As filed with the Securities and Exchange Commission on August 7, 2018.2020.
===============================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
    Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Section 240.14a-12


                FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
             FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND
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                (Name of Registrant as Specified in Its Charter)


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    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting
    fee was paid previously. Identify the previous filing by registration
    statement number, or the form or schedule and the date of its filing.

     (1) Amount Previously Paid:

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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:

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     (4) Date Filed:








                FIRST TRUST SENIOR FLOATING RATE INCOME FUND II

                       FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND

                       120 East Liberty Drive, Suite 400
                            Wheaton, Illinois 60187

                                 August 6, 20182020

Dear Shareholder:

     The accompanying materials relate to the Joint Annual MeetingsMeeting of Shareholders
(collectively, the(the "Meeting") of each fund listed above (each aFirst Trust Senior Floating Rate Income Fund II (the "Fund" and collectively the "Funds").
The Meeting willis scheduled be held at the Wheaton, Illinois offices of First Trust
Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on
Monday, September 10, 2018,14, 2020, at 12:00 noon Central Time. However, the time, date
and location of the Meeting may be subject to change, or the Meeting may be held
remotely, in light of the ongoing COVID-19 pandemic. Any change to the time,
date or location of the Meeting will be disclosed in a manner consistent with
guidance issued by the Securities and Exchange Commission or its staff,
including the issuance of a press release.

     At the Meeting, you will be asked to vote on a proposal to elect one (for
shareholders of First Trust Senior Floating Rate Income Fund II) or two (for
shareholders of First Trust Senior Floating Rate 2022 Target Term Fund) of the
Trustees of yourthe Fund (the "Proposal") and to transact such other business as may
properly come before the Meeting and any adjournments or postponements thereof.

     The Proposal is described in the accompanying Notice of Joint Annual MeetingsMeeting of
Shareholders and Joint Proxy Statement.

     YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot attend
the Meeting, you may participate by proxy. As a Shareholder, you may cast one
vote for each full share of athe Fund that you own and a proportionate fractional
vote for any fraction of a share that you own. Please take a few moments to read
the enclosed materials and then castvote by completing and returning your vote onproxy card
in the enclosed proxy card.postage-paid envelope.

     VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT. YOUR
PROMPT RESPONSE WILL BE MUCH APPRECIATED.

      After you have voted on the Proposal, please be sure to sign your proxy
card and return it in the enclosed postage-paid envelope.

     We appreciate your participation in this important Meeting.

     Thank you.

                                              Sincerely,

                                              /s/ James A. Bowen

                                              James A. Bowen
                                              Chairman of the BoardsBoard





                      INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance to
you and will avoid the time and expense to yourthe Fund involved in validating your
vote if you fail to sign your proxy card properly.

      1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

      2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.

      3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of registration. For
example:

                  REGISTRATION                           VALID SIGNATURE

CORPORATE ACCOUNTS
(1) ABC Corp.                                     ABC Corp.
(2) ABC Corp.                                     John Doe, Treasurer
(3) ABC Corp.
       c/o John Doe, Treasurer                    John Doe
(4) ABC Corp. Profit Sharing Plan                 John Doe, Trustee

TRUST ACCOUNTS
(1) ABC Trust                                     Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
       u/t/d 12/28/78                             Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
       f/b/o John B. Smith, Jr., UGMA             John B. Smith
(2) John B. Smith                                 John B. Smith, Jr., Executor






                FIRST TRUST SENIOR FLOATING RATE INCOME FUND II

                       FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND

                       120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
                            WHEATON, ILLINOISWheaton, Illinois 60187

                    NOTICE OF JOINT ANNUAL MEETINGSMEETING OF SHAREHOLDERS
                        TO BE HELD ON SEPTEMBER 10, 2018To be held on September 14, 2020

August 6, 20182020

To the Shareholders of the above Funds:First Trust Senior Floating Rate Income Fund II:

     Notice is hereby given that the Joint Annual MeetingsMeeting of Shareholders (collectively, the(the
"Meeting") of the funds listed above (each aFirst Trust Senior Floating Rate Income Fund II (the "Fund" and
collectively the "Funds"), each a
Massachusetts business trust, willis scheduled to be held at the Wheaton, Illinois
offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, on Monday, September 10, 2018,14, 2020, at 12:00 noon Central
Time, for the following purposes:

     1. (a) For First Trust Senior Floating Rate Income Fund II, to elect one
Trustee (the Class II Trustee) to the Board of Trustees of such Fund; and

      1. (b) For First Trust Senior Floating Rate 2022 Target Term Fund, toTo elect two Trustees (the Class I Trustees) toof the Board of Trustees of such Fund.Fund (the
        "Proposal").

     2. To transact such other business as may properly come before the
        Meeting or any adjournments or postponements thereof.

     THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL.

     The Board of Trustees of eachthe Fund has fixed the close of business on July
25, 2018June
16, 2020 as the record date for the determination of shareholders of suchthe Fund
entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof.

     The time, date and location of the Meeting may be subject to change, or the
Meeting may be held remotely, in light of the ongoing COVID-19 pandemic. Any
change to the time, date or location of the Meeting will be disclosed in a
manner consistent with guidance issued by the Securities and Exchange Commission
or its staff, including the issuance of a press release.



                                              By Order of the BoardsBoard of Trustees,

                                              /s/ W. Scott Jardine

                                              W. Scott Jardine
                                              Secretary


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SHAREHOLDERS ARE REQUESTED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY
CARD IN THE ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE
CONTINENTAL UNITED STATES. INSTRUCTIONS FOR SIGNING PROXY CARDS ARE SET FORTH
FOLLOWING THE LETTER TO SHAREHOLDERS.
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                      This page intentionally left blank.







                FIRST TRUST SENIOR FLOATING RATE INCOME FUND II

                       FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND

                       120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
                            WHEATON, ILLINOISWheaton, Illinois 60187

                         JOINT ANNUAL MEETINGSMEETING OF SHAREHOLDERS
                        TO BE HELD ON SEPTEMBER 10, 2018


                             JOINTTo be held on September 14, 2020

                                PROXY STATEMENT
                                 AUGUSTAugust 6, 20182020

     THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO
SHAREHOLDERS ON OR ABOUT AUGUST 13, 2018.14, 2020.

     This Joint Proxy Statement is furnished in connection with the solicitation of
proxies by the BoardsBoard of Trustees of the funds listed above
(each aFirst Trust Senior Floating Rate Income Fund
II (the "Fund" and collectively the "Funds"), each a Massachusetts business trust, for use at the Joint Annual MeetingsMeeting
of Shareholders of the FundsFund scheduled to be held on Monday, September 10, 2018,14, 2020,
at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust
Advisors L.P., the investment advisor to eachthe Fund, located at 120 East Liberty
Drive, Suite 400, Wheaton, Illinois 60187, and at any adjournments or
postponements thereof (collectively, the "Meeting"). A Notice of Joint Annual MeetingsMeeting
of Shareholders and a proxy card accompany this Joint
Proxy Statement. The Board of Trustees of each Fund has determinedPlease note
that the use
of this Joint Proxy Statement is in the best intereststime, date and location of the FundMeeting may be subject to change, or the
Meeting may be held remotely, in light of the similar matters being consideredongoing COVID-19 pandemic. Any
change to the time, date or location of the Meeting will be disclosed in a
manner consistent with guidance issued by the Securities and voted on by shareholdersExchange Commission
(the "SEC") or its staff, including the issuance of each Fund.

      The following table indicates which Fund's shareholders are solicited with
respect to each matter comprising Proposal 1 (the "Proposal"):

      --------------------------------------------------------------------------
      1.(a) For First Trust Senior Floating Rate Income Fund II (the "Floating
            Rate Income Fund"), the election of one (1) Class II Trustee.
      --------------------------------------------------------------------------
      1.(b) For First Trust Senior Floating Rate 2022 Target Term Fund (the
            "Target Term Fund"), the election of two (2) Class I Trustees.
      --------------------------------------------------------------------------a press release.

     The principal offices of each of the FundsFund are located at 120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187.

     Proxy solicitations by the Fund will be made primarily by mail. However, proxy
solicitationsmail, but may
also be made by telephoneinclude telephonic, electronic or personal interviews conductedoral communication by officers and service
providers of the Funds, including any agents orFund, as well as affiliates of such service providers. The
expense of preparing, printing and mailing the enclosed proxy, the accompanying
notice and this Proxy Statement, and all other costs incurred in connection with
the preparationsolicitation of this Joint Proxy
Statement and its enclosuresproxies to be voted at the Meeting, will be paidborne by the
Funds.Fund. The FundsFund will also reimburse brokerage firms and others for their expenses
in forwarding proxy solicitation materialmaterials from the Fund to the person(s) for
whom they hold Fund shares.shares of the Fund.

     The close of business on July 25, 2018June 16, 2020 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Meeting and any adjournments or postponements thereof. 


      EachIn the
event that, for any reason, a new record date is set for the Meeting, a proxy
received from a shareholder who was a shareholder of record on both the Record
Date and the new record date will remain in full force and effect unless
explicitly revoked by the applicable shareholder.

     The Fund has one class of shares of beneficial interest, par value $0.01
per share, known as common shares ("Shares").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING SCHEDULED TO BE HELD ON SEPTEMBER 10, 2018.14, 2020.
THIS JOINT PROXY STATEMENT IS AVAILABLE ON THE INTERNET AT
HTTPS://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GE3DYCT1GOAY. EACHGCAUGPJZGC5O. THE FUND'S MOST


RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE ON THE INTERNET AT
HTTPS://WWW.FTPORTFOLIOS.COM. TO FIND A REPORT, SELECT YOURTHE FUND UNDER THE
"CLOSED-END FUNDS" TAB, SELECT THE "NEWS & LITERATURE" LINK, AND GO TO THE
"QUARTERLY/SEMI-ANNUAL OR ANNUAL REPORTS" HEADING. IN ADDITION, THE FUNDSFUND WILL
FURNISH, WITHOUT CHARGE, COPIES OF THEIRITS MOST RECENT ANNUAL AND SEMI-ANNUAL
REPORTS TO ANY SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE WRITE TO
FIRST TRUST ADVISORS L.P. ("FIRST TRUST ADVISORS" OR THE "ADVISOR"),
AT 120 EAST LIBERTY DRIVE, SUITE 400, WHEATON, ILLINOIS 60187, OR CALL
TOLL-FREE (800) 988-5891.

     YOU MAY CALL TOLL-FREE (800) 988-5891 FOR INFORMATION ON HOW TO OBTAIN
DIRECTIONS TO BE ABLE TO ATTEND THE MEETING AND VOTE IN PERSON. AS NOTED ABOVE,
HOWEVER, IN LIGHT OF THE ONGOING COVID-19 PANDEMIC, THE TIME, DATE AND LOCATION
OF THE MEETING MAY BE SUBJECT TO CHANGE, OR THE MEETING MAY BE HELD REMOTELY.
ANY CHANGE TO THE TIME, DATE OR LOCATION OF THE MEETING WILL BE DISCLOSED IN A
MANNER CONSISTENT WITH GUIDANCE ISSUED BY THE SEC OR ITS STAFF, INCLUDING THE
ISSUANCE OF A PRESS RELEASE.

     In order that your Shares may be represented at the Meeting, you are
requested to:

      o     indicate your instructions on the proxy card;

      o     date and sign the proxy card;

      o     mail the proxy card promptly in the enclosed envelope which requires
            no postage if mailed in the continental United States; and

      o     allow sufficient time for the proxy card to be received BY 12:00
            NOON CENTRAL TIME, on MONDAY, SEPTEMBER 10, 2018.14, 2020. (However, proxies
            received after this date may still be voted in the event the Meeting
            is adjourned or postponed to a later date.)


                                      -2-



                                     VOTING

     As described further inUnder the Proposal, for each Fund, the affirmative vote
of a pluralityBy-Laws of the Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the outstanding Shares entitled to vote on a matter. For the
purposes of establishing whether a quorum is present with respect to the Fund,
all Shares present in person or by proxy and entitled to vote, at the Meeting will be
required to elect the specified nominee(s) to the Board of Trustees of that Fund
provided a quorum is present. Abstentionsincluding
abstentions and broker non-votes (i.e., Shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or the
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), shall be counted. Any
meeting of shareholders may be postponed. Any meeting of shareholders may, by
action of the chair of the meeting, be adjourned from time to time to a date
(that may be more than 120 days after the date set for the original meeting),
whether or not a quorum is present. In addition, upon motion of the chair of the
meeting, the question of adjournment may be submitted to a vote of the
shareholders, and in that case, any adjournment must be approved by the vote of
holders of a majority of the Shares present and entitled to vote with respect to
the matter or matters adjourned, and without further notice. Unless a proxy is
otherwise limited in this regard, any Shares present and entitled to vote at a
meeting, including those that are represented by broker non-votes, may, at the
discretion of the proxies named therein, be voted in favor of such an
adjournment or adjournments. Any adjourned meeting may be held as adjourned
without further notice if the new date, time and place of the meeting were
announced at the meeting that was adjourned.

     As described further in the Proposal set forth in this Proxy Statement, the
affirmative vote of the holders of a plurality of the Shares present and
entitled to vote at the Meeting will be required to elect the specified nominees
as the Class I Trustees of the Fund provided a quorum is present. Abstentions
and broker non-votes will have no effect on the approval of the Proposal.

     If the enclosed proxy card is properly executed and returned in time to be
voted at the Meeting, the Shares represented thereby will be voted in accordance
with the instructions marked thereon, or, if no instructions are marked thereon,
will be voted in the discretion of the persons named on the proxy card.
Accordingly, for each Fund, unless instructions to the contrary are marked thereon, a properly
executed and returned proxy will be voted FOR"FOR" the Proposal (i.e., the election
of the specified nominee(s)nominees as the Class I Trustees) and at the discretion of the
named proxies on any other matters that may properly come before the Meeting, as
deemed appropriate.

     Any shareholder who has given a proxy has the right to revoke it at any
time prior to its exercise either by attending the Meeting and voting his or her
Shares in person, or by timely submitting a letter of revocation or a
later-dated proxy to the applicable Fund at its address above. A list of shareholders of
record entitled to notice of and to be present and to vote at the Meeting will
be available at the Advisor's Wheaton, Illinois offices, of First Trust Advisors,located at 120 East
Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any
shareholder during regular business hours priorbeginning on the second business day
after notice is given of the Meeting, subject to restrictions that may be
imposed on a requesting shareholder on the Meeting.copying, use or distribution of the
information contained in the list. Shareholders will need to show valid
identification and proof of Share ownership to be admitted to the Meeting or to
inspect the list of shareholders.


                                      Under the By-Laws of each Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding Shares entitled to vote on a
matter. For the purposes of establishing whether a quorum is present with
respect to a Fund, all Shares present and entitled to vote, including
abstentions and broker non-votes, shall be counted. Any meeting of shareholders
may be postponed prior to the meeting with notice to the shareholders entitled
to vote at that meeting. Any meeting of shareholders may, by action of the
chairman of the meeting, be adjourned to a time and place announced at the
meeting to permit further solicitation of proxies without further notice with
respect to one or more matters to be considered at such meeting, whether or not
a quorum is present with respect to such matter. In addition, upon motion of the
chairman of the meeting, the question of adjournment may be submitted to a vote
of the shareholders, and in that case, any adjournment must be approved by the
vote of holders of a majority of the Shares present and entitled to vote with
respect to the matter or matters adjourned, and without further notice if the
time and place of the adjourned meeting are announced at the meeting. Unless a
proxy is otherwise limited in this regard, any Shares present and entitled to
vote at a meeting, including broker non-votes, may, at the discretion of the
proxies named therein, be voted in favor of such an adjournment.


                                      -3-



                               OUTSTANDING SHARES

     On the Record Date, eachthe Fund had the following number of26,666,989 Shares outstanding:

------------------------------------------------ -------------- ---------------
                                                     TICKER         SHARES
                      FUND                         SYMBOL(1)      OUTSTANDING
------------------------------------------------ -------------- ---------------
FLOATING RATE INCOME FUND                             FCT         26,696,982
------------------------------------------------ -------------- ---------------
TARGET TERM FUND                                      FIV         35,831,569
------------------------------------------------ -------------- ---------------
(1)  Theoutstanding. Shares of
each of the FundsFund are listed on the New York Stock Exchange ("NYSE").under the ticker symbol FCT.
Shareholders of record on the Record Date are entitled to one vote for each full
Share the shareholder owns and a proportionate fractional vote for any fraction
of a Share the shareholder owns.

     To the knowledge of the Board of Trustees of eachthe Fund, as of the Record
Date, no single shareholder or "group" (as that term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")), beneficially
owned more than 5% of the Fund's outstanding Shares, except as described in the
following table. A control person is one who owns, either directly or
indirectly, more than 25% of the voting securities of athe Fund or otherwise
acknowledges the existence of control. A party that controls athe Fund may be
able to significantly affect the outcome of any item presented to shareholders
for approval. Information as to beneficial ownership of Shares, including
percentage of outstanding Shares beneficially owned, is based on (1) securities
position listing reports as of the Record Date and (2) reports filed with the
Securities and Exchange
Commission ("SEC")SEC by shareholders.shareholders on the dates indicated in such filings. The Funds doFund does not
have any knowledge of the identity of the ultimate beneficiaries of the Shares
listed below.

            The remainder of this page is intentionally left blank.


                                      -4-



BENEFICIAL OWNERSHIP OF SHARES ------------------------------------------------------- -------------------------- ---------------------------------------------------------------------------------- ------------------------------ ---------------------------------- NAME AND ADDRESS SHARES BENEFICIALLY % OF OUTSTANDING SHARES OF BENEFICIAL OWNER OWNED BENEFICIALLY OWNED ------------------------------------------------------- -------------------------- ----------------------------- FLOATING RATE INCOME FUND: ------------------------------------------------------- -------------------------- ---------------------------------------------------------------------------------- ------------------------------ ---------------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated 4804 Deer Lake Dr. E. 10,359,9967,240,295 Shares 38.81%27.15% Jacksonville, FL 32246 ------------------------------------------------------- -------------------------- ---------------------------------------------------------------------------------- ------------------------------ ---------------------------------- National Financial Services LLC 499 Washington Blvd. 4,644,940 Shares 17.42% Jersey City, NJ 07310 ----------------------------------------------------- ------------------------------ ---------------------------------- Bank of America Corporation* Bank of America Corporate Center 100 N. Tryon Street 2,690,599 Shares 10.08%2,357,098 Shares* 8.8%* Charlotte, NC 28255 ------------------------------------------------------- -------------------------- ----------------------------- National Financial Services----------------------------------------------------- ------------------------------ ---------------------------------- Saba Capital Management, L.P.** Boaz R. Weinstein Saba Capital Management GP, LLC 499 Washington Blvd 2,284,259 Shares 8.56% Jersey City, NJ 07310 ------------------------------------------------------- -------------------------- ----------------------------- Stifel, Nicolaus & Company, Incorporated c/o Mediant Communications 200 Regency Forest Drive 1,968,802 Shares 7.37% Cary, NC 27518 ------------------------------------------------------- -------------------------- -----------------------------2,079,923 Shares** 7.8%** 405 Lexington Avenue, 58th Floor New York, NY 10174 ----------------------------------------------------- ------------------------------ ---------------------------------- Charles Schwab & Co., Inc. 2423 E. Lincoln Drive 2,015,921 Shares 7.56% Phoenix, AZ 85016 1,622,512----------------------------------------------------- ------------------------------ ---------------------------------- TD Ameritrade Clearing, Inc. 200 S. 108th Avenue 1,707,814 Shares 6.08% ------------------------------------------------------- -------------------------- ----------------------------- Wells Fargo Clearing Services LLC 2801 Market Street H0006-09B 1,537,172 Shares 5.76% St. Louis, MO 63103 ------------------------------------------------------- -------------------------- ----------------------------- TARGET TERM FUND: ------------------------------------------------------- -------------------------- ----------------------------- Morgan Stanley Smith Barney LLC 1300 Thames St 6th Floor Baltimore, MD 21231 13,778,241 Shares 38.45% ------------------------------------------------------- -------------------------- ----------------------------- Wells Fargo Clearing Services LLC 2801 Market Street H0006-09B St. Louis, MO 63103 5,406,755 Shares 15.09% ------------------------------------------------------- -------------------------- ----------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated 4804 Deer Lake Dr. E. Jacksonville, FL 32246 2,536,903 Shares 7.08% ------------------------------------------------------- -------------------------- -----------------------------6.40% Omaha, NE 68154 ----------------------------------------------------- ------------------------------ ---------------------------------- Relative Value Partners Group, LLC*** 1033 Skokie Blvd., Suite 470 1,458,423 Shares*** 5.46%*** Northbrook, IL 60062 ----------------------------------------------------- ------------------------------ ---------------------------------- UBS Financial Services Inc. 1000 Harbor BlvdBlvd. 1,351,137 Shares 5.07% Weehawken, NJ 07086 2,268,808 Shares 6.33% ------------------------------------------------------- -------------------------- ----------------------------- American Enterprise Investment Services Inc. 682 AMP Financial Center Minneapolis, MN 55474 1,982,794 Shares 5.53% ------------------------------------------------------- -------------------------- ----------------------------- Stifel, Nicolaus & Company, Incorporated c/o Mediant Communications 200 Regency Forest Drive 1,899,173 Shares 5.30% Cary, NC 27518 ------------------------------------------------------- -------------------------- ----------------------------- RiverNorth Capital Management, LLC** 325 N. LaSalle Street Suite 645 1,873,238 Shares 5.23% Chicago, IL 60654-7030 ------------------------------------------------------- -------------------------- ---------------------------------------------------------------------------------- ------------------------------ ---------------------------------- * Information is according to Amendment No. 911 to Schedule 13G filed with the SEC on February 12, 2018.14, 2020. The amended Schedule 13G states that the reporting person has shared voting power over 138 Shares, sole voting power over 0 Shares, and shared dispositive power over all of the Shares held. ** Information is according to Amendment No. 2 to Schedule 13D filed with the SEC on June 29, 2020. The amended Schedule 13D states that the reporting persons have shared voting power and shared dispositive power with respect to the Shares held. *** Information is according to Schedule 13G filed with the SEC on February 14, 2018.13, 2020.
-5- PROPOSAL 1:PROPOSAL: ELECTION OF TRUSTEE(S) EachTWO (2) CLASS I TRUSTEES TWO (2) CLASS I TRUSTEES ARE TO BE ELECTED TO THE BOARD OF TRUSTEES OF THE FUND BY HOLDERS OF SHARES OF THE FUND. CURRENT TRUSTEES RICHARD E. ERICKSON AND THOMAS R. KADLEC ARE THE NOMINEES FOR ELECTION AS THE CLASS I TRUSTEES BY SHAREHOLDERS OF THE FUND FOR A THREE-YEAR TERM. The Fund has established a staggered Board of Trustees pursuant to its By-Laws, and, accordingly, Trustees are divided into the following three (3) classes: Class I, Class II and Class III. The length of the term of office of each Trustee is generally three years, and when each Trustee's term begins and ends depends on the Trustee's designated class. Currently, for each Fund: (1) Richard E. Erickson and Thomas R. Kadlec are the Class I Trustees; (2) Niel B. Nielson is the Class II Trustee; and (3) James A. Bowen and Robert F. Keith are the Class III Trustees. (a) FOR SHAREHOLDERS OF THE FLOATING RATE INCOME FUND -- Election of the Class II Trustee to the Board of Trustees of the Floating Rate Income Fund: Mr. Nielson is currently the Class II Trustee of the Floating Rate Income Fund for a term expiring at the Meeting or until his successor is elected and qualified. If elected, Mr. Nielson will hold office for a three-year term expiring at the Floating Rate Income Fund's 2021 annual meeting of shareholders. Mr. Bowen and Mr. Keith are the Class III Trustees for a term expiring at the Floating Rate Income Fund's 2019 annual meeting of shareholders. Dr. Erickson and Mr. Kadlec are the Class I Trustees for a term expiring at the Floating Rate Income Fund's 2020 annual meeting of shareholders. Each Trustee serves until his successor is elected and qualified, or until he earlier resigns or is otherwise removed. (b) FOR SHAREHOLDERS OF THE TARGET TERM FUND -- Election of the Class I Trustees to the Board Of Trustees of the Target Term Fund: Dr. Erickson and Mr. Kadlec are currently the Class I Trustees of the Target Term Fund for a term expiring at the Meeting or until their respective successors are elected and qualified. If elected, Dr. Erickson and Mr. Kadlec will hold office for a three-year term expiring at the Target Term Fund's 20212023 annual meeting of shareholders. Niel B. Nielson, James A. Bowen and Robert F. Keith are current and continuing Trustees. Mr. Nielson is the Class II Trustee of the Fund for a term expiring at the Target Term Fund's 20192021 annual meeting of shareholders. Mr. Bowen and Mr. Keith are the Class III Trustees of the Fund for a term expiring at the Target Term Fund's 20202022 annual meeting of shareholders. Each Trustee serveswill continue to serve until his successor is elected and qualified, or until he earlier resigns or is otherwise removed. REQUIRED VOTE: For each Fund, the nominee(s)The nominees for election toas the Fund's Board ofClass I Trustees must be elected by the affirmative vote of the holders of a plurality of the Shares of the Fund, cast in person or by proxy at the Meeting and entitled to vote thereon, provided a quorum is present. Abstentions and broker non-votes will have no effect on the approval of the Proposal.proposal. Proxies cannot be voted for a greater number of persons than the number of seats open for election. Unless you give contrary instructions on your proxy card, your Shares will be voted FOR the election of the nominee(s)nominees listed if your proxy card has been properly executed and timely received by the applicable Fund. If a nominee should withdraw or otherwise become unavailable for election prior to the Meeting, the proxies named on your proxy card intend to vote FOR any substitute nominee recommended by athe Fund's Board of Trustees in accordance with the Fund's procedures. THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH APPLICABLE NOMINEE. -6- MANAGEMENT MANAGEMENT OF THE FUNDSFUND The general supervision of the duties performed for eachthe Fund under its respective investment management agreement with the Advisor is the responsibility of thatthe Fund's Board of Trustees. The Trustees set broad policies for the FundsFund and choose the Funds'Fund's officers. The following is a list of the Trustees and executive officers of eachthe Fund and a statement of their present positions and principal occupations during the past five years, the number of portfolios each Trustee oversees and the other trusteeships or directorships each Trustee holds, if applicable. As noted above, eachthe Fund has established a staggered Board of Trustees consisting of five (5) Trustees divided into three (3) classes: Class I, Class II and Class III. The length of the term of office of each Trustee is generally three years, and when each Trustee's term begins and ends depends on the Trustee's designated class. The officers ofclass and when the Funds serve indefinite terms.Trustee's successor is elected and qualified. James A. Bowen is deemed an "interested person" (as that term is defined in the Investment Company Act of 1940, as amended ("1940 Act")) ("Interested Trustee"), of the FundsFund due to his position as Chief Executive Officer of the Advisor. Except for Mr. Bowen, each Trustee is not an "interested person" (as that term is defined in the 1940 Act) and is therefore referred to as an "Independent Trustee." The officers of the Fund serve indefinite terms. The remainder of this page is intentionally left blank. -7- The following tables identify the Trustees and executive officers of the Funds.Fund. Unless otherwise indicated, the address of all persons is c/o First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
INDEPENDENT TRUSTEES ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- OTHER NUMBER OF TRUSTEESHIPS PORTFOLIOS IN OR TERM OF OFFICE(1) PRINCIPAL THE FIRST TRUST DIRECTORSHIPS POSITION(S) AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE NAME AND HELD WITH ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5 YEAR OF BIRTH FUNDSFUND APPOINTED(2) 5 YEARS TRUSTEE YEARS ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Richard E. Erickson Trustee Class I Physician andNominee Physician; Officer, 155Wheaton 184 None 1951 Wheaton Orthopedics; Limited Since Fund Limited Partner, Gundersen Real Inception Real Estate Limited Partnership (June 1992 to December 2016); Member, Sportsmed LLC (April 2007 to November 2015) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Thomas R. Kadlec Trustee Class I Nominee President, ADM Investor 155184 Director of ADM 1957 Services, Inc. (Futures Investor Since Fund Commission Merchant) Services, Inc., Inception ADM Investor Services International, Futures Industry Association, and National Futures Association ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Robert F. Keith Trustee Class III President, Hibs Enterprises 155184 Director of Trust 1956 (Financial and Management Company of Since June 2006 Consulting) Illinois (Floating Rate Income Fund) Since Fund Inception (Target Term Fund) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Niel B. Nielson Trustee Class II Senior Advisor (August 2018 184 None 1954 to present), Managing Since Fund Director and Chief 155 Director of 1954 Operating Inception Officer (January Covenant Since Fund 2015 to present)August 2018), Pelita Transport Inc. Inception Harapan Educational (May 2003 to Foundation (Educational May 2014) Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Servant Interactive LLC (Educational Products and Services); President and Chief Executive Officer (June 2012 to September 2014), Dew Learning LLC (Educational Products and Services) ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
-8-
----------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEE ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- OTHER NUMBER OF TRUSTEESHIPS PORTFOLIOS IN OR TERM OF OFFICE(1) PRINCIPAL THE FIRST TRUST DIRECTORSHIPS POSITION(S) AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE NAME AND HELD WITH ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5 YEAR OF BIRTH FUNDSFUND APPOINTED(2) 5 YEARS TRUSTEE YEARS ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- James A. Bowen(3) Trustee andChairman of Class III Chief Executive Officer, 155184 None 1955 Chairman ofthe Board First Trust Advisors L.P. the Boardand Trustee Since Fund and First Trust Portfolios Inception L.P.; Chairman of the Board of Directors, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------- EXECUTIVE OFFICERS ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TERM OF OFFICE(1) NAME AND POSITIONS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) YEAR OF BIRTH OFFICES WITH FUNDS SERVICE(2) DURING PAST 5 YEARS ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- James M. Dykas President and Indefinite Term Managing Director and Chief Financial Officer 1966 Chief Executive (January 2016 to present), Controller Officer Since 2012 (January 20122011 to January 2016), Senior Vice President (April 2007 to January 2016), First Trust Advisors L.P. and First Trust Portfolios L.P.; Chief Financial Officer (January 2016 to present), BondWave LLC (Software Development Company) (January 2016 to present) and Stonebridge Advisors LLC (Investment Advisor) (January 2016 to present) ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Donald P. Swade Treasurer, Chief Indefinite Term Senior Vice President (July 2016 to present), 1972 Financial Officer Vice President (April 2012 to July 2016), and Chief Since 2016 First Trust Advisors L.P. and First Trust Accounting Officer Portfolios L.P. ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- W. Scott Jardine Secretary and Indefinite Term General Counsel, First Trust Advisors L.P. and 1960 Chief Legal First Trust Portfolios L.P.; Secretary and Officer Since Fund General Counsel, BondWave LLC (Software Inception Development Company); Secretary, Stonebridge Advisors LLC (Investment Advisor) ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Daniel J. Lindquist Vice President Indefinite Term Managing Director, First Trust Advisors L.P. 1970 and First Trust Portfolios L.P. Since 2005 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Kristi A. Maher Chief Compliance Indefinite Term Deputy General Counsel, First Trust Advisors L.P. 1966 Officer and L.P. and First Trust Portfolios L.P. Assistant Chief Secretary Chief Compliance Officer since 2011 and Assistant Secretary since 2004 -----------------------------------------------------------------------------------------------------------------------------Fund Inception ------------------------------------------------------------------------------------------------------------------------ (1) Currently, Richard E. Erickson and Thomas R. Kadlec, as the Class I Trustees, are each serving a term (a) for the Floating Rate Income Fund until such Fund's 2020 annual meeting of shareholders or until their respective successors are elected and qualified and (b) for the Target Term Fund until the Meeting or until their respective successors are elected and qualified. Currently, Niel B. Nielson, as the Class II Trustee, is serving a term (a) for the Floating Rate Income Fund until the MeetingFund's 2021 annual meeting of shareholders or until his successor is elected and qualified and (b) for the Target Term Fund until such Fund's 2019 annual meeting or until his successor is elected and qualified. Currently, James A. Bowen and Robert F. Keith, as the Class III Trustees, are each serving a term (a) foruntil the Floating Rate Income Fund until such Fund's 2019 annual meeting of shareholders or until their respective successors are elected and qualified and (b) for the Target Term Fund until such Fund's 20202022 annual meeting of shareholders or until their respective successors are elected and qualified. Executive officers of the FundsFund have an indefinite term. (2) For executive officers, unless otherwise specified, length of servicetime served represents the year the person first became an executive officer of athe Fund. Except as otherwise provided below, all Trustees and executive officers were elected or appointed in connectionconjunction with athe Fund's inception. Robert F. Keith was appointed Trustee of all then-existing funds in the First Trust Fund Complex in June 2006. James M. Dykas was elected (a) Treasurer, Chief Financial Officer and Chief Accounting Officer of all then-existing funds in the First Trust Fund Complex in January 2012, effective January 23, 2012 and (b) President and Chief Executive Officer of all then-existing funds in the First Trust Fund Complex in December 2015, effective January 2016. Donald P. Swade was elected Treasurer, Chief Financial Officer and Chief Accounting Officer of all then-existing funds in the First Trust Fund Complex in December 2015, effective January 2016. Daniel J. Lindquist was elected Vice President of all then-existing funds in the First Trust Fund Complex on December 12, 2005. Kristi A. Maher was elected Chief Compliance Officer of all then-existing funds in the First Trust Fund Complex in December 2010, effective January 1, 2011; before January 1, 2011, W. Scott Jardine served as Chief Compliance Officer. (3) Mr. Bowen is deemed an "interested person" of the FundsFund due to his position as Chief Executive Officer of First Trust Advisors L.P., investment advisor of the Funds.Fund.
-9- UNITARY BOARD LEADERSHIP STRUCTURE The same five persons serve as Trustees on eachthe Fund's Board of Trustees and on the boards of all other funds in the First Trust Fund Complex (the "First Trust Funds"), which is known as a "unitary" board leadership structure. The unitary board structure was adopted for the First Trust Funds because of the efficiencies it achieves with respect to the governance and oversight of the First Trust Funds. Each First Trust Fund is subject to the rules and regulations of the 1940 Act (and other applicable securities laws), which means that many of the First Trust Funds face similar issues with respect to certain of their fundamental activities, including risk management, portfolio liquidity, portfolio valuation and financial reporting. In addition, allmany of the First Trust Funds, that are closed-end funds (the "First Trust Closed-end Funds") are managed byin addition to sharing the Advisor and, except for First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Income Fund, they employ commonsame advisor, share many other service providers for custody, fund accounting,in their administration, and transfer agency that provide substantially similar services to the First Trust Closed-end Funds pursuant to substantially similar contractual arrangements.resulting in an overlap of oversight obligations. Because of the similar and often overlapping issues facing the First Trust Funds, including among the First Trust Closed-end Funds, the Board of Trustees of each of the First Trust Funds (such Boards of Trustees referred to herein collectively as the "Board") believes that maintaining a unitary board structure promotes efficiency and consistency in the governance and oversight of all First Trust Funds and reduces the costs, administrative burdens and possible conflicts that may result from having multiple boards. In adopting a unitary board structure, the Trustees seek to provide effective governance through establishing a board the overall composition of which will, as a body, possess the appropriate skills, diversity, independence and experience to oversee the business of the First Trust Funds. Annually, the Board reviews its governance structure and the committee structures, their performance and functions and reviews any processes that would enhance Board governance over the Funds'Fund's business. The Board has determined that its leadership structure, including the unitary board and committee structure, is appropriate based on the characteristics of the funds it serves and the characteristics of the First Trust Fund Complex as a whole. The Board is composed of four Independent Trustees and one Interested Trustee. The Interested Trustee serves as the Chairman of the Board of eachthe Fund. An individual who is not a Trustee serves as President and Chief Executive Officer of eachthe Fund. In order to streamline communication between the Advisor and the Independent Trustees and create certain efficiencies, the Board has a Lead Independent Trustee who is responsible for: (i) coordinating activitieschairing all meetings of the Independent Trustees; (ii) working with the Advisor, Fund counsel and the independent legal counsel to the Independent Trustees to determine the agenda for Board meetings; (iii) serving as the principal contact for and facilitating communication between the Independent Trustees and the Funds'Fund's service providers, particularly the Advisor; and (iv) any other duties that the Independent Trustees may delegate to the Lead Independent Trustee. The Lead Independent Trustee is selected by the Independent Trustees and serves a three-year term or until his successor is selected. Richard E. EricksonNiel B. Nielson currently serves as the Lead Independent Trustee. The Board has established four standing committees (as described below) and has delegated certain of its responsibilities to those committees. The Board and its committees meet frequently throughout the year to oversee the Funds'Fund's activities, review contractual arrangements with and performance of service providers, oversee compliance with regulatory requirements, and review Fund performance. The Independent Trustees are represented by independent legal counsel at all Board and committee meetings (other than meetings of the ExecutiveDividend and Pricing Committee). Generally, the Board acts by majority vote of all the Trustees, except where a different vote is required by applicable law. -10- The three Committee Chairmen and the Lead Independent Trustee currently rotate every three years in serving as Chairman of the Audit Committee, the Nominating and Governance Committee or the Valuation Committee, or as Lead -10- Independent Trustee. The Lead Independent Trustee and the immediate pastimmediately preceding Lead Independent Trustee also serve on the Executive Committee with the Interested Trustee. Including the Funds,Fund, the First Trust Fund Complex includes: 1516 closed-end funds advised by First Trust Advisors; First Trust Series Fund, an open-end management investment company with fourthree portfolios advised by First Trust Advisors; First Trust Variable Insurance Trust, an open-end management investment company with threefive portfolios advised by First Trust Advisors; and First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust Exchange-Traded Fund V, First Trust Exchange-Traded Fund VI, First Trust Exchange-Traded Fund VII, First Trust Exchange-Traded Fund VIII, First Trust Exchange-Traded AlphaDEX(R) Fund and First Trust Exchange-Traded AlphaDEX(R) Fund II, exchange-traded funds with, in the aggregate, 133160 portfolios (each such portfolio, an "ETF" and each such exchange-traded fund, an "ETF Trust") advised by First Trust Advisors. The four standing committees of the Board are: the Executive Committee (and(also known as the Dividend and Pricing Committee), the Nominating and Governance Committee, the Valuation Committee and the Audit Committee. The Executive Committee, which meets between Board meetings, is authorized to exercise all powers of and to act in the place of the Board of Trustees to the extent permitted by eachthe Fund's Declaration of Trust and By-Laws. The members of the Executive Committee of athe Fund also serve as a special committee of the Board known as the Dividend and Pricing Committee which isare authorized to exercise all of the powers and authority of the Board in respect of the issuance and sale, through an underwritten public offering, of the Shares of the Fund and all other such matters relating to such financing, including determining the price at which such Shares are to be sold, approval of the final terms of the underwriting agreement, and approval of the members of the underwriting syndicate. Such Committee is also responsible for the declaration and setting of dividends. Mr. Kadlec,Nielson, Mr. Bowen and Dr. Erickson are members of the Executive Committee. The number of meetings ofDuring the Executive Committee held for each Fund during itsFund's last fiscal year, is shown on Schedule 1 hereto.the Executive Committee/Dividend and Pricing Committee held 12 meetings. The Nominating and Governance Committee of eachthe Fund is responsible for appointing and nominating persons to the Fund's Board of Trustees of that Fund.Trustees. Messrs. Erickson, Kadlec, Keith and Nielson are members of the Nominating and Governance Committee, and each is an Independent Trustee who is also an "independent director" within the meaning of the listing rules of the primary national securities exchangesexchange on which the Funds'Fund's shares are listed for trading. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds'Fund's website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage). If there is no current or anticipated vacancy on the Board of Trustees of athe Fund, the BoardNominating and Governance Committee will not actively seek recommendations from other parties, including shareholders. In 2014, the Board of Trustees adopted a mandatory retirement age of 75 for Trustees, beyond which age Trustees are ineligible to serve. The Nominating and Governance Committee Charter provides that the Committee will not consider new trustee candidates who are 72 years of age or older or will turn 72 years old during the initial term. When a vacancy on the Board of Trustees of athe Fund occurs or is anticipated to occur and nominations are sought to fill such vacancy, the Nominating and Governance Committee may seek nominations from those sources it deems appropriate in its discretion, including shareholders of the applicable Fund. The Nominating and Governance Committee may retain a search firm to identify candidates. To submit a recommendation for nomination as a candidate for a position on the Board of Trustees of athe Fund, shareholders of the applicable Fund shall mail such recommendation to W. Scott Jardine, Secretary, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Such recommendation shall include the following information: (i) evidence of Fund ownership of the person -11- or entity recommending the candidate -11- (if a Fund shareholder); (ii) a full description of the proposed candidate's background, including their education, experience, current employment and date of birth; (iii) names and addresses of at least three professional references for the candidate; (iv) information as to whether the candidate is an "interested person" in relation to the Fund, as such term is defined in the 1940 Act, and such other information that may be considered to impair the candidate's independence; and (v) any other information that may be helpful to the Committee in evaluating the candidate (seecandidate. In addition, in connection with any shareholder nominating a person for election as a Trustee, such shareholder must obtain from the Secretary a questionnaire to be completed by the nominee and returned and received by the Secretary at the principal executive offices of the Fund no later than ten (10) business days after the Secretary sends such questionnaire to the shareholder. (See also "ADDITIONAL INFORMATION - SHAREHOLDER PROPOSALS" below). If a recommendation is received with satisfactorily completed information regarding a candidate during a time when a vacancy exists on the Board or during such other time as the Nominating and Governance Committee is accepting recommendations, the recommendation will be forwarded to the Chairman of the Nominating and Governance Committee and the counsel to the Independent Trustees. Recommendations received at any other time will be kept on file until such time as the Nominating and Governance Committee is accepting recommendations, at which point they may be considered for nomination. In connection with the evaluation of candidates, the review process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. Under no circumstances shall the Nominating and Governance Committee evaluate nominees recommended by a shareholder of athe Fund on a basis substantially different than that used for other nominees for the same election or appointment of Trustees. The number of meetings ofDuring the Fund's last fiscal year, the Nominating and Governance Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.five meetings. The Valuation Committee of eachthe Fund is responsible for the oversight of the valuation procedures of thatthe Fund (the "Valuation Procedures"), for determining the fair value of thatthe Fund's securities or other assets under certain circumstances as described in the Valuation Procedures, and for evaluating the performance of any pricing service for thatthe Fund. Messrs. Erickson, Kadlec, Keith and Nielson are members of the Valuation Committee. The number of meetings ofDuring the Fund's last fiscal year, the Valuation Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.five meetings. The Audit Committee of eachthe Fund is responsible for overseeing thatthe Fund's accounting and financial reporting process, the system of internal controls, audit process and evaluating and appointing independent auditors (subject also to Board approval). The Audit Committee operates under a written charter adopted and approved by the Board, a copy of which is attached as Exhibit A hereto, and is available on the Funds'Fund's website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage). Messrs. Erickson, Kadlec, Keith and Nielson, all of whom are "independent directors" within the meaning of the listing rules of the primary national securities exchange on which the Funds'Fund's shares are listed for trading, serve on the Audit Committee. Messrs. Kadlec and Keith have each been determined to qualify as an "Audit Committee Financial Expert" as such term is defined in Form N-CSR. The number of meetings ofDuring the Fund's last fiscal year, the Audit Committee held for each Fund during its last fiscal year is shown in Schedule 1 hereto.seven meetings. In carrying out its responsibilities, as described below under "INDEPENDENT AUDITORS' FEES--Pre-Approval," the Audit Committee pre-approves all audit services and permitted non-audit services for eachthe Fund (including the fees and terms thereof) and non-audit services to be performed for the Advisor by Deloitte & Touche LLP ("Deloitte & Touche"), the Funds'Fund's independent registered public accounting firm ("independent auditors"), if the engagement relates directly to the operations and financial reporting of the Funds.Fund. During the Fund's last fiscal year, each Trustee, with the exception of Mr. Bowen, attended at least 75% of the aggregate number of meetings of the Board and of each committee on which the Trustee served during the Fund's last fiscal -12- year. During the Fund's last fiscal year, Mr. Bowen attended 100% (10 out of 10) of the regular and special Board meetings, but approximately 17% (2 out of 12) of the Dividend and Pricing Committee meetings. All of the Dividend and Pricing Committee meetings that Mr. Bowen did not attend were for ordinary course dividend declarations. In general, before such Dividend and Pricing Committee meetings were held, Mr. Bowen was informed of the applicable dividend recommendations. RISK OVERSIGHT As part of the general oversight of eachthe Fund, the Board is involved in the risk oversight of the Funds.Fund. The Board has adopted and periodically reviews policies and procedures designed to address the Funds'Fund's risks. Oversight of investment and compliance risk including oversight of sub-advisors, is performed primarily at the Board level in conjunction with the Advisor's advisory oversight group and the Funds'Fund's Chief Compliance Officer ("CCO"). Oversight of other risks also occurs at the Committee level. The Advisor's advisory oversight group reports to the Board at quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance as well as information related to sub-advisors and their operations and processes.performance. The Board reviews reports on the Funds'Fund's and the service providers' compliance policies and procedures at each quarterly Board meeting and receives an annual report from the CCO regarding the operations of the Funds'Fund's and the service providers' compliance program.programs. In addition, the Independent Trustees meet privately each quarter with the CCO. The Audit Committee reviews with the Advisor the Funds'Fund's major financial risk exposures and the steps the Advisor has taken to monitor and control these exposures, including the Funds'Fund's risk assessment and risk management policies and guidelines. The Audit Committee also, as appropriate, reviews in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. The Nominating and Governance Committee monitors all matters related to the corporate governance of the Funds.Fund. The Valuation Committee monitors valuation risk and compliance with the Funds'Fund's Valuation Procedures and oversees the pricing services and actions by the Advisor's Pricing Committee with respect to the valuation of portfolio securities. Not all risks that may affect the FundsFund can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the FundsFund or the Advisor or other service providers. For instance, as the use of Internet technology has become more prevalent, the FundsFund and theirits service providers have become more susceptible to potential operational risks through breaches in cyber security (generally, intentional and unintentional events that may cause athe Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity). There can be no guarantee that any risk management systems established by the Funds, theirFund, its service providers, or issuers of the securities in which the Funds investFund invests to reduce cyber security risks will succeed, and the FundsFund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the FundsFund and/or theirits shareholders. Moreover, it is necessary to bear certain risks (such as investment related risks) to achieve athe Fund's goals. As a result of the foregoing and other factors, the Funds'Fund's ability to manage risk is subject to substantial limitations. BOARD DIVERSIFICATION AND TRUSTEE QUALIFICATIONS As described above, the Nominating and Governance Committee of the Board oversees matters related to the selection and nomination of Trustees. The Nominating and Governance Committee seeks to establish an effective Board with an appropriate range of skills and diversity, including, as appropriate, -13- differences in background, professional experience, education, vocations, and other individual characteristics and traits in the aggregate. Each Trustee must meet certain basic requirements, including relevant skills and experience, time availability, and if qualifying as an Independent Trustee, independence from the Advisor, sub-advisors, underwriters or other service providers, including any affiliates of these entities. In addition, to avoid potential conflicts of interest, no Trustee may also serve as a trustee or director of any other registered fund under the 1940 Act not advised or sub-advised by the Advisor or any of its affiliates. Further, no Trustee may also serve as a trustee or director on a board of more than three operating companies with a class of shares registered under the 1934 Act. The Board believes that a collegial working relationship is crucial to the efficiency and functionality of the operations of the Board. This includes respect for the views of others, the freedom to share and express views which will be seriously considered by other Board members, and a commitment to shared responsibility that no single member or small group dominates discussion or decision-making. Listed below for the nominees and each continuing Trustee are the experiences, qualifications and attributes that led to the conclusion, as of the date of this Joint Proxy Statement, that the nominees and each continuing Trustee should serve as a trustee. -13- NOMINEES -------- Independent Trustees Richard E. Erickson, M.D., is an orthopedic surgeon. He also has been President of Wheaton Orthopedics, a co-owner and director of a fitness center and a limited partner of two real estate companies. Dr. Erickson has served as a Trustee of eachthe Fund since its inception and of the First Trust Funds since 1999. Dr. Erickson has also served as the Lead Independent Trustee (2008 - 2009 and 2017 - 2019) and on the Executive Committee (2008 - 2009)2009 and 2017 - present), Chairman of the Nominating and Governance Committee (2003 - 2007 and 2014 - 2016), Chairman of the Valuation Committee (June 2006 - 2007 and 2010 - 2011) and Chairman of the Audit Committee (2012 - 2013) of the First Trust Funds. He currently serves as Lead Independent Trustee and onChairman of the Executive Committee and the Dividend and PricingValuation Committee (since January 1, 2017)2020) of the First Trust Funds. Thomas R. Kadlec is President of ADM Investor Services Inc. ("ADMIS"), a futures commission merchant and wholly-owned subsidiary of the Archer Daniels Midland Company ("ADM"). Mr. Kadlec has been employed by ADMIS and its affiliates since 1990 in various accounting, financial, operations and risk management capacities. Mr. Kadlec serves on the boards of several international affiliates of ADMIS and isserved as a member of ADM's Integrated Risk Committee from 2008 - 2018, which iswas tasked with the duty of implementing and communicating enterprise-wide risk management. In 2014, Mr. Kadlec was elected to the board of the Futures Industry Association. In 2017, Mr. Kadlec was elected to the board of the National Futures Association. Mr. Kadlec has served as a Trustee of eachthe Fund since its inception and of the First Trust Funds since 2003. Mr. Kadlec also served on the Executive Committee from the organization of the first First Trust Closed-end Fundclosed-end fund in 2003 through 2005 (and 2014 - 2019) until he was elected as the first Lead Independent Trustee in December 2005, serving as such through 2007 and(and 2014 - 2016.2016). He also served as Chairman of the Valuation Committee (2008 - 2009)2009 and 2017 - 2019), Chairman of the Audit Committee (2010 - 2011) and Chairman of the Nominating and Governance Committee (2012 - 2013) of the First Trust Funds. He currently serves as Chairman of the ValuationAudit Committee (since January 1, 2017) and as a member of the Executive Committee and the Dividend and Pricing Committee (since January 1, 2014)2020) of the First Trust Funds. -14- CONTINUING TRUSTEES ------------------- Independent Trustees Robert F. Keith is President of Hibs Enterprises, a financial and management consulting firm. Mr. Keith has been with Hibs Enterprises since 2003. Prior thereto, Mr. Keith spent 18 years with ServiceMaster and Aramark, including three years as President and COO of ServiceMaster Consumer Services, where he led the initial expansion of certain products overseas, five years as President and COO of ServiceMaster Management Services Company, and two years as President of Aramark ServiceMaster Management Services. Mr. Keith is a certified public accountant and also has held the positions of Treasurer and Chief Financial Officer of ServiceMaster, at which time he oversaw the financial aspects of ServiceMaster's expansion of its Management Services division into Europe, the Middle East and Asia. Mr. Keith has served as a Trustee of the First Trust Funds (including the Fund) since June 2006. Mr. Keith has also served as Chairman of the Audit Committee (2008 - 2009)2009 and 2017 - 2019), Chairman of the Nominating and Governance Committee (2010 - 2011), and Chairman of the Valuation Committee (2014 - 2016) of the First Trust Funds. He also served as Lead Independent Trustee (2012 - 2013) and on the Executive Committee and the Dividend and Pricing Committee (2012 - 2016) of the First Trust Funds. He currently serves as Chairman of the AuditNominating and Governance Committee (since January 1, 2017)2020) of the First Trust Funds. Niel B. Nielson, Ph.D., has been the Managing Director and Chief Operating OfficerSenior Advisor of Pelita Harapan Educational Foundation, a global provider of educational products and services, since January 2015.August 2018. Prior thereto, Mr. Nielson served as the Managing Director and Chief Operating Officer of Pelita Harapan Educational Foundation for three years. Mr. Nielson formerly served as President and Chief Executive Officer of Servant Interactive LLC (providing educational products and services) from June 2012 to September 2014, and he served as President and Chief Executive Officer of Dew Learning LLC from June 2012 to September 2014. Mr. Nielson formerly served as President of Covenant College (2002 - 2012), and as a partner and trader (of options and -14- futures contracts for hedging options) for Ritchie Capital Markets Group (1996 - 1997), where he held an administrative management position at this proprietary derivatives trading company. He also held prior positions in new business development for ServiceMaster Management Services Company, and in personnel and human resources for NationsBank of North Carolina, N.A. and Chicago Research and Trading Group, Ltd. ("CRT"). His international experience includes serving as a director of CRT Europe, Inc. for two years, directing out of London all aspects of business conducted by the U.K. and European subsidiary of CRT. Prior to that, Mr. Nielson was a trader and manager at CRT in Chicago. Mr. Nielson has served as a Trustee of eachthe Fund since its inception and of the First Trust Funds since 1999. Mr. Nielson has also served as Chairman of the Audit Committee (2003 - 2007 and 2014 - 2016), Chairman of the Valuation Committee (2012 - 2013), Chairman of the Nominating and Governance Committee (2008 - 2009)2009 and 2017 - 2019), and Lead Independent Trustee and a member of the Executive Committee (2010 - 2011) of the First Trust Funds. He currently serves as Chairman ofLead Independent Trustee and on the Nominating and GovernanceExecutive Committee (since January 1, 2017)2020) of the First Trust Funds. Interested Trustee James A. Bowen is the Chairman of the Board of the First Trust Funds and Chief Executive Officer of First Trust Advisors and First Trust Portfolios L.P. Until January 23, 2012, he served as President and Chief Executive Officer of the First Trust Funds. Mr. Bowen also serves on the Executive Committee. He has over 3436 years of experience in the investment company business in sales, sales management and executive management. Mr. Bowen has served as a Trustee of eachthe Fund since its inception and of the First Trust Funds since 1999. -15- OTHER INFORMATION Independent Trustees During the past five years, none of the Independent Trustees, nor any of their immediate family members, has been a director, trustee, officer, general partner or employee of, or consultant to, First Trust Advisors, First Trust Portfolios L.P. (an affiliate of First Trust Advisors), any sub-advisor to any fund in the First Trust Fund Complex, or any of their affiliates. Executive Officers The executive officers of eachthe Fund hold the same positions with each fund in the First Trust Fund Complex (representing 155184 portfolios) as they hold with the Funds. -15- Fund. BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDSFUND BY TRUSTEES AND EXECUTIVE OFFICERS The following table sets forth the dollar range and number of equity securities beneficially owned by the Trustees in eachthe Fund and the dollar range of equity securities beneficially owned by the Trustees in all funds in the First Trust Fund Complex, including the Funds,Fund, as of December 31, 2017:2019:
------------------------ ------------------ --------------------------------------------------------------------------- INTERESTED INDEPENDENT TRUSTEE TRUSTEES ------------------------ ------------------ ----------------- -------------------- -------------------- ------------------------------------------------------------------------------------------ Richard E. Niel B. FUND James A. Bowen Erickson Thomas R. Kadlec Robert F. Keith Nielson ------------------------ ------------------ ----------------- -------------------- -------------------- --------------- FLOATING RATE INCOME $50,001------------------------- ------------------ ----------------- -------------------- -------------------- --------------- $10,001-$100,00050,000 $1-$10,000 $1-$10,000 $0 $1-$10,000 THE FUND (4,955(3,955 Shares) (344(367 Shares) (600 Shares) (0 Shares) (344 Shares) ------------------------ ------------------ ----------------- -------------------- -------------------- --------------- TARGET TERM FUND $0 $0 $0 $0 $0 (0 Shares) (0 Shares) (0 Shares) (0 Shares) (0(373 Shares) ------------------------ ------------------ ----------------- -------------------- -------------------- --------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES IN Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES IN THE FIRST TRUST FUND COMPLEX OVERSEEN BY TRUSTEE ------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
The Independent Trustees have adopted a policy that establishes the expectation that each Independent Trustee will have invested an amount in the funds in the First Trust Fund Complex he oversees in the aggregate of at least one year's annual retainer for Board service, with investments allocated among the funds in the First Trust Fund Complex depending on what is suitable for the Trustee's personal investment needs. As of December 31, 2017,2019, the Independent Trustees and their immediate family members did not own, beneficially or of record, any class of securities of First Trust Advisors or any sub-advisor or principal underwriter of anythe Fund or any person, other than a registered investment company, directly or indirectly controlling, controlled by, or under common control with First Trust Advisors or any sub-advisor or principal underwriter of anythe Fund, nor, since the beginning of the most recently completed fiscal year of anythe Fund, did any Independent Trustee purchase or sell securities of First Trust Advisors, or any sub-advisor to any fund in the First Trust Fund Complex, their parents or any subsidiaries of any of the foregoing. As of December 31, 2017,2019, the Trustees and executive officers of eachthe Fund as a group beneficially owned the following number of5,495 Shares of eachthe Fund, which is less than 1% of eachthe Fund's Shares outstanding: ---------------------------------------------------- ---------------------- FUND SHARES OWNED ---------------------------------------------------- ---------------------- FLOATING RATE INCOME FUND 6,443 ---------------------------------------------------- ---------------------- TARGET TERM FUND 0 ---------------------------------------------------- ----------------------outstanding. -16- COMPENSATION SinceEffective January 1, 2016,2019, the fixed annual retainer paid to the Independent Trustees has been $230,000was $255,000 per year and an annual per fund fee of $2,500 for each closed-end fund and actively managed fund and $250 for each index fund. Effective January 1, 2020, the fixed annual retainer paid to the Independent Trustees is $255,000 per year and an annual per fund fee of $2,500 for each closed-end fund and actively managed fund, $750 for each defined outcome fund and $250 for each index fund. The fixed annual retainer is allocated equally among each fund in the First Trust Fund Complex. Additionally, the Lead Independent Trustee is paid $30,000 annually, the Chairmen of the Audit Committee or Valuation Committee are each paid $20,000 annually and the Chairman of the Nominating and Governance -16- Committee is paid $10,000 annually to serve in such capacities with compensation allocated pro rata among each fund in the First Trust Fund Complex based on its net assets. Trustees are also reimbursed by the investment companiesfunds in the First Trust Fund Complex for travel and out-of-pocket expenses incurred in connection with all meetings. Each Committee Chairman and the Lead Independent Trustee rotate every three years. The number of Board meetings held by each Fund during itsDuring the Fund's last fiscal year, is shown in Schedule 1 hereto.the Board of Trustees held ten meetings. The aggregate fees and expenses paid to all Trustees by eachthe Fund for its last fiscal year (including reimbursement for travel and out-of-pocket expenses) amounted to the following: ---------------------------------------------------- --------------------------- AGGREGATE FEES AND FUND EXPENSES PAID ---------------------------------------------------- --------------------------- FLOATING RATE INCOME FUND $16,732 ---------------------------------------------------- --------------------------- TARGET TERM FUND $16,695 ---------------------------------------------------- ---------------------------$16,485. The following table sets forth certain information regarding the compensation of eachthe Fund's Trustees (including reimbursement for travel and out-of-pocket expenses) for eachthe Fund's most recently completed fiscal year. The Funds haveFund has no retirement or pension plans. The executive officers and the Interested Trustee of eachthe Fund receive no compensation from the FundsFund for serving in such capacities. -17-
AGGREGATE COMPENSATION FOR EACHAGGREGATE COMPENSATION FOR THE FUND'S FISCAL YEAR ------------------------------------------------------- ------------- --------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------- INTERESTED INDEPENDENT TRUSTEE TRUSTEES ------------------------------------------------------- ------------- -------------------------------------------------------------------------------------------------------------- -------------- ----------------------------------------------------------- James A. Richard E. Thomas R. Robert F. Niel B. FUND Bowen Erickson Kadlec Keith Nielson ------------------------------------------------------- ------------- ------------- ------------------------------------------------------------------- -------------- --------------------------- -------------- -------------- -------------- FLOATING RATE INCOMETHE FUND $0 $4,252 $4,182 $4,181 $4,118 ------------------------------------------------------- ------------- -------------------------------------------------------- TARGET TERM FUND $0 $4,237 $4,173 $4,172 $4,113 ------------------------------------------------------- ------------- --------------------------------------------------------$4,154 $4,121 $4,112 $4,098 ------------------------------------------------------ -------------- -------------- -------------- -------------- -------------- TOTAL COMPENSATION FOR SERVING THE FIRST TRUST $0 $414,011 $403,267 $403,163 $392,987 FUND COMPLEX(1) ------------------------------------------------------- ------------- --------------------------------------------------------$0 $458,125 $451,450 $454,098 $440,930 ------------------------------------------------------ -------------- -------------- -------------- -------------- -------------- (1) For the calendar year ended December 31, 20172019 for services to four portfolios of First Trust Series Fund and three portfolios of First Trust Variable Insurance Trust, open-end funds; 1615 closed-end funds; and 128149 series of the ETF Trusts. Compensation includes, with respect to certain ETFs, compensation paid by the Advisor rather than by the ETF directly pursuant to the terms of the advisory agreement between the applicable ETF Trust and the Advisor.
ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS The Board of Trustees seeks to have as many Trustees as possible in attendance at annual meetings of shareholders. The policy of the Nominating and Governance Committee relating to attendance by Trustees at annual meetings of shareholders is contained in the Funds'Fund's Nominating and Governance Committee Charter, which is available on eachthe Fund's website located at https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage). In addition, for the Floating Rate Income Fund, theBoard's attendance of the Board of Trustees at last year's annual shareholder meeting is available on suchthe Fund's website located at https://www.ftportfolios.com. To find the Board of Trustees'Board's attendance, select -17- the Fund under the "Closed-End Funds" tab, select the "News & Literature" link, and go to the "Shareholder Updates and Information" heading. This is the first annual meeting of shareholders for the Target Term Fund. AUDIT COMMITTEE REPORT The role of the Audit Committee is to assist the Board of Trustees in its oversight of the Funds'Fund's accounting and financial reporting process. The Audit Committee operates pursuant to a charter (the "Charter") that was most recently reviewed by the Board of Trustees on December 11, 2017,9, 2019, a copy of which is attached as Exhibit A hereto, and is available on the Funds'Fund's website located at https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage). As set forth in the Charter, management of the Fund management has the primary responsibility for establishing and maintaining systems for accounting, reporting, disclosure and internal controls. The Funds'Fund's independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. In performing its oversight function, the Audit Committee reviewed and discussed with Fund management and the independent auditors, Deloitte & Touche LLP, the audited financial statements of the FundsFund for the fiscal year ended May 31, 20182020 at a meeting held on July 19, 2018,20, 2020 and discussed the audits of such financial statements with the independent auditors and Fund management. In addition, the Audit Committee discussed with the independent auditors the accounting principles applied by the FundsFund and such other matters brought to the attention of the Audit Committee by the independent auditors as required by -18- the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard 1301, Communications with Audit Committees. The Audit Committee also received from the independent auditors the written disclosures and letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, delineating relationships between the independent auditors and the Funds,Fund, and discussed the impact that any such relationships may have on the objectivity and independence of the independent auditors. The members of the Funds'Fund's Audit Committee are not full-time employees of the FundsFund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Funds'Fund's Audit Committee necessarily rely on the information provided to them by Fund management and the independent auditors. Accordingly, the Audit Committee's considerations and discussions referred to above do not assure that the audit of the Funds'Fund's financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the independent auditors are in fact "independent." Based on its consideration of the Funds'Fund's audited financial statements and the discussions referred to above with Fund management and Deloitte & Touche LLP, and subject to the limitations on the responsibilities and role of the Audit Committee as set forth in the Charter and discussed above, the Audit Committee recommended to the Board the inclusion of eachthe Fund's audited financial statements in eachthe Fund's Annual Report to Shareholders for the fiscal year ended May 31, 2018.2020. -18- Submitted by the Audit Committee of eachthe Fund: Thomas R. Kadlec Robert F. Keith Richard E. Erickson Niel B. Nielson Thomas R. Kadlec INDEPENDENT AUDITORS' FEES Deloitte & Touche has been selected to serve as the independent auditors for eachthe Fund for its current fiscal year, and acted as the independent auditors for eachthe Fund for its most recently completed fiscal year. Deloitte & Touche has advised the FundsFund that, to the best of its knowledge and belief, Deloitte & Touche professionals did not have any direct or material indirect ownership interest in the FundsFund inconsistent with independent professional standards pertaining to independent registered public accounting firms. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence. In reliance on Rule 32a-4 under the 1940 Act, eachthe Fund is not seeking shareholder ratification of the selection of Deloitte & Touche as independent auditors. -19- Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has billed eachthe Fund and the Advisor for the fees set forth below.
--------------------------------- --------------------- -------------------- -------------------- ---------------------- ----------------------------------------- AUDIT FEES(1) AUDIT-RELATED TAX ALL OTHER AUDITFEES FEES(2) FEES FEES(5) FEES --------------------------------- ---------- --------- ----------- -------- ----------- ---------- ---------- ------------------------------ -------------------- -------------------- --------------------- FEES BILLED TO: 2017 2018 2017 2018 2017 2018 2017 20182019 2020 2019 2020 2019 2020 2019 2020 --------------------------------- ----------- --------- --------- ---------- --------- ----------- -------- ----------- ---------- ---------- ------------------- FLOATING RATE INCOME FUND Fund $70,000 $57,000 $92(3)$57,000 $0 $0 $5,200 $4,450$5,280 $0 $0 Advisor N/A N/A $0 $0 $0 $0 $0 $0 --------------------------------- ----------- --------- --------- ---------- --------- ----------- -------- ----------- ---------- ---------- --------- TARGET TERM FUND(1) Fund $81,500 $57,000 $0 $0 $0 $5,200 $0 $0 Advisor N/A N/A $7,000(4) $0 $0 $0 $0 $0 --------------------------------- ---------- --------- ----------- -------- ----------- ---------- ---------- --------- (1) For 2017, these fees were for the period from inception on December 21, 2016 through May 31, 2017. (2) These fees were the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements. With respect to the Target Term Fund, for 2017, these fees were for the audits and issuance of consents related to the initial offering of such Fund. (3) These fees relate to the review of pricing committee procedures. (4) These fees were for the audits and issuance of consents related to the initial offering of the Fund. (5)(2) These fees were for tax consultation and/or tax return preparation.preparation and professional services rendered for PFIC (Passive Foreign Investment Company) Identification Services.
Non-Audit Fees During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has billed eachthe Fund and the Advisor for the non-audit fees listed below for services provided to the entities indicated. AGGREGATE NON-AUDIT FEES --------------------------------------------- --------------------------------------------------------------- ---------------- FUND 2017 2018 --------------------------------------------- ----------------- ---------------- FLOATING RATE INCOME FUNDFEES BILLED TO: 2019 2020 ---------------------------------------------- ---------------- ---------------- Fund $5,200 $4,450$5,280 Advisor $44,400(2) $12,000(3) --------------------------------------------- -----------------$19,800(1) $60,670(2) ---------------------------------------------- ---------------- TARGET TERM FUND(1) Fund $0 $5,200 Advisor $39,200(2) $12,000(3) --------------------------------------------- ----------------- ---------------- (1) For 2017, theseThese fees were for the period from inception on December 21, 2016 through May 31, 2017.federal and state tax matters and professional services rendered for an Illinois Private Letter Ruling. (2) These fees were for federal/state tax returns and Foreign Account Tax Compliance Act (FATCA). (3) These fees were for 2016 and 2017 federal and state tax matters.matters and professional fees related to the First Trust Security Assessment Project. -19- Pre-Approval Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee of eachthe Fund is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for eachthe Fund by its independent auditors. The Chairman of the Audit Committee is authorized to give such pre-approvals on behalf of the Audit Committee up to $25,000 and report any such pre-approval to the full Audit Committee. The Audit Committee is also responsible for the pre-approval of the independent auditors' engagements for non-audit services with the Advisor and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the respective Fund, if the engagement relates -20- directly to the operations and financial reporting of the Funds,Fund, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditors have provided non-audit services to the Advisor or any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to its policies, the Audit Committee will consider whether the provision of such non-audit services is compatible with the auditors' independence. None of the Audit Fees, Audit-Related Fees, Tax Fees, or All Other Fees, if any, or the Aggregate Non-Audit Fees disclosed above that were required to be pre-approved by the Audit Committee pursuant to its Pre-Approval Policy were pre-approved by the Audit Committee pursuant to the pre-approval exceptions included in Regulation S-X. Because the Audit Committee has not been informed of any such services, the Audit Committee of eachthe Fund has not considered whether the provision of non-audit services that were rendered to the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. -20- ADDITIONAL INFORMATION SHAREHOLDER PROPOSALS Shareholder Proposals for Inclusion in athe Fund's Proxy Statement. To be considered for presentation at the 20192021 annual meeting of shareholders of athe Fund and included in the Fund's proxy statement relating to such meeting, a shareholder proposal must be submitted pursuant to Rule 14a-8 under the 1934 Act ("Rule 14a-8") and must be received at the principal executive offices of the applicable Fund not later than April 15, 2019. Such a proposal will be included in a Fund's proxy statement if it meets the requirements of Rule 14a-8. Timely19, 2021. However, timely submission of a proposal does not mean that such proposal will be included in athe Fund's proxy statement. Other Shareholder Proposals. In addition to any requirements ofunder applicable law, including without limitation the proxy rules under the 1934 Act, and the Fund's Declaration of Trust, under the Funds'Fund's By-Laws, any proposal to elect any person nominated by shareholders for election as Trustee and any other proposals by shareholders may only be brought before an annual meeting of athe Fund if timely written notice (the "Shareholder Notice") is provided to the Secretary of the Fund (the "Secretary") and the other conditions summarized below are met. In accordance with the advance notice provisions included in the Funds'Fund's By-Laws, unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the Fund's principal executive offices, Attn: W. Scott Jardine, Secretary, not less than forty-five (45) days nor more than sixty (60) days prior to the first anniversary date of the date of the proxy statement released to shareholders for the preceding year's annual meeting. However, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an "Other Annual Meeting Date"), such Shareholder Notice must be given as described above by the later of the close of business on (i) the date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed. -21- Any shareholder submitting a nomination of any person or persons (as the case may be) for election as a Trustee or Trustees of athe Fund is required to deliver, as part of such Shareholder Notice: (i) a statement in writing setting forth: (A) the name, age, date of birth, business address, residence address and nationality of the person or persons to be nominated; (B) the class or series and number of all Shares of the Fund owned of record or beneficially by each such person or persons, as reported to such shareholder by such nominee(s); (C) any other information regarding each such person required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the 1934 Act (or any successor provision thereto); (D) any other information regarding the person or persons to be nominated that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder; and (E) whether such shareholder believes any nominee is or will be an "interested person" of the Fund (as defined in the 1940 Act) and, if not an "interested person," information regarding each nominee that will be sufficient for the Fund to make such determination; and (ii) the written and signed consent of any person nominated to be named as a nominee and to serve as a Trustee if elected. In connection with any shareholder nominating a person for election as a Trustee, such shareholder must obtain from the Secretary a questionnaire to be completed by the nominee and returned and received by the Secretary at the principal executive offices of the Fund no later than ten (10) business days after the Secretary sends such questionnaire to the shareholder. In addition, the Trustees -21- may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee. Additionally, to be eligible for election as a Trustee, any shareholder nominee for Trustee must be in attendance at the meeting at which such nominee is to stand for election. Without limiting the foregoing, any shareholder who gives a Shareholder Notice of any matter proposed to be brought before a shareholder meeting (whether or not involving nominees for Trustees) is required to deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such shareholder favors the proposal; (iii) such shareholder's name and address as they appear on the Fund's books; (iv) any other information relating to the shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies with respect to the matter(s) proposed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder; (v) the class or series and number of all Shares of the Fund owned beneficially and of record by such shareholder; (vi) any material interest of such shareholder in the matter proposed (other than as a shareholder); (vii) a representation that the shareholder intends to appear in person or by proxy at the shareholder meeting to act on the matter(s) proposed;proposed, and if the proposal involves nominee(s) for Trustees, a representation from each shareholder nominee for Trustee that such nominee intends to appear in person at the shareholder meeting; (viii) if the proposal involves nominee(s) for Trustees, a description of all arrangements or understandings between the shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the shareholder; and (ix) in the case of a shareholder (a "Beneficial Owner") that holds Shares entitled to vote at the meeting through a nominee or "street name" holder of record, evidence establishing such Beneficial Owner's indirect ownership of, and entitlement to vote, Shares at the meeting of shareholders. Shares "beneficially owned" means all Shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the 1934 Act. In addition,Further, the By-Laws provide that, unless required by federalapplicable law, no mattersmatter shall be considered at or brought before any annual or special meeting unless such matter has been deemed a proper matter for shareholder action by at least sixty-six and two-thirds percent (66-2/3%) of the Trustees. Timely submission of a proposal does not mean that such proposal will be brought before the meeting. SHAREHOLDER COMMUNICATIONS Shareholders of athe Fund who want to communicate with the Board of Trustees or any individual Trustee should write the Fund to the attention of the Fund Secretary, W. Scott Jardine. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Trustee and so -22- indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the Chairman of the Nominating and Governance Committee of the Board of Trustees and the independent legal counsel to the Independent Trustees for further distribution as deemed appropriate by such persons. INVESTMENT ADVISOR, ADMINISTRATOR AND TRANSFER AGENT First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, serves as eachthe Fund's investment advisor. First Trust Advisors is also responsible for providing certain clerical, bookkeeping and other administrative services to eachthe Fund and also provides fund reporting services to eachthe Fund for a flat annual fee. First Trust Advisors is a limited partnership -22- with one limited partner, Grace Partners of DuPage L.P. ("Grace Partners"), and one general partner, The Charger Corporation. Grace Partners is a limited partnership with one general partner, The Charger Corporation, and a number of limited partners. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, the Chief Executive Officer of First Trust Advisors and the sole Interested Trustee of the Fund. The Bank of New York Mellon, 101 Barclay240 Greenwich Street, 20th Floor, New York, New York 10286, acts as the administrator, fund accountant and custodian, and BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, acts as the transfer agent, to eachthe Fund. SECTION 30(h) ANDDELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Funds'Fund's Trustees, the Funds'Fund's officers subject to such provisions, certain persons affiliated with First Trust Advisors, and persons who beneficially own more than 10% of athe Fund's Shares to file reports of ownership and changes of ownership with the SEC and to furnish the Funds with copies of all Section 16(a) forms they file.SEC. Based solely upon a review of copies of suchcertain related forms received byfiled with the FundsSEC and certain written representations, eachthe Fund believes that during the fiscal year ended May 31, 2018,2020, all such filing requirements applicable to such persons were met.met, except as follows: On September 26, 2019, one late Form 4 was filed for James A. Bowen, the Chairman of the Board and a Trustee of the Fund and the Chief Executive Officer of the Advisor, with respect to his disposition of shares of the Fund on June 7, 2019. FISCAL YEAR The fiscal year end for eachthe Fund wasis May 31, 2018.31. DELIVERY OF CERTAIN DOCUMENTS Annual reports will be sent to shareholders of record of eachthe Fund following the Fund's fiscal year end. EachThe Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be made by writing to the Advisor at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or by calling toll-free (800) 988-5891. Please note that only one annual or semi-annual report or proxy statement may be delivered to two or more shareholders of athe Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the Advisor at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly. -23- STANDSTILL AGREEMENTS RELATING TO CERTAIN OTHER FIRST TRUST CLOSED-END FUNDS First Trust High Income Long/Short Fund First Trust Strategic High Income Fund II In 2017, each of First Trust High Income Long/Short Fund ("FSD") and the Advisor, and First Trust Strategic High Income Fund II ("FHY") (which is no longer a fund in the First Trust Fund Complex as the result of a merger transaction with FSD) and the Advisor, respectively, entered into a standstill agreement (together, the "Saba Standstill Agreement") with Saba Capital Management, L.P. and certain associated parties (collectively referred to as "Saba"). Under the Saba Standstill Agreement, Saba agreed, among other things, as to certain voting-related matters and standstill covenants with respect to FSD, FHY and other investment companies advised by the Advisor until January 20, 2020. First Trust/Aberdeen Global Opportunity Income Fund In 2017, First Trust/Aberdeen Global Opportunity Income Fund ("FAM") and the Advisor entered into a standstill agreement (the "Karpus Standstill Agreement") with Karpus Management, Inc. (doing business as Karpus Investment Management) and any present or future entities or accounts it manages or controls or to which it is related (collectively referred to as "Karpus"). Under the Karpus Standstill Agreement, Karpus agreed, among other things, as to certain voting-related matters and standstill covenants with respect to FAM and other investment companies advised by the Advisor other than First Trust Enhanced Equity Income Fund until the earlier of the conclusion of the 2019 annual meeting of shareholders of FAM and April 30, 2019. OTHER MATTERS TO COME BEFORE THE MEETING No business other than the Proposal, as described above, is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the Funds.Fund. August 6, 20182020 -23- -------------------------------------------------------------------------------- IT IS IMPORTANT THAT PROXIESYOUR SHARES BE RETURNED PROMPTLY. SHAREHOLDERSREPRESENTED AT THE MEETING. IN ORDER TO AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE THEREFORE URGED TOREPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE. YOU MAY VOTE EASILY AND QUICKLY. PLEASE COMPLETE SIGN, DATE AND RETURN THEMAIL YOUR PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. -------------------------------------------------------------------------------- -24- SCHEDULE 1
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUND'S LAST FISCAL YEAR --------------------------------- ---------------- ----------------- ----------------- ----------------- ----------------- NOMINATING AND AUDIT EXECUTIVE GOVERNANCE VALUATION BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE FUND MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS --------------------------------- ---------------- ----------------- ----------------- ----------------- ----------------- FLOATING RATE INCOME FUND 4 6 12 4 4 --------------------------------- ---------------- ----------------- ----------------- ----------------- ----------------- TARGET TERM FUND 4 6 12 4 4 --------------------------------- ---------------- ----------------- ----------------- ----------------- -----------------
EXHIBIT A AUDIT COMMITTEE CHARTER I. PURPOSE The Audit Committee (the "Committee") is appointed by each Board of Trustees (the "Board") of the investment companies (the "Funds") advised by First Trust Advisors L.P. ("Fund Management") for the following purposes: 1. to oversee the accounting and financial reporting processes of each Fund and its internal controls and, as the Audit Committee deems appropriate, to inquire into the internal controls of certain third-party service providers; 2. to oversee the quality and integrity of each Fund's financial statements and the independent audit thereof; 3. to oversee, or, as appropriate, assist Board oversight of, each Fund's compliance with legal and regulatory requirements that relate to the Fund's accounting and financial reporting, internal controls and independent audits; and 4. to approve, prior to the appointment, the engagement of each Fund's independent auditor and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Fund's independent auditor. II. COMMITTEE ORGANIZATION AND COMPOSITION A. Size and Membership Requirements. 1. The Committee shall be composed of at least three members, all of whom shall be trustees of the Funds. Each member of the Committee, and a Committee chairperson, shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. 2. Each member of the Committee shall be independent of the Funds and must be free of any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member. With respect to the Funds which are closed-end funds or open-end exchange-traded funds ("ETFs"), each member must meet the independence and experience requirements of the listing rules of the primary national securities exchange on which a Fund's shares are listed for trading (as applicable), and Section 10A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10A-3 thereunder, and other applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Included in the foregoing is the requirement that no member of the Committee be an "interested person" of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"), nor shall any Committee member accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Funds, or any subsidiary thereof, (except in the capacity as a Board or committee member). 3. At least one member of the Committee shall have been determined by the Board, exercising its business judgment, to qualify as an "audit committee financial expert" as defined by the SEC. 4. With respect to Funds whose shares are listed on NYSE Arca or on the New York Stock Exchange, each member of the Committee shall have been determined by the Board, exercising its business judgment, to be "financially literate" as required by the New York Stock Exchange or NYSE Arca (as applicable). In addition, at least one member of the Committee shall have been determined by the Board, exercising its business judgment, to have "accounting or related financial management expertise," as required by the New York Stock Exchange or NYSE Arca (as applicable). Such member may, but need not be, the same person as the Funds' "audit committee financial expert." With respect to Funds that are closed-end funds or ETFs whose shares are listed on the NYSE American Stock Market or the NASDAQ Stock Market, each member of the Committee shall be able to read and understand fundamental financial statements, including a Fund's balance sheet, income statement and cash flow statement. In addition, at least one member of the Committee shall have been determined by the Board, exercising its business judgment, to be "financially sophisticated," as required by the NYSE American Stock Market or the NASDAQ Stock Market (as applicable). Any member whom the Board determines to be an "audit committee financial expert" shall be presumed to qualify as financially sophisticated. With respect to Funds that are closed-end funds or ETFs whose shares are listed and trade primarily on any other national securities exchange, the Committee will comply with any applicable requirements of such exchange relating to the financial backgrounds of the Committee members. 5. With respect to Funds that are closed-end funds or ETFs, Committee members shall not serve simultaneously on the audit committee of more than two public companies, in addition to their service on the Committee. B. Frequency of Meetings. The Committee will ordinarily meet once for every regular meeting of the Board. The Committee may meet more or less frequently as appropriate, but no less than four times per year. C. Term of Office. Committee members shall serve until they resign or are removed or replaced by the Board. III. RESPONSIBILITIES A. With respect to Independent Auditors: 1. The Committee shall be responsible for the appointment or replacement (subject, if applicable, to Board and/or shareholder ratification), compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds ("External Auditors"). The External Auditors shall report directly to the Committee. 2. The Committee shall meet with the External Auditors and Fund Management to review the scope, fees, audit plans and staffing of the proposed audits for each fiscal year. At the conclusion of the audit, the Committee shall review such audit results, including the External Auditors' evaluation of each Fund's financial and internal controls, any comments or recommendations of the External Auditors, any audit problems or difficulties and Fund Management's response, including any restrictions A-2 on the scope of the External Auditors' activities or on access to requested information, any significant disagreements with Fund Management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm's national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the External Auditors. 3. The Committee shall meet with the External Auditors in the absence of Fund Management, as necessary. 4. The Committee shall pre-approve all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for each Fund by its External Auditors in accordance with the Audit and Non-Audit Services Pre-Approval Policy. The Chairman of the Committee is authorized to give such pre-approvals on behalf of the Committee where the fee for such engagement does not exceed the amount specified in the Audit and Non-Audit Services Pre-Approval Policy, and shall report any such pre-approval to the full Committee. 5. The Committee shall pre-approve the External Auditors' engagements for non-audit services to Fund Management and any entity controlling, controlled by or under common control with Fund Management that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. The Chairman of the Committee is authorized to give such pre-approvals on behalf of the Committee where the fee for such engagement does not exceed the amount specified in the Audit and Non-Audit Services Pre-Approval Policy, and shall report any such pre-approval to the full Committee. 6. If the External Auditors have provided non-audit services to Fund Management and any entity controlling, controlled by or under common control with Fund Management that provides ongoing services to the Funds that were not pre-approved pursuant to the de minimis exception, the Committee shall consider whether the provision of such non-audit services is compatible with the External Auditors' independence. 7. The Committee shall obtain and review a report from the External Auditors at least annually (including a formal written statement delineating all relationships between the auditors and the Funds consistent with PCAOB Ethics and Independence Rule 3526) regarding (a) the External Auditors' internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by an inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) the External Auditors' independence, including all relationships between the External Auditors and the Funds and their affiliates; and evaluating the qualifications, performance and independence of the External Auditors, including their membership in the SEC practice section of the AICPA and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of management and discussing such reports with the External Auditors. The Committee shall present its conclusions with respect to the External Auditors to the Board. A-3 8. The Committee shall review reports and other information provided to it by the External Auditors regarding any illegal acts that the External Auditors should discover (whether or not perceived to have a material effect on a Fund's financial statements), in accordance with and as required by Section 10A(b)(1) of the Exchange Act. 9. The Committee shall oversee the rotation of the lead (or concurring) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further consider the rotation of the independent auditor firm itself. 10. The Committee shall establish and recommend to the Board for ratification a policy of the Funds with respect to the hiring of employees or former employees of the External Auditors who participated in the audits of the Funds' financial statements. 11. The Committee shall take (and, where appropriate, recommend that the Board take) appropriate action to oversee the independence of the External Auditors. 12. The Committee shall report regularly to the Board on the results of the activities of the Committee, including any issues that arise with respect to the quality or integrity of the Funds' financial statements, the Funds' compliance with legal or regulatory requirements that relate to the Fund's accounting and financial reporting, internal controls and independent audits, the performance and independence of the Funds' External Auditors, or the performance of the internal audit function, if any. B. With respect to Fund Financial Statements: 1. The Committee shall meet to review and discuss with Fund Management and the External Auditors the annual audited financial statements of the Funds, and any major issues regarding accounting and auditing principles and practices, and the Funds' disclosures under "Management's Discussion and Analysis," and shall meet to review and discuss with Fund Management the semi-annual financial statements of the Funds and the Funds' disclosures under "Management's Discussion and Analysis" or any similar discussion of the Fund's performance, if any. 2. The Committee shall review and discuss reports, both written and oral, from the External Auditors or Fund Management regarding (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles ("GAAP") for policies and practices that have been discussed with Fund Management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the External Auditors; (c) other material written communications between the External Auditors and Fund Management, such as any management letter or schedule of unadjusted differences; and (d) all non-audit services provided to any entity in the investment company complex (as defined in Rule 2-01 of Regulation S-X) that were not pre-approved by the Committee. 3. The Committee shall review disclosures made to the Committee by the Funds' principal executive officer and principal financial officer during their certification process for the Funds' periodic reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds' internal controls. A-4 4. The Committee shall discuss with the External Auditors the matters required to be discussed by the applicable PCAOB Auditing Standard that arise during the External Auditor's review of the Funds' financial statements. 5. The Committee shall review and discuss with Fund Management and the External Auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation of the Funds' financial statements, including any significant changes in the Funds' selection or application of accounting principles and any major issues as to the adequacy of the Funds' internal controls and any special audit steps adopted in light of material control deficiencies, and (b) analyses prepared by Fund Management or the External Auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. 6. The Committee shall review and discuss with Fund Management and the External Auditors the effect of regulatory and accounting initiatives on the Funds' financial statements. 7. The Committee shall discuss with Fund Management the Funds' press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Committee or any member of the Committee also serving on the Dividend and Pricing Committee shall be authorized to have these discussions with Fund Management on behalf of the Committee, and shall report any material matters to the Committee. 8. The Committee shall discuss with Fund Management the Funds' major financial risk exposures and the steps Fund Management has taken to monitor and control these exposures, including the Funds' risk assessment and risk management policies and guidelines. In fulfilling its obligations under this paragraph, the Committee may, as applicable, review in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. C. With respect to serving as a Qualified Legal Compliance Committee: 1. The Committee shall serve as the Funds' "qualified legal compliance committee" ("QLCC") within the meaning of the rules of the SEC and, in that regard, the following shall apply: (i) The Committee shall receive and retain, in confidence, reports of evidence of (a) a material violation of any federal or state securities laws, (b) a material breach of a fiduciary duty arising under any federal or state laws or (c) a similar material violation of any federal or state law by a Fund or any of its officers, trustees, employees or agents (a "Report of Material Violation"). Reports of Material Violation may be addressed to the Funds, attention W. Scott Jardine, by e-mail at sjardine@ftportfolios.com or at the address of the principal office of the Funds, which currently is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, who shall forward the Report of Material Violation to the Committee. A-5 (ii) Upon receipt of a Report of Material Violation, the Committee shall (a) inform the Fund's chief legal officer and chief executive officer (or the equivalents thereof) of the report (unless the Committee determines it would be futile to do so), and (b) determine whether an investigation is necessary. (iii) After considering the Report of Material Violation, the Committee shall do the following if it deems an investigation necessary: (1) Notify the Board; (2) Initiate an investigation, which may be conducted either by the chief legal officer (or the equivalent thereof) of the Fund or by outside attorneys; and (3) Retain such additional expert personnel as the Committee deems necessary. (iv) At the conclusion of any such investigation, the Committee shall: (4) Recommend, by majority vote, that the Fund implement an appropriate response to evidence of a material violation; and (5) Inform the chief legal officer and the chief executive officer (or the equivalents thereof) and the Board of the results of any such investigation and the appropriate remedial measures to be adopted. 2. The Committee shall take all other action that it deems appropriate in the event that the Fund fails in any material respect to implement an appropriate response that the Committee, as the QLCC, has recommended the Fund take. D. Other Responsibilities: 1. The Committee shall receive, retain and handle complaints received by the Funds regarding accounting, internal accounting controls, or auditing matters from any person, whether or not an employee of the Funds or Fund Management, and shall receive submissions of concerns, including anonymous submissions, regarding questionable accounting or auditing matters by officers of the Funds and employees of Fund Management, any administrator, fund accountant, principal underwriter, or any other provider of accounting-related services for the Funds. All such complaints and concerns shall be handled in accordance with the Committee's procedures for operating as a QLCC, outlined in III.C above. 2. The Committee shall review, with fund counsel and independent legal counsel, any legal matters that could have significant impact on a Fund's financial statements or compliance policies and the findings of any examination by a regulatory agency as they relate to financial statement matters. 3. The Committee shall review and reassess the adequacy of this charter on an annual basis and provide a recommendation to the Board for approval of any proposed changes deemed necessary or advisable by the Committee. A-6 4. The Committee shall evaluate on an annual basis the performance of the Committee. 5. The Committee shall review with the External Auditors and with Fund Management the adequacy and effectiveness of the Funds' internal accounting and financial controls. 6. The Committee shall discuss with Fund Management and the External Auditors any correspondence with regulators or governmental agencies that raise material issues regarding the Funds' financial statements or accounting policies. 7. The Committee shall perform other special reviews, investigations or oversight functions as requested by the Board and shall receive and review periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds. 8. The Committee shall prepare any report of the Committee required to be included in a proxy statement for a Fund. 9. The Committee may request any officer or employee of a Fund or Fund Management, independent legal counsel, fund counsel and the External Auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. 10. The Committee shall maintain minutes of its meetings. 11. The Committee shall perform such other functions and have such powers as may be necessary or appropriate in the efficient and lawful discharge of its responsibilities. IV. AUTHORITY TO ENGAGE ADVISERS The Committee may engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Funds' External Auditors shall have unrestricted accessibility at any time to Committee members. V. FUNDING PROVISIONS A. The Committee shall determine the: 1. Compensation to any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund; and 2. Compensation to any advisers employed by the Committee. B. The expenses enumerated in this Article V and all necessary and appropriate administrative expenses of the Committee shall be paid by the applicable Fund or Fund Management. A-7 VI. MANAGEMENT AND EXTERNAL AUDITORS' RESPONSIBILITIES A. Fund Management has the primary responsibility for establishing and maintaining systems for accounting, reporting, disclosure and internal controls. The External Auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. All External Auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Committee. The External Auditors' ultimate accountability is to the Board and the Committee, as representatives of shareholders. B. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Funds' financial statements are complete and accurate and are in accordance with GAAP, nor is it the duty of the Committee to assure compliance with laws and regulations and/or the Funds' Code of Ethics. C. In discharging its responsibilities, the Committee and its members are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of a Fund; (2) legal counsel, public accountants, or other persons as to matters the Committee member reasonably believes are within the person's professional or expert competence; or (3) a Board committee of which the Committee member is not a member. Amended: December 10, 2017 A-8 This page intentionally left blank. This page intentionally left blank. [BACK COVER] PROXY CARD -- FCT --------------------------- EVERY SHAREHOLDER'S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE IN PERSON Attend Shareholder Meeting scheduled to be held at 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 on September 10, 201814, 2020 Please detach at perforation before mailing. PROXY FIRST TRUST SENIOR FLOATING RATE INCOME FUND II ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 201814, 2020 PROXY SOLICITED BY THE BOARD OF TRUSTEES The undersigned holder of shares of the First Trust Senior Floating Rate Income Fund II, a Massachusetts business trust (the "Fund"), hereby appoints W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, Donald P. Swade and James M. Dykas as attorneys and proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund (the "Meeting") that is scheduled to be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 12:00 noon Central Time on the date indicated above, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Jointthe Annual MeetingsMeeting of Shareholders and Joint Proxy Statement dated August 6, 2018, and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournments or postponements thereof (including, but not limited to, any questions as to adjournment of the Meeting). A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE SET FORTH. ----------------------- ------------------- ----------------------- ------------------- PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. FCT_30095_072418 EVERY SHAREHOLDER'S VOTE IS IMPORTANT IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 2018 THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT: https://www.proxy-direct.com/fir-30095 Please detach at perforation before mailing. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEE SET FORTH. TO VOTE, MARK ONE BLOCK BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A PROPOSAL 1. Election of One Class II Trustee. The Board of Trustees recommends that you vote FOR the election of the Class II Nominee for a three-year term. FOR WITHHOLD 01. Niel B. Nielson [ ] [ ] B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- SIGN AND DATE BELOW Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. DATE (mm/dd/yyyy)-- SIGNATURE 1--Please keep SIGNATURE 2--Please keep Please print date below signature within the box signature within the box ----------------------- ------------------------ ------------------------ / / ----------------------- ------------------------ ------------------------ Scanner bar code xxxxxxxxxxxxxx FCT 30095 M xxxxxxxx PROXY CARD -- FIV ----------------- EVERY SHAREHOLDER'S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE IN PERSON Attend Shareholder Meeting 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 on September 10, 2018 Please detach at perforation before mailing. PROXY FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 2018 PROXY SOLICITED BY THE BOARD OF TRUSTEES The undersigned holder of shares of the First Trust Senior Floating Rate 2022 Target Term Fund, a Massachusetts business trust (the "Fund"), hereby appoints W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, Donald P. Swade and James M. Dykas as attorneys and proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund (the "Meeting") to be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 12:00 noon Central Time on the date indicated above, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Joint Annual Meetings of Shareholders and Joint Proxy Statement dated August 6, 2018,2020, and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournments or postponements thereof (including, but not limited to, any questions as to adjournment of the Meeting). A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SET FORTH. ----------------------- ------------------- ----------------------- ------------------- FCT_31461_080520 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. FIV_30095_072418xxxxxxxxxxxxxx |code| EVERY SHAREHOLDER'S VOTE IS IMPORTANT IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 10, 201814, 2020 THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT: https://www.proxy-direct.com/fir-30095fir-31461 Please detach at perforation before mailing. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES SET FORTH. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A PROPOSAL 1. Election of Two ClassELECTION OF TWO CLASS I Trustees.TRUSTEES. The Board of Trustees recommends that you vote FOR the election of the two Class I Nominees for a three-year term. FOR WITHHOLD 01. Richard E. Erickson [ ] [ ][_] [_] 02. Thomas R. Kadlec [ ] [ ][_] [_] B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- SIGN AND DATE BELOW Note:NOTE: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. DATE (mm/dd/yyyy)-- SIGNATURE 1--Please keep SIGNATURE 2--Please keep Please print date below signature within the box signature within the box ----------------------- ------------------------ ------------------------ / / ----------------------- ------------------------ ------------------------ Scanner bar code xxxxxxxxxxxxxx FIV 30095FCT 31461 M xxxxxxxx