; and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Portfolio Holdings
The Fund files portfolio holdings information for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter on Form N-PORT. Portfolio holdings information for the third month of each fiscal quarter will be publicly available on the SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year is included in the semi-annual and annual reports to shareholders, respectively, and is filed with the SEC on Form N-CSR. The semi-annual and annual report for the Fund is available to investors within 60 days after the period to which it relates. The Fund’s Forms N-PORT and Forms N-CSR are available on the SEC’s website listed above.
Risk Considerations
Risks are inherent in all investing. Certain general risks that may be applicable to a Fund are identified below, but not all of the material risks relevant to each Fund are included in this report and not all of the risks below apply to each Fund. The material risks of investing in each Fund are spelled out in its prospectus, statement of additional information and other regulatory filings. Before investing, you should consider each Fund’s investment objective, risks, charges and expenses, and read each Fund’s prospectus and statement of additional information carefully. You can download each Fund’s prospectus at www.ftportfolios.com or contact First Trust Portfolios L.P. at (800) 621-1675 to request a prospectus, which contains this and other information about each Fund.
Concentration Risk. To the extent that a fund is able to invest a large 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 may affect the value of the fund’s investments more than if the fund were more broadly diversified. A fund that tracks an index will be concentrated to the extent the fund’s corresponding index is concentrated. A concentration makes a fund more susceptible to any single occurrence and may subject the fund to greater market risk than a fund that is not concentrated.
Credit Risk. Credit risk is the risk that an issuer of a security will be unable or unwilling to make dividend, interest and/or principal payments when due and the related risk that the value of a security may decline because of concerns about the issuer’s ability to make such payments.
Cyber Security Risk. The funds are susceptible to potential operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause a fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause a fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. In addition, cyber security breaches of a fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the fund invests, can also subject a fund to many of the same risks associated with direct cyber security breaches.
Derivatives Risk. To the extent a fund uses derivative instruments such as futures contracts, options contracts and swaps, the fund may experience losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivative. These risks are heightened when a fund’s portfolio managers use derivatives to enhance the fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the fund.
Equity Securities Risk. To the extent a fund invests in equity securities, the value of the fund’s shares will fluctuate with changes in the value of the equity securities. 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 stock market, such as market volatility, or when political or economic events affecting the issuers occur. In addition, 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.
ETF Risk. The shares of an ETF trade like common stock and represent an interest in a portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. Shares of an ETF trade on an exchange at market prices rather than
Page 18
Additional Information (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
net asset value, which may cause the shares to trade at a price greater than net asset value (premium) or less than net asset value (discount). In times of market stress, decisions by market makers to reduce or step away from their role of providing a market for an ETF’s shares, or decisions by an ETF’s authorized participants that they are unable or unwilling to proceed with creation and/or redemption orders of an ETF’s shares, could result in shares of the ETF trading at a discount to net asset value and in greater than normal intraday bid-ask spreads.
Fixed Income Securities Risk. To the extent a fund invests in fixed income securities, the fund will be subject to credit risk, income risk, interest rate risk, liquidity risk and prepayment risk. Income risk is the risk that income from a fund’s fixed income investments could decline during periods of falling interest rates. Interest rate risk is the risk that the value of a fund’s fixed income securities will decline because of rising interest rates. Liquidity risk is the risk that a security cannot be purchased or sold at the time desired, or cannot be purchased or sold without adversely affecting the price. Prepayment risk is the risk that the securities will be redeemed or prepaid by the issuer, resulting in lower interest payments received by the fund. In addition to these risks, high yield securities, or “junk” bonds, are subject to greater market fluctuations and risk of loss than securities with higher ratings, and the market for high yield securities is generally smaller and less liquid than that for investment grade securities.
Index Constituent Risk. Certain funds may be a constituent of one or more indices. As a result, such a fund may be included in one or more index-tracking exchange-traded funds or mutual funds. Being a component security of such a vehicle could greatly affect the trading activity involving a fund, the size of the fund and the market volatility of the fund. Inclusion in an index could significantly 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, a fund’s net asset value could be negatively impacted and the fund’s market price may be significantly below its net asset value during certain periods.
Index Provider Risk. To the extent a fund seeks to track an index, it is subject to Index Provider Risk. There is no assurance that the Index Provider will compile the Index accurately, or that the Index will be determined, maintained, constructed, reconstituted, rebalanced, composed, calculated or disseminated accurately. To correct any such error, the Index Provider may carry out an unscheduled rebalance or other modification of the Index constituents or weightings, which may increase the fund’s costs. The Index Provider does not provide any representation or warranty in relation to the quality, accuracy or completeness of data in the Index, and it does not guarantee that the Index will be calculated in accordance with its stated methodology. Losses or costs associated with any Index Provider errors generally will be borne by the fund and its shareholders.
Investment Companies Risk. To the extent a fund invests in the securities of other investment vehicles, the fund will incur additional fees and expenses that would not be present in a direct investment in those investment vehicles. Furthermore, the fund’s investment performance and risks are directly related to the investment performance and risks of the investment vehicles in which the fund invests.
LIBOR Risk. To the extent a fund invests in floating or variable rate obligations that use the London Interbank Offered Rate (“LIBOR”) as a reference interest rate, it is subject to LIBOR Risk. In 2017, the United Kingdom’s Financial Conduct Authority announced that LIBOR will cease to be available for use after 2021. The unavailability or replacement of LIBOR may affect the value, liquidity or return on certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades. Any potential effects of the transition away from LIBOR on the fund or on certain instruments in which the fund invests can be difficult to ascertain, and they may vary depending on a variety of factors. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the fund.
Management Risk. To the extent that a fund is actively managed, it is subject to management risk. In managing an actively-managed fund’s investment portfolio, the fund’s portfolio managers will apply investment techniques and risk analyses that may not have the desired result. There can be no guarantee that a fund will meet its investment objective.
Market Risk. Securities held by a fund, as well as shares of a fund itself, are subject to market fluctuations caused by factors such as general economic conditions, political events, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on a fund and its investments. Such events may affect certain geographic regions, countries, sectors and industries more significantly than others. The outbreak of the respiratory disease designated as COVID-19 in December 2019 has caused significant volatility and declines in global financial markets, which have caused losses for investors. The COVID-19 pandemic may last for an extended period of time and will continue to impact the economy for the foreseeable future.
Non-U.S. Securities Risk. To the extent a fund invests in non-U.S. securities, it is subject to additional risks not associated with securities of domestic issuers. Non-U.S. securities are subject to higher volatility than securities of domestic issuers due to: possible adverse political, social or economic developments; restrictions on foreign investment or exchange of securities; lack of liquidity;
Page 19
Additional Information (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
currency exchange rates; excessive taxation; government seizure of assets; different legal or accounting standards; and less government supervision and regulation of exchanges in foreign countries. Investments in non-U.S. securities may involve higher costs than investments in U.S. securities, including higher transaction and custody costs, as well as additional taxes imposed by non-U.S. governments. These risks may be heightened for securities of companies located, or with significant operations, in emerging market countries.
Passive Investment Risk. To the extent a fund seeks to track an index, the fund will invest in the securities included in, or representative of, the index regardless of their investment merit. A fund generally will not attempt to take defensive positions in declining markets.
NOT FDIC INSURED NOT BANK GUARANTEED MAY LOSE VALUE
Advisory Agreements
Board Considerations Regarding Approval of Continuation of Investment Management Agreements
The Board of Trustees of First Trust Exchange-Traded Fund VII (the “Trust”), including the Independent Trustees, unanimously approved the continuation of the Investment Management Agreement (the “Fund Agreement”) with First Trust Advisors L.P. (the “Advisor” ) on behalf of the First Trust Global Tactical Commodity Strategy Fund (the “Fund”). The Board approved the continuation of the Agreement for a one-year period ending June 30, 2021 at a meeting held on June 8, 2020. Because the Fund invests in commodity futures contracts and exchange-traded commodity linked instruments through a wholly-owned subsidiary of the Fund (the “Subsidiary”), the Board, including the Independent Trustees, also approved the continuation of an Investment Management Agreement (the “Subsidiary Agreement” and together with the Fund Agreement, the “Agreements”) with the Advisor for the Subsidiary, also for a one-year period. The Board determined that the continuation of the Agreements is in the best interests of the Fund in light of the nature, extent and quality of the services provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment.
To reach this determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. At meetings held on May 11, 2020 and June 8, 2020, the Board, including the Independent Trustees, reviewed materials provided by the Advisor responding to requests for information from counsel to the Independent Trustees, submitted on behalf of the Independent Trustees, that, among other things, outlined: the services provided by the Advisor to the Fund and the Subsidiary (including the relevant personnel responsible for these services and their experience); the unitary fee rate payable by the Fund as compared to fees charged to a peer group of funds (the “Expense Group”) and a broad peer universe of funds (the “Expense Universe”), each assembled by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent source, and as compared to fees charged to other clients of the Advisor, including other exchange-traded funds (“ETFs”) managed by the Advisor; the expense ratio of the Fund as compared to expense ratios of the funds in the Fund’s Expense Group and Expense Universe; performance information for the Fund, including comparisons of the Fund’s performance to that of one or more relevant benchmark indexes and to that of a performance group of funds and a broad performance universe of funds (the “Performance Universe”), each assembled by Broadridge; the nature of expenses incurred in providing services to the Fund and the potential for the Advisor to realize economies of scale, if any; profitability and other financial data for the Advisor; any fall-out benefits to the Advisor and its affiliate, First Trust Portfolios L.P. (“FTP”); and information on the Advisor’s compliance program. The Board reviewed initial materials with the Advisor at the meeting held on May 11, 2020, prior to which the Independent Trustees and their counsel met separately to discuss the information provided by the Advisor. Following the May meeting, counsel to the Independent Trustees, on behalf of the Independent Trustees, requested certain clarifications and supplements to the materials provided, and the information provided in response to those requests was considered at an executive session of the Independent Trustees and their counsel held prior to the June 8, 2020 meeting, as well as at the meeting held that day. The Board considered supplemental information provided by the Advisor on the operations of the Advisor and the performance of the Fund since the onset of the COVID-19 pandemic. The Board applied its business judgment to determine whether the arrangements between the Trust and the Advisor and between the Advisor and the Subsidiary continue to be reasonable business arrangements from the Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the Agreements, the Board had received sufficient information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in the Fund knowing that the Advisor manages the Fund and knowing the Fund’s unitary fee.
In reviewing the Agreements, the Board considered the nature, extent and quality of the services provided by the Advisor under the Agreements. The Board considered that the Advisor is responsible for the overall management and administration of the Trust, the Fund and the Subsidiary, and reviewed all of the services provided by the Advisor to the Fund and the Subsidiary, as well as the
Page 20
Additional Information (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
background and experience of the persons responsible for such services. The Board noted that the Fund is an actively-managed ETF and noted that the Advisor’s Alternatives Investment Team is responsible for the day-to-day management of the Fund’s and the Subsidiary’s investments. The Board considered the background and experience of the members of the Alternatives Investment Team and noted the Board’s prior meetings with members of the Team. The Board considered the Advisor’s statement that it applies the same oversight model internally with its Alternatives Investment Team as it uses for overseeing external sub-advisors, including portfolio risk monitoring and performance review. In reviewing the services provided, the Board noted the compliance program that had been developed by the Advisor and considered that it includes a robust program for monitoring the Advisor’s and the Fund’s compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The Board also considered a report from the Advisor with respect to its risk management functions related to the operation of the Fund. Finally, as part of the Board’s consideration of the Advisor’s services, the Advisor, in its written materials and at the May 11, 2020 meeting, described to the Board the scope of its ongoing investment in additional infrastructure and personnel to maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Trust, the Fund and the Subsidiary by the Advisor under the Agreements have been and are expected to remain satisfactory and that the Advisor has managed the Fund consistent with its investment objective, policies and restrictions.
The Board considered the unitary fee rate payable by the Fund under the Fund Agreement for the services provided. The Board considered that as part of the unitary fee the Advisor is responsible for the Fund’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees, if any, but excluding the fee payment under the Fund Agreement and interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses, if any. The Board noted that the Advisor receives no compensation under the Subsidiary Agreement and pays the expenses of the Subsidiary. The Board received and reviewed information showing the advisory or unitary fee rates and expense ratios of the peer funds in the Expense Group, as well as advisory and unitary fee rates charged by the Advisor to other fund (including ETFs) and non-fund clients, as applicable. Because the Fund pays a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Based on the information provided, the Board noted that the unitary fee for the Fund was above the median total (net) expense ratio of the peer funds in the Expense Group. With respect to the Expense Group, the Board at the May 11, 2020 meeting, discussed with Broadridge its methodology for assembling peer groups and discussed with the Advisor limitations in creating peer groups for actively-managed ETFs, including the limited number of actively-managed ETFs following a commodity-based strategy, and different business models that may affect the pricing of services among ETF sponsors. The Board took these limitations and differences into account in considering the peer data. With respect to fees charged to other non-ETF clients, the Board considered differences between the Fund and other non-ETF clients that limited their comparability. In considering the unitary fee rate overall, the Board also considered the Advisor’s statement that it seeks to meet investor needs through innovative and value-added investment solutions and the Advisor’s demonstrated long-term commitment to the Fund and the other funds in the First Trust Fund Complex.
The Board considered performance information for the Fund. The Board noted the process it has established for monitoring the Fund’s performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting from the Advisor for the Fund. The Board determined that this process continues to be effective for reviewing the Fund’s performance. The Board received and reviewed information comparing the Fund’s performance for periods ended December 31, 2019 to the performance of the funds in the Performance Universe and to that of a benchmark index. Based on the information provided, the Board noted that the Fund underperformed the Performance Universe median and the benchmark index for the one-, three- and five-year periods ended December 31, 2019. The Board noted the Advisor’s discussion of the Fund’s performance at the May 11, 2020 meeting.
On the basis of all the information provided on the unitary fee and performance of the Fund and the ongoing oversight by the Board, the Board concluded that the unitary fee for the Fund continues to be reasonable and appropriate in light of the nature, extent and quality of the services provided by the Advisor to the Fund under the Agreements.
The Board considered information and discussed with the Advisor whether there were any economies of scale in connection with providing advisory services to the Fund and noted the Advisor’s statement that it believes its expenses will likely increase over the next twelve months as the Advisor continues to hire personnel and build infrastructure, including technology, to improve the services to the Fund. The Board noted that any reduction in fixed costs associated with the management of the Fund would benefit the Advisor, but that the unitary fee structure provides a level of certainty in expenses for the Fund. The Board considered the revenues and allocated costs (including the allocation methodology) of the Advisor in serving as investment advisor to the Fund for the twelve months ended December 31, 2019 and the estimated profitability level for the Fund calculated by the Advisor based on such data, as well as complex-wide and product-line profitability data, for the same period. The Board noted the inherent limitations in the profitability analysis and concluded that, based on the information provided, the Advisor’s profitability level for the Fund was not unreasonable. In addition, the Board considered fall-out benefits described by the Advisor that may be realized from its relationship with the Fund. The Board considered that the Advisor had identified as a fall-out benefit to the Advisor and FTP their exposure to investors and brokers
Page 21
Additional Information (Continued)
First Trust Global Tactical Commodity Strategy Fund (FTGC)
June 30, 2020 (Unaudited)
who, absent their exposure to the Fund, may have had no dealings with the Advisor or FTP, and noted that the Advisor does not utilize soft dollars in connection with the Fund. The Board also considered the Advisor’s compensation for fund reporting services provided to the Fund pursuant to a separate Fund Reporting Services Agreement, which is paid from the unitary fee. The Board concluded that the character and amount of potential fall-out benefits to the Advisor were not unreasonable.
Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined that the terms of the Agreements continue to be fair and reasonable and that the continuation of the Agreements is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.
Liquidity Risk Management Program
In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund and each other fund in the First Trust Fund Complex, other than the closed-end funds, have adopted and implemented a liquidity risk management program (the “Program”) reasonably designed to assess and manage the funds’ liquidity risk, i.e., the risk that a fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund. The Board of Trustees of the First Trust Funds has appointed First Trust Advisors, L.P. (the “Advisor”) as the person designated to administer the Program, and in this capacity the Advisor performs its duties primarily through the activities and efforts of the First Trust Liquidity Committee.
Pursuant to the Program, the Liquidity Committee classifies the liquidity of each fund’s portfolio investments into one of the four liquidity categories specified by Rule 22e-4: highly liquid investments, moderately liquid investments, less liquid investments and illiquid investments. The Liquidity Committee determines certain of the inputs for this classification process, including reasonably anticipated trade sizes and significant investor dilution thresholds. The Liquidity Committee also determines and periodically reviews a highly liquid investment minimum for certain funds, monitors the funds’ holdings of assets classified as illiquid investments to seek to ensure they do not exceed 15% of a fund’s net assets and establishes policies and procedures regarding redemptions in kind.
At the May 11, 2020 meeting of the Board of Trustees, as required by Rule 22e-4 and the Program, the Advisor provided the Board with a written report prepared by the Advisor that addressed the operation of the Program during the period from June 1, 2019 (the initial compliance date for certain requirements of Rule 22e-4) through the Liquidity Committee’s annual meeting held on March 20, 2020 and assessed the Program’s adequacy and effectiveness of implementation during this period, including the operation of the highly liquid investment minimum for each fund that is required under the Program to have one, and any material changes to the Program. Note that because the Fund primarily holds assets that are highly liquid investments, the Fund has not adopted a highly liquid investment minimum.
As stated in the written report, during the review period, no fund breached the 15% limitation on illiquid investments, no fund with a highly liquid investment minimum breached that minimum and no fund filed a Form N-LIQUID. The Advisor concluded that each fund’s investment strategy is appropriate for an open-end fund; that the Program operated effectively in all material respects during the review period; and that the Program is reasonably designed to assess and manage the liquidity risk of each fund and to maintain compliance with Rule 22e-4.
Page 22
This page intentionally left blank
This page intentionally left blank
INVESTMENT ADVISOR
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
ADMINISTRATOR, CUSTODIAN,
FUND ACCOUNTANT &
TRANSFER AGENT
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603

 

 

First Trust Exchange-Traded Fund VII
First Trust Alternative Absolute Return Strategy ETF (FAAR)

Semi-Annual Report
For the Six Months Ended
June 30, 2020
Table of Contents
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Semi-Annual Report
June 30, 2020
Caution Regarding Forward-Looking Statements
This report 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 First Trust Advisors L.P. (“First Trust” or the “Advisor”) and its 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” 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 series of First Trust Exchange-Traded Fund VII (the “Trust”) described in this report (First Trust Alternative Absolute Return Strategy ETF; hereinafter referred to as 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 report, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and its representatives only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.
Performance and Risk Disclosure
There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Risk Considerations” in the Additional Information section of this report for a discussion of certain other risks of investing in the Fund.
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and share price will fluctuate and Fund shares, when sold, may be worth more or less than their original cost.
The Advisor may also periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
How to Read This Report
This report contains information that may help you evaluate your investment in the Fund. It includes details about the Fund and presents data and analysis that provide insight into the Fund’s performance and investment approach.
The statistical information that follows may help you understand the Fund’s performance compared to that of relevant market benchmarks.
It is important to keep in mind that the opinions expressed by personnel of the Advisor are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover the period through the date on the cover of this report. The material risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, and other Fund regulatory filings.
Shareholder Letter
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Semi-Annual Letter from the Chairman and CEO
June 30, 2020
Dear Shareholders,
First Trust is pleased to provide you with the semi-annual report for the First Trust Alternative Absolute Return Strategy ETF (the “Fund”), which contains detailed information about the Fund for the six months ended June 30, 2020.
The past six months have been a whirlwind in the U.S. and abroad. While it is believed that the coronavirus (“COVID-19”) pandemic was first discovered in Wuhan, China around the close of 2019, the country that has been hit the hardest since its onset is the U.S., according to data provided by the Johns Hopkins University Coronavirus Resource Center. As of July 17, 2020, there were 13.90 million confirmed cases of COVID-19 worldwide. The U.S. accounted for 3.62 million of them, the most of any country by far. Over the same period, there were 592,806 confirmed deaths from the virus worldwide. Once again, the U.S. led all countries with 138,840 deaths. Brazil was a distant second at 76,688 deaths. Having tried a stay-at-home mandate for much of the U.S. during the initial stages of the virus, a few large states did elect to reopen sooner than others and it appears to have backfired. Three such states − Georgia, Florida and Texas – have experienced a surge in COVID-19 cases.
Having said all that, the optimist in me is just as focused on finding a remedy for COVID-19, which seems likely to come in the form of a new vaccine. There are more than 100 COVID-19 vaccines in development and at least 20 of them are expected to begin human testing this year, according to Research and Markets, a provider of market analysis and insight into 800+ industries. Due to the severity of COVID-19, some governments around the globe appear to be ready to fast track any medicines demonstrating a high degree of efficacy in clinical testing. If we do not get a vaccine in the foreseeable future, perhaps therapeutics can tide us over.
The extent of the economic fallout from COVID-19 was put into perspective on July 30, 2020, as the economy posted its second consecutive quarter of negative U.S. gross domestic product (“GDP”). Real U.S. GDP growth declined by an annualized 32.9% in the second quarter, much worse than the 5.0% annualized decline registered in the first quarter of 2020, according to data from the Bureau of Economic Analysis. The two consecutive negative quarters of GDP growth is confirmation that the U.S. economy is in a recession. A recent survey by Primerica found that 86% of middle-income U.S. households have been financially impacted by the pandemic and 51% of those polled said they are concerned they might run out of money to purchase necessities by year-end. For these and other reasons, we believe the Trump Administration and Congress are likely to appropriate additional forms of stimulus to help Americans cope with the ongoing financial burdens associated with COVID-19.
Perhaps the best word to describe the relationship between the economy and the stock market these days is disconnected. The rally in stocks does not reflect the pain in the economy. On the other hand, exceptionally low interest rates and bond yields may be inspiring investors to assume more risk to generate more return. This is the appropriate time to utter the following: Don’t fight the Federal Reserve! The rebound in the stock market from its sharp sell-off in the first quarter of 2020 has been confidence-inspiring, in my opinion. The stock market is essentially a discounting mechanism that takes forecasts and other forward-looking information into account to value companies today. It could be that investors are looking beyond 2020 results to expected 2021 results. Bloomberg’s consensus 2020 and 2021 estimated earnings growth rates for the S&P 500® Index were -21.89% and 25.53%, respectively, as of July 17, 2020. While the ride could be a bit bumpy over the next few months (think presidential election), stay the course!
Thank you for giving First Trust the opportunity to play a role in your financial future. We value our relationship with you and will report on the Fund again in six months.
Sincerely,
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
Page 1
Fund Performance Overview (Unaudited)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
The First Trust Alternative Absolute Return Strategy ETF (the “Fund”) seeks to provide investors with long-term total return. The shares of the Fund are listed and trade on The Nasdaq Stock Market LLC under the ticker symbol “FAAR.” The Fund is an actively managed exchange-traded fund that seeks to achieve long-term total return through long and short investments in exchange-traded commodity futures contracts (“Commodity Futures”) through a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund does not invest directly in Commodity Futures. The Fund gains exposure to these investments exclusively by investing in the Subsidiary. The Subsidiary is advised by First Trust Advisors L.P., the Fund’s investment advisor.
The Fund’s investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly in Commodity Futures. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest without limitation in Commodity Futures. The Fund will invest up to 25% of its total assets in the Subsidiary.
The Subsidiary’s holdings primarily consist of Commodity Futures, which are contractual agreements to buy or sell a particular commodity or financial instrument at a pre-determined price at a settlement date in the future. The Fund, through the Subsidiary, engages in trading on commodity markets both inside and outside of the United States on behalf of the Fund. The Fund, through the Subsidiary, may invest in a range of Commodity Futures and markets as determined by the Fund’s investment advisor from time to time. The remainder of the Fund’s assets will primarily be invested in: (1) U.S. government and agency securities with maturities of five years or less; (2) short-term repurchase agreements; (3) money market instruments; and (4) cash. The Fund uses such instruments as investments and to collateralize the Subsidiary’s Commodity Futures exposure on a day-to-day basis.
Performance        
      Average Annual
Total Returns 		Cumulative
Total Returns
  6 Months Ended
6/30/20 		1 Year Ended
6/30/20 		Inception (5/18/16)
to 6/30/20 		Inception (5/18/16)
to 6/30/20
Fund Performance        
NAV 0.81% -0.92% -2.30% -9.15%
Market Price 1.04% -0.65% -2.23% -8.87%
Index Performance        
3 Month U.S. Treasury Bills + 3% 2.11% 4.76% 4.51% 19.91%
Bloomberg Commodity Index -19.40% -17.38% -5.14% -19.53%
S&P 500® Index -3.08% 7.51% 12.84% 64.46%
Total returns for the period since inception are calculated from the inception date of the Fund. “Average Annual Total Returns” represent the average annual change in value of an investment over the period indicated. “Cumulative Total Returns” represent the total change in value of an investment over the period indicated.
The Fund’s per share net asset value (“NAV”) is the value of one share of the Fund and is computed by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of outstanding shares. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the stock exchange on which shares of the Fund are listed for trading as of the time that the Fund’s NAV is calculated. Since shares of the Fund did not trade in the secondary market until after its inception, for the period from inception to the first day of secondary market trading in shares of the Fund, the NAV of the Fund is used as a proxy for the secondary market trading price to calculate market returns. NAV and market returns assume that all distributions have been reinvested in the Fund at NAV and Market Price, respectively.
An index is a statistical composite that tracks a specified financial market or sector. Unlike the Fund, the indices do not actually hold a portfolio of securities and therefore do not incur the expenses incurred by the Fund. These expenses negatively impact the performance of the Fund. Also, market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower. The total returns presented reflect the reinvestment of dividends on securities in the indices. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. The investment return and principal value of shares of the Fund will vary with changes in market conditions. Shares of the Fund may be worth more or less than their original cost when they are redeemed or sold in the market. The Fund’s past performance is no guarantee of future performance.
Page 2
Fund Performance Overview (Unaudited) (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
 
Performance figures assume reinvestment of all distributions and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. An index is a statistical composite that tracks a specified financial market or sector. Unlike the Fund, the indices do not actually hold a portfolio of securities and therefore do not incur the expenses incurred by the Fund. These expenses negatively impact the performance of the Fund. The Fund’s past performance does not predict future performance.
Frequency Distribution of Discounts and Premiums
Bid/Ask Midpoint vs. NAV through June 30, 2020
The following Frequency Distribution of Discounts and Premiums charts are provided to show the frequency at which the bid/ask midpoint price for the Fund was at a discount or premium to the daily NAV. The following tables are for comparative purposes only and represent the period May 19, 2016 (commencement of trading) through June 30, 2020. Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares because shares are bought and sold at current market price. Data presented represents past performance and cannot be used to predict future results.
Number of Days Bid/Ask Midpoint At/Above NAV
For the Period 0.00%–0.49% 0.50%–0.99% 1.00%–1.99% >=2.00%
5/19/16 – 12/31/16 72 40 0 0
1/1/17 – 12/31/17 43 70 68 7
1/1/18 – 12/31/18 213 9 0 0
1/1/19 – 12/31/19 165 4 1 0
1/1/20 – 6/30/20 59 22 2 0
Number of Days Bid/Ask Midpoint Below NAV
For the Period 0.00%–0.49% 0.50%–0.99% 1.00%–1.99% >=2.00%
5/19/16 – 12/31/16 27 16 2 0
1/1/17 – 12/31/17 44 17 2 0
1/1/18 – 12/31/18 29 0 0 0
1/1/19 – 12/31/19 82 0 0 0
1/1/20 – 6/30/20 36 6 0 0
Page 3
Portfolio Management
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Semi-Annual Report
June 30, 2020 (Unaudited)
Advisor
First Trust Advisors L.P. (“First Trust” or the “Advisor”) serves as the investment advisor, commodity pool operator and commodity trading advisor to the First Trust Alternative Absolute Return Strategy ETF (the “Fund”). First Trust is responsible for the selection and ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund.
Portfolio Management Team
John Gambla – CFA, FRM, PRM, Senior Portfolio Manager
Rob A. Guttschow – CFA, Senior Portfolio Manager
Page 4
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Understanding Your Fund Expenses
June 30, 2020 (Unaudited)
As a shareholder of the First Trust Alternative Absolute Return Strategy ETF (the “Fund”), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. This Example is intended to help you understand your ongoing costs of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held through the six-month period ended June 30, 2020.
Actual Expenses
The first line in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this six-month period.
Hypothetical Example for Comparison Purposes
The second line in the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as brokerage commissions. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
  Beginning
Account Value
January 1, 2020 		Ending
Account Value
June 30, 2020 		Annualized
Expense Ratio
Based on the
Six-Month
Period 		Expenses Paid
During the
Six-Month
Period (a)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Actual $1,000.00 $1,008.10 0.95% $4.74
Hypothetical (5% return before expenses) $1,000.00 $1,020.14 0.95% $4.77
    
(a) Expenses are equal to the annualized expense ratios as indicated in the table multiplied by the average account value over the period (January 1, 2020 through June 30, 2020), multiplied by 182/366 (to reflect the six-month period).
Page 5
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Portfolio of Investments
June 30, 2020 (Unaudited)
Principal
Value 		  Description   Stated
Coupon 		  Stated
Maturity 		  Value
U.S. TREASURY BILLS – 2.6%
$1,000,000  
U.S. Treasury Bill (a)
  (b)   07/09/20   $999,977
    
 
Total Investments – 2.6%
  999,977
  (Cost $999,662) (c)   
 
Net Other Assets and Liabilities – 97.4%
  36,816,081
 
Net Assets – 100.0%
  $37,816,058
The following futures contracts of the Fund’s wholly-owned subsidiary were open at June 30, 2020 (see Note 2B - Futures Contracts in the Notes to Consolidated Financial Statements):
Futures Contracts Long:   Number
of
Contracts 		  Notional
Value 		  Expiration
Date 		  Unrealized
Appreciation
(Depreciation)/
Value
Brent Crude Futures   27   $1,117,530   Aug–20   $17,879
Cocoa Futures   63   1,377,180   Sep–20   (111,909)
Copper Futures   41   2,796,713   Sep–20   101,370
Cotton No. 2 Futures   48   1,461,120   Dec–20   25,858
Gasoline RBOB Futures   33   1,490,504   Nov–20   (2,658)
Gold 100 Oz. Futures   6   1,080,300   Aug–20   37,714
Live Cattle Futures   42   1,617,420   Aug–20   (19,368)
LME Nickel Futures   2   153,612   Sep–20   (870)
Low Sulphur Gasoil “G’ Futures   11   394,900   Sep–20   4,175
NY Harbor ULSD Futures   8   398,664   Jul–20   1,781
Silver Futures   17   1,584,145   Sep–20   55,391
Soybean Futures   4   175,750   Aug–20   4,557
Soybean Futures   50   2,205,625   Nov–20   10,378
Soybean Oil Futures   34   587,724   Dec–20   (2,016)
Sugar #11 (World) Futures   108   1,446,682   Sep–20   (29,345)
WTI Crude Futures   10   393,400   Aug–20   11,510
        $18,281,269       $104,447
Futures Contracts Short:                
Cattle Feeder Futures   8   $(531,400)   Aug–20   $2,735
Coffee ”C“ Futures   17   (643,875)   Sep–20   (10,577)
Corn Futures   71   (1,212,325)   Sep–20   (49,563)
Corn Futures   24   (420,600)   Dec–20   (6,800)
KC HRW Wheat Futures   53   (1,165,338)   Sep–20   24,838
Lean Hogs Futures   37   (725,570)   Aug–20   79,570
LME Primary Aluminum Futures   23   (929,200)   Sep–20   (42,056)
Naturla Gas Futures   54   (1,537,380)   Jan–21   38,886
Platinum Futures   3   (127,680)   Oct–20   (4,923)
Soybean Meal Futures   27   (798,930)   Dec–20   13,364
        $(8,092,298)       $45,474
    Total   $10,188,971       $149,921
    
(a) All or a portion of this security is segregated as collateral for open futures contracts.
(b) Zero coupon bond.
(c) Aggregate cost for financial reporting purposes approximates the aggregate cost for federal income tax purposes. As of June 30, 2020, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost was $430,321 and the aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value was $280,085. The net unrealized appreciation was $150,236. The amounts presented are inclusive of derivative contracts.
Page 6
See Notes to Consolidated Financial Statements
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Valuation Inputs
A summary of the inputs used to value the Fund’s investments as of June 30, 2020 is as follows (see Note 2A - Portfolio Valuation in the Notes to Consolidated Financial Statements):
ASSETS TABLE
  Total
Value at
6/30/2020 		Level 1
Quoted
Prices 		Level 2
Significant
Observable
Inputs 		Level 3
Significant
Unobservable
Inputs
U.S. Treasury Bills
$ 999,977 $ — $ 999,977 $ —
Total Investments
 999,977  —  999,977  —
Futures Contracts
 430,006  430,006  —  —
Total
$ 1,429,983 $ 430,006 $ 999,977 $—

 

LIABILITIES TABLE

  Total
Value at
6/30/2020 		Level 1
Quoted
Prices 		Level 2
Significant
Observable
Inputs 		Level 3
Significant
Unobservable
Inputs
Futures Contracts
$ (280,085) $ (280,085) $ — $ —
Total
$ (280,085) $ (280,085) $— $—
See Notes to Consolidated Financial Statements
Page 7
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Statement of Assets and Liabilities
June 30, 2020 (Unaudited)
ASSETS:  
Investments, at value

    (Cost $999,662)
$ 999,977
Cash
38,019,328
Receivables:  
Variation margin
430,006
Investment securities sold
260,459
Total Assets
39,709,770
LIABILITIES:  
Due to broker
21,445
Payables:  
Fund shares redeemed
1,562,752
Variation margin
280,085
Investment advisory fees
29,430
Total Liabilities
1,893,712
NET ASSETS
$37,816,058
NET ASSETS consist of:  
Paid-in capital
$ 37,166,125
Par value
14,500
Accumulated distributable earnings (loss)
635,433
NET ASSETS
$37,816,058
NET ASSET VALUE, per share
$26.08
Number of shares outstanding (unlimited number of shares authorized, par value $0.01 per share)
1,450,002
Page 8
See Notes to Consolidated Financial Statements
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Statement of Operations
For the Six Months Ended June 30, 2020 (Unaudited)
INVESTMENT INCOME:  
Interest
$ 102,811
Dividends (net of foreign withholding tax of $100)
 286
Total investment income
103,097
EXPENSES:  
Investment advisory fees
 141,967
Excise tax expense
 278
Total expenses
142,245
NET INVESTMENT INCOME (LOSS)
(39,148)
NET REALIZED AND UNREALIZED GAIN (LOSS):  
Net realized gain (loss) on:  
Investments
1,896
Futures contracts
775,374
Net realized gain (loss)
 777,270
Net change in unrealized appreciation (depreciation) on:  
Investments
(1,835)
Futures contracts
(87,767)
Net change in unrealized appreciation (depreciation)
(89,602)
NET REALIZED AND UNREALIZED GAIN (LOSS)
687,668
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 648,520
See Notes to Consolidated Financial Statements
Page 9
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Statements of Changes in Net Assets
  Six Months
Ended
6/30/2020
(Unaudited) 		  Year
Ended
12/31/2019
OPERATIONS:      
Net investment income (loss)
$ (39,148)   $ 324,644
Net realized gain (loss)
 777,270    (1,618,011)
Net change in unrealized appreciation (depreciation)
 (89,602)    163,239
Net increase (decrease) in net assets resulting from operations
648,520   (1,130,128)
DISTRIBUTIONS TO SHAREHOLDERS FROM:      
Investment operations
 (13,340)    (264,701)
SHAREHOLDER TRANSACTIONS:      
Proceeds from shares sold
 15,135,170    29,572,780
Cost of shares redeemed
 (3,833,515)    (20,832,525)
Net increase (decrease) in net assets resulting from shareholder transactions
11,301,655   8,740,255
Total increase (decrease) in net assets
 11,936,835    7,345,426
NET ASSETS:      
Beginning of period
 25,879,223    18,533,797
End of period
$37,816,058   $25,879,223
CHANGES IN SHARES OUTSTANDING:      
Shares outstanding, beginning of period
 1,000,002    700,002
Shares sold
 600,000    1,100,000
Shares redeemed
 (150,000)    (800,000)
Shares outstanding, end of period
1,450,002   1,000,002
Page 10
See Notes to Consolidated Financial Statements
First Trust Alternative Absolute Return Strategy ETF (FAAR)
Consolidated Financial Highlights
For a share outstanding throughout each period
  Six Months
Ended
6/30/2020
(Unaudited) 		  Year Ended December 31,   Period
Ended
12/31/2016 (a)
2019   2018   2017
Net asset value, beginning of period
$ 25.88   $ 26.48   $ 29.35   $ 28.45   $ 30.00
Income from investment operations:                  
Net investment income (loss)
0.05   0.36   0.14   (0.10) (b)   (0.15)
Net realized and unrealized gain (loss)
0.16   (0.70)   (2.86)   1.83   (1.40)
Total from investment operations
0.21   (0.34)   (2.72)   1.73   (1.55)
Distributions paid to shareholders from:                  
Net investment income
(0.01)   (0.26)   (0.11)   (0.83)   —
Return of capital
—   —   (0.04)   —   —
Total distributions
(0.01)   (0.26)   (0.15)   (0.83)   —
Net asset value, end of period
$26.08   $25.88   $26.48   $29.35   $28.45
Total return (c)
0.81%   (1.27)%   (9.23)%   6.08%   (5.17)%
Ratios to average net assets/supplemental data:                  
Net assets, end of period (in 000’s)
$ 37,816   $ 25,879   $ 18,534   $ 7,338   $ 2,845
Ratio of total expenses to average net assets
0.95% (d)   0.95%   0.95%   0.95%   0.95% (d)
Ratio of net investment income (loss) to average net assets
(0.26)% (d)   0.88%   0.65%   (0.33)%   (0.82)% (d)
Portfolio turnover rate (e)
0%   0%   0%   0%   0%
    
(a) Inception date is May 18, 2016, which is consistent with the commencement of investment operations and is the date the initial creation unit was established. First Trust Portfolios L.P. seeded the Fund on May 9, 2016 in order to provide initial capital required by SEC rules.
(b) Based on average shares outstanding.
(c) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. The returns presented do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares. Total return is calculated for the time period presented and is not annualized for periods of less than a year.
(d) Annualized.
(e) Portfolio turnover is calculated for the time period presented and is not annualized for periods of less than a year and does not include securities received or delivered from processing creations or redemptions, derivatives and in-kind transactions.
See Notes to Consolidated Financial Statements
Page 11
Notes to Consolidated Financial Statements
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
1. Organization
First Trust Exchange-Traded Fund VII (the “Trust”) is an open-end management investment company organized as a Massachusetts business trust on November 6, 2012, and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Trust consists of two funds that are offering shares. This report covers the First Trust Alternative Absolute Return Strategy ETF (the “Fund”), a non-diversified series of the Trust, which trades under the ticker “FAAR” on The Nasdaq Stock Market LLC (“Nasdaq”) and commenced operations on May 18, 2016. Unlike conventional mutual funds, the Fund issues and redeems shares on a continuous basis, at net asset value (“NAV”), only in large specified blocks consisting of 50,000 shares called a “Creation Unit.” The Fund’s Creation Units are generally issued and redeemed for cash or, in certain circumstances, in-kind for securities in which the Fund invests. Except when aggregated in Creation Units, the shares are not redeemable securities of the Fund.
The Fund is an actively managed exchange-traded fund. The investment objective of the Fund is to seek to provide investors with long-term total return. Under normal market conditions, the Fund, through a wholly-owned subsidiary of the Fund, FT Cayman Subsidiary III (the “Subsidiary”), organized under the laws of the Cayman Islands, invests in a portfolio of commodity futures contracts (“Commodities Futures”). The Fund does not invest directly in Commodities Futures. The Fund gains exposure to these investments exclusively by investing in the Subsidiary. The Fund’s investment in the Subsidiary may not exceed 25% of the Fund’s total assets at the end of each fiscal quarter. As of June 30, 2020, the Fund invested 19.80% of the Fund’s total assets in the Subsidiary. There can be no assurance that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
2. Significant Accounting Policies
The Fund is considered an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services-Investment Companies.” The consolidated financial statements include the accounts on a consolidated basis of the Subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the consolidated financial statements. The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from those estimates.
A. Portfolio Valuation
The Fund’s NAV is determined daily as of the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes early on a valuation day, the NAV is determined as of that time. The Fund’s NAV is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses and dividends declared but unpaid), by the total number of shares outstanding.
The Fund’s investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities, at fair value. Market value prices represent last sale or official closing prices from a national or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party pricing services. Fair value prices represent any prices not considered market value prices and are either obtained from a third-party pricing service or are determined by the Pricing Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), in accordance with valuation procedures adopted by the Trust’s Board of Trustees, and in accordance with provisions of the 1940 Act. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in the footnotes to the Consolidated Portfolio of Investments. The Fund’s investments are valued as follows:
Exchange-traded futures contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available, exchange-traded futures contracts are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price.
U.S. Treasuries are fair valued on the basis of valuations provided by a third-party pricing service approved by the Trust’s Board of Trustees.
If the Fund’s investments are not able to be priced by their pre-established pricing methods, such investments may be valued by the Trust’s Board of Trustees or its delegate, the Advisor’s Pricing Committee, at fair value. A variety of factors may be considered in determining the fair value of such investments.
Valuing the Fund’s holdings using fair value pricing will result in using prices for those holdings that may differ from current market valuations. The Subsidiary’s holdings will be valued in the same manner as the Fund’s holdings.
Page 12
Notes to Consolidated Financial Statements (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
The Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows:
• Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
• Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following:
o Quoted prices for similar investments in active markets.
o Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly.
o Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates).
o Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
• Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the investment.
The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Fund’s investments as of June 30, 2020, is included with the Fund’s Consolidated Portfolio of Investments.
B. Futures Contracts
The Fund, through the Subsidiary, may purchase and sell exchange-listed commodity contracts. When the Subsidiary purchases a listed futures contract, it agrees to purchase a specified reference asset (e.g., commodity) at a specified future date. When the Subsidiary sells or shorts a listed futures contract, it agrees to sell a specified reference asset (e.g., commodity) at a specified future date. The price at which the purchase and sale will take place is fixed when the Subsidiary enters into the contract. The exchange clearing corporation is the ultimate counterparty for all exchange-listed contracts, so credit risk is limited to the creditworthiness of the exchange’s clearing corporation. Margin deposits are posted as collateral with the clearing broker and, in turn, with the exchange clearing corporation. Open futures contracts can be closed out prior to settlement by entering into an offsetting transaction in a matching futures contract. If the Subsidiary is not able to enter into an offsetting transaction, the Subsidiary will continue to be required to maintain margin deposits on the futures contract. When the contract is closed or expires, the Subsidiary records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed or expired. This gain or loss is included in “Net realized gain (loss) on futures contracts” on the Consolidated Statement of Operations.
Exchange-listed commodity futures contracts are generally based upon commodities within the five principal commodity groups: energy, industrial metals, agriculture, precious metals, and livestock. The price of a commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while the Subsidiary is in a long position on that commodity, the value of the futures contract may change proportionately.
Upon entering into a futures contract, the Subsidiary must deposit funds, called margin, with its custodian in the name of the clearing broker equal to a specified percentage of the current value of the contract. Open futures contracts are marked-to-market daily with the change in value recognized as a component of “Net change in unrealized appreciation (depreciation) on futures contracts” on the Consolidated Statement of Operations. This daily fluctuation in value of the contracts is also known as variation margin and is included as “Variation margin” payable or receivable on the Consolidated Statement of Assets and Liabilities.
When the Subsidiary purchases or sells a futures contract, the Subsidiary is required to collateralize its position in order to limit the risk associated with the use of leverage and other related risks. To collateralize its position, the Subsidiary segregates assets consisting of cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as margin, are equal to the unrealized depreciation of the futures contract or otherwise collateralize its position in a manner consistent with the 1940 Act or the 1940 Act Rules and SEC interpretations thereunder. As the Subsidiary continues to engage in the described securities trading practices and properly segregates assets, the segregated assets will function as a practical limit on the amount of leverage which the Subsidiary may undertake and on the potential increase in the speculative character of the Subsidiary’s outstanding portfolio investments.
Page 13
Notes to Consolidated Financial Statements (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
Additionally, such segregated assets generally ensure the availability of adequate funds to meet the obligations of the Subsidiary arising from such investment activities.
C. Investment Transactions and Investment Income
Investment transactions are recorded as of the trade date. Realized gains and losses from investment transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, if any, is recorded on the accrual basis. Amortization of premiums and accretion of discounts are recorded using the effective interest method.
D. Cash
The Fund holds assets equal to or greater than the full notional exposure of the futures contracts. These assets may consist of cash and other short-term securities to comply with SEC guidance with respect to coverage of futures contracts by registered investment companies. At June 30, 2020, the Fund had no restricted cash.
E. Dividends and Distributions to Shareholders
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders at least annually.
Distributions in cash may be reinvested automatically in additional whole shares only if the broker through whom the shares were purchased makes such option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to customary brokerage commissions charged by the broker.
Distributions from net investment income and realized capital gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the consolidated financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net assets or NAV per share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different periods for consolidated financial statement and tax purposes, will reverse at some time in the future.
The tax character of distributions paid by the Fund during the fiscal year ended December 31, 2019, was as follows:
Distributions paid from:  
Ordinary income
$264,701
Capital gains
—
Return of capital
—
As of December 31, 2019, the components of distributable earnings on a tax basis for the Fund were as follows:
Undistributed ordinary income
$13,071
Accumulated capital and other gain (loss)
(121,431)
Net unrealized appreciation (depreciation)
361,269
F. Income Taxes
The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), which includes distributing substantially all of its net investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal and state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable income exceeds the distributions from such taxable income for the calendar year.
The Subsidiary is classified as a controlled foreign corporation under Subchapter N of the Code. Therefore, the Fund is required to increase its taxable income by its share of the Subsidiary’s income, whether or not such earnings are distributed by the Subsidiary to the Fund. Net investment losses of the Subsidiary cannot be deducted by the Fund in the current period nor carried forward to offset taxable income in future periods.
The Fund intends to utilize provisions of the federal income tax laws, which allow it to carry a realized capital loss forward indefinitely following the year of the loss and offset such loss against any future realized capital gains. The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At December 31, 2019, for federal income tax purposes, the Fund had no non-expiring capital loss carryforwards.
Page 14
Notes to Consolidated Financial Statements (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
The Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ended 2016, 2017, 2018, and 2019 remain open to federal and state audit. As of June 30, 2020, management has evaluated the application of these standards to the Fund and has determined that no provision for income tax is required in the Fund’s consolidated financial statements for uncertain tax positions.
G. Expenses
Expenses, other than the investment advisory fee and other excluded expenses, are paid by the Advisor (See Note 3).
3. Investment Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First Trust, the investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, Chief Executive Officer of First Trust. First Trust is responsible for the selection and ongoing monitoring of the Fund’s and the Subsidiary’s investment portfolios, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund.
Pursuant to the Investment Management Agreement between the Trust and the Advisor, First Trust manages the investment of the Fund’s assets and is responsible for the Fund’s and the Subsidiary’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services, but excluding fee payments under the Investment Management Agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses. The Fund has agreed to pay First Trust an annual unitary management fee equal to 0.95% of its average daily net assets. First Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250, which is covered under the annual unitary management fee. The Subsidiary does not pay First Trust a separate management fee.
The Trust has multiple service agreements with Brown Brothers Harriman & Co. (“BBH”). Under the service agreements, BBH performs custodial, fund accounting, certain administrative services, and transfer agency services for the Fund. As custodian, BBH is responsible for custody of the Fund’s assets. As fund accountant and administrator, BBH is responsible for maintaining the books and records of the Fund’s investments and cash. As transfer agent, BBH is responsible for maintaining shareholder records for the Fund.
Each Trustee who is not an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”) is paid a fixed annual retainer that is allocated equally among each fund in the First Trust Fund Complex. Each Independent Trustee is also paid an annual per fund fee that varies based on whether the fund is a closed-end or other actively managed fund, a defined-outcome fund or an index fund.
Additionally, the Lead Independent Trustee and the Chairmen of the Audit Committee, Nominating and Governance Committee and Valuation Committee are paid annual fees to serve in such capacities, with such compensation allocated pro rata among each fund in the First Trust Fund Complex based on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and Committee Chairmen rotate every three years. The officers and “Interested” Trustee receive no compensation from the Trust for acting in such capacities.
4. Purchases and Sales of Securities
The cost of purchases and proceeds from sales of securities, excluding short-term investments, derivatives, and in-kind transactions, for the six months ended June 30, 2020, were $0 and $0, respectively.
For the six months ended June 30, 2020, the Fund did not have any in-kind purchases or sales.
5. Derivative Transactions
The following table presents the types of derivatives held by the Subsidiary at June 30, 2020, the primary underlying risk exposure and the location of these instruments as presented on the Consolidated Statement of Assets and Liabilities.
        Asset Derivatives   Liability Derivatives
Derivative
Instrument 		  Risk
Exposure 		  Consolidated
Statement of Assets and
Liabilities Location 		  Value   Consolidated
Statement of Assets and
Liabilities Location 		  Value
Futures   Commodity Risk   Variation Margin Receivable   $ 430,006   Variation Margin Payable   $ 280,085
Page 15
Notes to Consolidated Financial Statements (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the six months ended June 30, 2020, on derivative instruments, as well as the primary underlying risk exposure associated with each instrument.
Consolidated Statement of Operations Location  
Commodity Risk Exposure  
Net realized gain (loss) on futures contracts $775,374
Net change in unrealized appreciation (depreciation) on futures contracts (87,767)
During the six months ended June 30, 2020, the notional value of futures contracts opened and closed were $126,902,217 and $116,729,305, respectively.
The Fund does not have the right to offset financial assets and liabilities related to futures contracts on the Consolidated Statement of Assets and Liabilities.
6. Creations, Redemptions and Transaction Fees
Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000 shares in transactions with broker-dealers or large institutional investors that have entered into a participation agreement (an “Authorized Participant”). In order to purchase Creation Units of the Fund, an Authorized Participant must deposit (i) a designated portfolio of securities and other instruments determined by First Trust (the “Deposit Securities”) and generally make or receive a cash payment referred to as the “Cash Component,” which is an amount equal to the difference between the NAV of the Fund shares (per Creation Unit Aggregation) and the market value of the Deposit Securities, and/or (ii) cash in lieu of all or a portion of the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per Creation Unit Aggregation exceeds the Deposit Amount), the Authorized Participant will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per Creation Unit Aggregation is less than the Deposit Amount), the Authorized Participant will receive the Cash Component. Authorized Participants purchasing Creation Units must pay to BBH, as transfer agent, a creation transaction fee (the “Creation Transaction Fee”) regardless of the number of Creation Units purchased in the transaction. The Creation Transaction Fee may vary and is based on the composition of the securities included in the Fund’s portfolio and the countries in which the transactions are settled. The Creation Transaction Fee may increase or decrease with changes in the Fund’s portfolio. The price for each Creation Unit will equal the daily NAV per share times the number of shares in a Creation Unit plus the fees described above and, if applicable, any operational processing and brokerage costs, transfer fees or stamp taxes. When the Fund permits an Authorized Participant to substitute cash or a different security in lieu of depositing one or more of the requisite Deposit Securities, the Authorized Participant may also be assessed an amount to cover the cost of purchasing the Deposit Securities and/or disposing of the substituted securities, including operational processing and brokerage costs, transfer fees, stamp taxes, and part or all of the spread between the expected bid and offer side of the market related to such Deposit Securities and/or substitute securities.
Authorized Participants redeeming Creation Units must pay to BBH, as transfer agent, a redemption transaction fee (the “Redemption Transaction Fee”), regardless of the number of Creation Units redeemed in the transaction. The Redemption Transaction Fee may vary and is based on the composition of the securities included in the Fund’s portfolio and the countries in which the transactions are settled. The Redemption Transaction Fee may increase or decrease with changes in the Fund’s portfolio. The Fund reserves the right to effect redemptions in cash. An Authorized Participant may request cash redemption in lieu of securities; however, the Fund may, in its discretion, reject any such request.
7. Distribution Plan
The Board of Trustees 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 First Trust Portfolios L.P. (“FTP”), the distributor of the Fund, for amounts expended to finance activities primarily intended to result in the sale of Creation Units or to provide investor services. FTP may also use this amount to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services.
No 12b-1 fees are currently paid by the Fund, and pursuant to a contractual arrangement, no 12b-1 fees will be paid any time before April 30, 2022.
Page 16
Notes to Consolidated Financial Statements (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
8. Indemnification
The Trust, on behalf of the Fund, has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Subsequent Events
Management has evaluated the impact of all subsequent events to the Fund through the date the consolidated financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the consolidated financial statements that have not already been disclosed.
Page 17
Additional Information
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Trust uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio investments during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 988-5891; (2) on the Fund’s website at www.ftportfolios.com; and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Portfolio Holdings
The Fund files portfolio holdings information for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter on Form N-PORT. Portfolio holdings information for the third month of each fiscal quarter will be publicly available on the SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year is included in the semi-annual and annual reports to shareholders, respectively, and is filed with the SEC on Form N-CSR. The semi-annual and annual report for the Fund is available to investors within 60 days after the period to which it relates. The Fund’s Forms N-PORT and Forms N-CSR are available on the SEC’s website listed above.
Distributions paid to foreign shareholders during the Fund’s fiscal year ended December 31, 2019 that were properly designated by the Fund as “interest-related dividends” or “short-term capital gain dividends,” may not be subject to federal income tax provided that the income was earned directly by such foreign shareholders.
Risk Considerations
Risks are inherent in all investing. Certain general risks that may be applicable to a Fund are identified below, but not all of the material risks relevant to each Fund are included in this report and not all of the risks below apply to each Fund. The material risks of investing in each Fund are spelled out in its prospectus, statement of additional information and other regulatory filings. Before investing, you should consider each Fund’s investment objective, risks, charges and expenses, and read each Fund’s prospectus and statement of additional information carefully. You can download each Fund’s prospectus at www.ftportfolios.com or contact First Trust Portfolios L.P. at (800) 621-1675 to request a prospectus, which contains this and other information about each Fund.
Concentration Risk. To the extent that a fund is able to invest a large 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 may affect the value of the fund’s investments more than if the fund were more broadly diversified. A fund that tracks an index will be concentrated to the extent the fund’s corresponding index is concentrated. A concentration makes a fund more susceptible to any single occurrence and may subject the fund to greater market risk than a fund that is not concentrated.
Credit Risk. Credit risk is the risk that an issuer of a security will be unable or unwilling to make dividend, interest and/or principal payments when due and the related risk that the value of a security may decline because of concerns about the issuer’s ability to make such payments.
Cyber Security Risk. The funds are susceptible to potential operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause a fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause a fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. In addition, cyber security breaches of a fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the fund invests, can also subject a fund to many of the same risks associated with direct cyber security breaches.
Derivatives Risk. To the extent a fund uses derivative instruments such as futures contracts, options contracts and swaps, the fund may experience losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivative. These risks are heightened when a fund’s portfolio managers use derivatives to enhance the fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the fund.
Equity Securities Risk. To the extent a fund invests in equity securities, the value of the fund’s shares will fluctuate with changes in the value of the equity securities. 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 stock market, such as market volatility, or when political or economic events affecting the issuers occur. In addition, 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.
Page 18
Additional Information (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
ETF Risk. The shares of an ETF trade like common stock and represent an interest in a portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. Shares of an ETF trade on an exchange at market prices rather than net asset value, which may cause the shares to trade at a price greater than net asset value (premium) or less than net asset value (discount). In times of market stress, decisions by market makers to reduce or step away from their role of providing a market for an ETF’s shares, or decisions by an ETF’s authorized participants that they are unable or unwilling to proceed with creation and/or redemption orders of an ETF’s shares, could result in shares of the ETF trading at a discount to net asset value and in greater than normal intraday bid-ask spreads.
Fixed Income Securities Risk. To the extent a fund invests in fixed income securities, the fund will be subject to credit risk, income risk, interest rate risk, liquidity risk and prepayment risk. Income risk is the risk that income from a fund’s fixed income investments could decline during periods of falling interest rates. Interest rate risk is the risk that the value of a fund’s fixed income securities will decline because of rising interest rates. Liquidity risk is the risk that a security cannot be purchased or sold at the time desired, or cannot be purchased or sold without adversely affecting the price. Prepayment risk is the risk that the securities will be redeemed or prepaid by the issuer, resulting in lower interest payments received by the fund. In addition to these risks, high yield securities, or “junk” bonds, are subject to greater market fluctuations and risk of loss than securities with higher ratings, and the market for high yield securities is generally smaller and less liquid than that for investment grade securities.
Index Constituent Risk. Certain funds may be a constituent of one or more indices. As a result, such a fund may be included in one or more index-tracking exchange-traded funds or mutual funds. Being a component security of such a vehicle could greatly affect the trading activity involving a fund, the size of the fund and the market volatility of the fund. Inclusion in an index could significantly 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, a fund’s net asset value could be negatively impacted and the fund’s market price may be significantly below its net asset value during certain periods.
Index Provider Risk. To the extent a fund seeks to track an index, it is subject to Index Provider Risk. There is no assurance that the Index Provider will compile the Index accurately, or that the Index will be determined, maintained, constructed, reconstituted, rebalanced, composed, calculated or disseminated accurately. To correct any such error, the Index Provider may carry out an unscheduled rebalance or other modification of the Index constituents or weightings, which may increase the fund’s costs. The Index Provider does not provide any representation or warranty in relation to the quality, accuracy or completeness of data in the Index, and it does not guarantee that the Index will be calculated in accordance with its stated methodology. Losses or costs associated with any Index Provider errors generally will be borne by the fund and its shareholders.
Investment Companies Risk. To the extent a fund invests in the securities of other investment vehicles, the fund will incur additional fees and expenses that would not be present in a direct investment in those investment vehicles. Furthermore, the fund’s investment performance and risks are directly related to the investment performance and risks of the investment vehicles in which the fund invests.
LIBOR Risk. To the extent a fund invests in floating or variable rate obligations that use the London Interbank Offered Rate (“LIBOR”) as a reference interest rate, it is subject to LIBOR Risk. In 2017, the United Kingdom’s Financial Conduct Authority announced that LIBOR will cease to be available for use after 2021. The unavailability or replacement of LIBOR may affect the value, liquidity or return on certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades. Any potential effects of the transition away from LIBOR on the fund or on certain instruments in which the fund invests can be difficult to ascertain, and they may vary depending on a variety of factors. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the fund.
Management Risk. To the extent that a fund is actively managed, it is subject to management risk. In managing an actively-managed fund’s investment portfolio, the fund’s portfolio managers will apply investment techniques and risk analyses that may not have the desired result. There can be no guarantee that a fund will meet its investment objective.
Market Risk. Securities held by a fund, as well as shares of a fund itself, are subject to market fluctuations caused by factors such as general economic conditions, political events, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on a fund and its investments. Such events may affect certain geographic regions, countries, sectors and industries more significantly than others. The outbreak of the respiratory disease designated as COVID-19 in December 2019 has caused significant volatility and declines in global financial markets, which have caused losses for investors. The COVID-19 pandemic may last for an extended period of time and will continue to impact the economy for the foreseeable future.
Page 19
Additional Information (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
Non-U.S. Securities Risk. To the extent a fund invests in non-U.S. securities, it is subject to additional risks not associated with securities of domestic issuers. Non-U.S. securities are subject to higher volatility than securities of domestic issuers due to: possible adverse political, social or economic developments; restrictions on foreign investment or exchange of securities; lack of liquidity; currency exchange rates; excessive taxation; government seizure of assets; different legal or accounting standards; and less government supervision and regulation of exchanges in foreign countries. Investments in non-U.S. securities may involve higher costs than investments in U.S. securities, including higher transaction and custody costs, as well as additional taxes imposed by non-U.S. governments. These risks may be heightened for securities of companies located, or with significant operations, in emerging market countries.
Passive Investment Risk. To the extent a fund seeks to track an index, the fund will invest in the securities included in, or representative of, the index regardless of their investment merit. A fund generally will not attempt to take defensive positions in declining markets.
NOT FDIC INSURED NOT BANK GUARANTEED MAY LOSE VALUE
Advisory Agreements
Board Considerations Regarding Approval of Continuation of Investment Management Agreements
The Board of Trustees of First Trust Exchange-Traded Fund VII (the “Trust”), including the Independent Trustees, unanimously approved the continuation of the Investment Management Agreement (the “Fund Agreement”) with First Trust Advisors L.P. (the “Advisor”) on behalf of the First Trust Alternative Absolute Return Strategy ETF (the “Fund”). The Board approved the continuation of the Agreement for a one-year period ending June 30, 2021 at a meeting held on June 8, 2020. Because the Fund invests in commodity futures contracts and exchange-traded commodity linked instruments through a wholly-owned subsidiary of the Fund (the “Subsidiary”), the Board, including the Independent Trustees, also approved the continuation of an Investment Management Agreement (the “Subsidiary Agreement” and, together with the Fund Agreement, the “Agreements”) with the Advisor for the Subsidiary, also for a one-year period. The Board determined that the continuation of the Agreements is in the best interests of the Fund in light of the nature, extent and quality of the services provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment.
To reach this determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. At meetings held on May 11, 2020 and June 8, 2020, the Board, including the Independent Trustees, reviewed materials provided by the Advisor responding to requests for information from counsel to the Independent Trustees, submitted on behalf of the Independent Trustees, that, among other things, outlined: the services provided by the Advisor to the Fund and the Subsidiary (including the relevant personnel responsible for these services and their experience); the unitary fee rate payable by the Fund as compared to fees charged to a peer group of funds (the “Expense Group”) and a broad peer universe of funds (the “Expense Universe”), each assembled by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent source, and as compared to fees charged to other clients of the Advisor, including other exchange-traded funds (“ETFs”) managed by the Advisor; the expense ratio of the Fund as compared to expense ratios of the funds in the Fund’s Expense Group and Expense Universe; performance information for the Fund, including comparisons of the Fund’s performance to that of one or more relevant benchmark indexes and to that of a performance group of funds and a broad performance universe of funds (the “Performance Universe”), each assembled by Broadridge; the nature of expenses incurred in providing services to the Fund and the potential for the Advisor to realize economies of scale, if any; profitability and other financial data for the Advisor; any fall-out benefits to the Advisor and its affiliate, First Trust Portfolios L.P. (“FTP”); and information on the Advisor’s compliance program. The Board reviewed initial materials with the Advisor at the meeting held on May 11, 2020, prior to which the Independent Trustees and their counsel met separately to discuss the information provided by the Advisor. Following the May meeting, counsel to the Independent Trustees, on behalf of the Independent Trustees, requested certain clarifications and supplements to the materials provided, and the information provided in response to those requests was considered at an executive session of the Independent Trustees and their counsel held prior to the June 8, 2020 meeting, as well as at the meeting held that day. The Board considered supplemental information provided by the Advisor on the operations of the Advisor and the performance of the Fund since the onset of the COVID-19 pandemic. The Board applied its business judgment to determine whether the arrangements between the Trust and the Advisor and between the Advisor and the Subsidiary continue to be reasonable business arrangements from the Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the Agreements, the Board had received sufficient information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in the Fund knowing that the Advisor manages the Fund and knowing the Fund’s unitary fee.
Page 20
Additional Information (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
In reviewing the Agreements, the Board considered the nature, extent and quality of the services provided by the Advisor under the Agreements. The Board considered that the Advisor is responsible for the overall management and administration of the Trust, the Fund and the Subsidiary, and reviewed all of the services provided by the Advisor to the Fund and the Subsidiary, as well as the background and experience of the persons responsible for such services. The Board noted that the Fund is an actively-managed ETF and noted that the Advisor’s Alternatives Investment Team is responsible for the day-to-day management of the Fund’s and the Subsidiary’s investments. The Board considered the background and experience of the members of the Alternatives Investment Team and noted the Board’s prior meetings with members of the Team. The Board considered the Advisor’s statement that it applies the same oversight model internally with its Alternatives Investment Team as it uses for overseeing external sub-advisors, including portfolio risk monitoring and performance review. In reviewing the services provided, the Board noted the compliance program that had been developed by the Advisor and considered that it includes a robust program for monitoring the Advisor’s and the Fund’s compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The Board also considered a report from the Advisor with respect to its risk management functions related to the operation of the Fund. Finally, as part of the Board’s consideration of the Advisor’s services, the Advisor, in its written materials and at the May 11, 2020 meeting, described to the Board the scope of its ongoing investment in additional infrastructure and personnel to maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Trust, the Fund and the Subsidiary by the Advisor under the Agreements have been and are expected to remain satisfactory and that the Advisor has managed the Fund consistent with its investment objective, policies and restrictions.
The Board considered the unitary fee rate payable by the Fund under the Fund Agreement for the services provided. The Board considered that as part of the unitary fee the Advisor is responsible for the Fund’s expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services and license fees, if any, but excluding the fee payment under the Fund Agreement and interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses, if any. The Board noted that the Advisor receives no compensation under the Subsidiary Agreement and pays the expenses of the Subsidiary. The Board received and reviewed information showing the advisory fee rates and expense ratios of the peer funds in the Expense Group, as well as advisory and unitary fee rates charged by the Advisor to other fund (including ETFs) and non-fund clients, as applicable. Because the Fund pays a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Based on the information provided, the Board noted that the unitary fee for the Fund was below the median total (net) expense ratio of the peer funds in the Expense Group. With respect to the Expense Group, the Board, at the May 11, 2020 meeting, discussed with Broadridge its methodology for assembling peer groups and discussed with the Advisor limitations in creating peer groups for actively-managed ETFs, including the limited number of actively-managed ETFs following an absolute return strategy and that the Expense Group contained both actively-managed ETFs and open-end mutual funds, and different business models that may affect the pricing of services among ETF sponsors. The Board took these limitations and differences into account in considering the peer data. With respect to fees charged to other non-ETF clients, the Board considered differences between the Fund and other non-ETF clients that limited their comparability. In considering the unitary fee rate overall, the Board also considered the Advisor’s statement that it seeks to meet investor needs through innovative and value-added investment solutions and the Advisor’s demonstrated long-term commitment to the Fund and the other funds in the First Trust Fund Complex.
The Board considered performance information for the Fund. The Board noted the process it has established for monitoring the Fund’s performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting from the Advisor for the Fund. The Board determined that this process continues to be effective for reviewing the Fund’s performance. The Board received and reviewed information comparing the Fund’s performance for periods ended December 31, 2019 to the performance of the funds in the Performance Universe and to that of a benchmark index. Based on the information provided, the Board noted that the Fund underperformed the Performance Universe median and the benchmark index for the one- and three-year periods ended December 31, 2019. The Board noted the Advisor’s discussion of the Fund’s performance at the May 11, 2020 meeting.
On the basis of all the information provided on the unitary fee and performance of the Fund and the ongoing oversight by the Board, the Board concluded that the unitary fee for the Fund continues to be reasonable and appropriate in light of the nature, extent and quality of the services provided by the Advisor to the Fund under the Agreements.
The Board considered information and discussed with the Advisor whether there were any economies of scale in connection with providing advisory services to the Fund and noted the Advisor’s statement that it believes its expenses will likely increase over the next twelve months as the Advisor continues to hire personnel and build infrastructure, including technology, to improve the services to the Fund. The Board noted that any reduction in fixed costs associated with the management of the Fund would benefit the Advisor, but that the unitary fee structure provides a level of certainty in expenses for the Fund. The Board considered the revenues and allocated costs (including the allocation methodology) of the Advisor in serving as investment advisor to the Fund for the twelve months ended December 31, 2019 and the estimated profitability level for the Fund calculated by the Advisor based on such data, as well as
Page 21
Additional Information (Continued)
First Trust Alternative Absolute Return Strategy ETF (FAAR)
June 30, 2020 (Unaudited)
complex-wide and product-line profitability data, for the same period. The Board noted the inherent limitations in the profitability analysis and concluded that, based on the information provided, the Advisor’s profitability level for the Fund was not unreasonable. In addition, the Board considered fall-out benefits described by the Advisor that may be realized from its relationship with the Fund. The Board considered that the Advisor had identified as a fall-out benefit to the Advisor and FTP their exposure to investors and brokers who, absent their exposure to the Fund, may have had no dealings with the Advisor or FTP, and noted that the Advisor does not utilize soft dollars in connection with the Fund. The Board also considered the Advisor’s compensation for fund reporting services provided to the Fund pursuant to a separate Fund Reporting Services Agreement, which is paid from the unitary fee. The Board concluded that the character and amount of potential fall-out benefits to the Advisor were not unreasonable.
Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined that the terms of the Agreements continue to be fair and reasonable and that the continuation of the Agreements is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.
Liquidity Risk Management Program
In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund and each other fund in the First Trust Fund Complex, other than the closed-end funds, have adopted and implemented a liquidity risk management program (the “Program”) reasonably designed to assess and manage the funds’ liquidity risk, i.e., the risk that a fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund. The Board of Trustees of the First Trust Funds has appointed First Trust Advisors, L.P. (the “Advisor”) as the person designated to administer the Program, and in this capacity the Advisor performs its duties primarily through the activities and efforts of the First Trust Liquidity Committee.
Pursuant to the Program, the Liquidity Committee classifies the liquidity of each fund’s portfolio investments into one of the four liquidity categories specified by Rule 22e-4: highly liquid investments, moderately liquid investments, less liquid investments and illiquid investments. The Liquidity Committee determines certain of the inputs for this classification process, including reasonably anticipated trade sizes and significant investor dilution thresholds. The Liquidity Committee also determines and periodically reviews a highly liquid investment minimum for certain funds, monitors the funds’ holdings of assets classified as illiquid investments to seek to ensure they do not exceed 15% of a fund’s net assets and establishes policies and procedures regarding redemptions in kind.
At the May 11, 2020 meeting of the Board of Trustees, as required by Rule 22e-4 and the Program, the Advisor provided the Board with a written report prepared by the Advisor that addressed the operation of the Program during the period from June 1, 2019 (the initial compliance date for certain requirements of Rule 22e-4) through the Liquidity Committee’s annual meeting held on March 20, 2020 and assessed the Program’s adequacy and effectiveness of implementation during this period, including the operation of the highly liquid investment minimum for each fund that is required under the Program to have one, and any material changes to the Program. Note that because the Fund primarily holds assets that are highly liquid investments, the Fund has not adopted a highly liquid investment minimum.
As stated in the written report, during the review period, no fund breached the 15% limitation on illiquid investments, no fund with a highly liquid investment minimum breached that minimum and no fund filed a Form N-LIQUID. The Advisor concluded that each fund’s investment strategy is appropriate for an open-end fund; that the Program operated effectively in all material respects during the review period; and that the Program is reasonably designed to assess and manage the liquidity risk of each fund and to maintain compliance with Rule 22e-4.
Page 22
This page intentionally left blank
This page intentionally left blank
INVESTMENT ADVISOR
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603

 

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

Not applicable.

 

Items 5. Audit Committee of Listed Registrants.

Not applicable.

 

Item 6. Investments.

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3 (c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15 (b)).
(b)There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a) (1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(a) (2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a) (3) Not Applicable

(a) (4) Not Applicable

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(registrant)   First Trust Exchange-Traded Fund VII
By (Signature and Title)*   /s/ James M. Dykas
    James M. Dykas, President and Chief Executive Officer
(principal executive officer)
Date:   September 3, 2020  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*   /s/ James M. Dykas
    James M. Dykas, President and Chief Executive Officer
(principal executive officer)
Date:   September 3, 2020  
By (Signature and Title)*   /s/ Donald P. Swade
    Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)
Date:   September 3, 2020  

* Print the name and title of each signing officer under his or her signature.

 

 

 

 

 EX-99.CERT 2 certs_302.htm SECTION 302 CERTIFICATIONS

 

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act

 

I, James M. Dykas, certify that:

1.I have reviewed this report on Form N-CSR of First Trust Exchange-Traded Fund VII;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   September 3, 2020   /s/ James M. Dykas  
        James M. Dykas, President and Chief Executive Officer
(principal executive officer)		  

 
 

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the
Sarbanes-Oxley Act

 

I, Donald P. Swade, certify that:

1.I have reviewed this report on Form N-CSR of First Trust Exchange-Traded Fund VII;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   September 3, 2020   /s/ Donald P. Swade  
        Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)		  

 

 

 EX-99.906 CERT 3 certs_906.htm SECTION 906 CERTIFICATIONS

 

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes-Oxley Act

 

I, James M. Dykas, President and Chief Executive Officer of First Trust Exchange-Traded Fund VII (the “Registrant”), certify that:

 

1.The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date:   September 3, 2020   /s/ James M. Dykas  
        James M. Dykas, President and Chief Executive Officer
(principal executive officer)		  

 

 

I, Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer of First Trust Exchange-Traded Fund VII (the “Registrant”), certify that:

 

1.The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date:   September 3, 2020   /s/ Donald P. Swade  
        Donald P. Swade, Treasurer, Chief Financial Officer
and Chief Accounting Officer
(principal financial officer)		  

 

 

 GRAPHIC 4 img0a8f43a73.jpg GRAPHIC begin 644 img0a8f43a73.jpg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img27fe0f7e1.jpg GRAPHIC begin 644 img27fe0f7e1.jpg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end GRAPHIC 6 img356a26b92.jpg GRAPHIC begin 644 img356a26b92.jpg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img57cae5c51.jpg GRAPHIC begin 644 img57cae5c51.jpg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end GRAPHIC 8 img6258be983.jpg GRAPHIC begin 644 img6258be983.jpg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img78cc25b32.jpg GRAPHIC begin 644 img78cc25b32.jpg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