As filed with the Securities and Exchange Commission on March 18, 2021.
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U.S. 20, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof
the Securities Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )
Filed by the Registrant [X]
☒
Filed by a partyParty 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
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
First Trust Enhanced Equity Income Fund
First Trust Mortgage Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
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(NameIncome Fund
(Name of Registrant as Specified inIn Its Charter)
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(Name
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ]Filing 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)(Check all boxes that apply):
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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:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
First Trust Enhanced Equity Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Income Fund
First Trust Mortgage Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
March 17, 2021
19, 2024
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of Shareholders (collectively, the "Meeting"“Meeting”) of each fund listed above (each a "Fund"“Fund” and collectively the "Funds"“Funds”). The Meeting is scheduled to be held on Tuesday, April 30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Monday, April 26, 2021, 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 press release (a copy of which will be available on each Fund's
website at https://www.ftportfolios.com (go to News & Literature on the
applicable Fund's webpage)) or otherwise in a manner consistent with guidance
issued by the Securities and Exchange Commission or its staff.
60187.
At the Meeting, you will be asked to vote on a proposal to elect two of the Trustees of your Fund (the "Proposal"“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 Meetings of Shareholders and Joint Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT.
Your participation at the Meeting is very important. If you cannot attend the Meeting, you may participate by proxy. Please take a few moments to read the enclosed materials and then cast your vote on the enclosed proxy card.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT.
YOUR PROMPT RESPONSE WILL BE MUCH APPRECIATED.
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 Boards
INSTRUCTIONS FOR SIGNING PROXY CARDS
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 your 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)
| 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 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
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDENDEnhanced Equity Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Income Fund
First Trust Mortgage Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
Notice of Joint Annual Meetings of Shareholders
To be held on April 26, 2021
30, 2024
March 17, 2021
19, 2024
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders (collectively, the "Meeting"“Meeting”) of the funds listed above (each a "Fund"“Fund” and collectively the "Funds"“Funds”), each a Massachusetts business trust, are scheduled to be held on Tuesday, April 30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,60187. At the Meeting, shareholders will be asked to consider and vote on Monday, April 26, 2021, at
12:00 noon Central Time, forProposal 1 set forth below and to transact such other business as may properly come before the following purposes:
Meeting (including any adjournments or postponements):
1. To elect two Trustees (the Class II Trustees) of each Fund.
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Trustees of each Fund has fixed the close of business on February 1, 2021the date set forth below as the record date for the determination of shareholders of such Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
The time, datethereof:
By Order of the Boards 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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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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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
First Trust Enhanced Equity Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Income Fund
First Trust Mortgage Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
Joint Annual Meetings of Shareholders
To be held on April 26, 2021
JOINT PROXY STATEMENT
30, 2024
Joint Proxy Statement
March 17, 2021
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE
MAILED TO SHAREHOLDERS ON OR ABOUT MARCH 22, 2021.
19, 2024
This Joint Proxy Statement and the enclosed proxy card will first be mailed to shareholders on or about March 28, 2024.
This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Trustees of the funds listed above (each a "Fund" “Fund” and collectively the "Funds"“Funds”), each a Massachusetts business trust, for use at the Joint Annual Meetings of Shareholders of the Funds scheduled to be held on Monday,Tuesday, April 26, 2021,30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., the investment advisor to each Fund, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any adjournments or postponements thereof (collectively, the "Meeting"“Meeting”). A Notice of Joint Annual Meetings of Shareholders and a proxy card accompany this Joint Proxy Statement. The Board of Trustees of each Fund has determined that the use of this Joint Proxy Statement is in the best interests of the Fund in light of the same matter being considered and voted on by shareholders. Please note that 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 press release (a copy of which will be available
on each Fund's website at https://www.ftportfolios.com (go to News & Literature
on the applicable Fund's webpage)) or otherwise in a manner consistent with
guidance issued by the Securities and Exchange Commission ("SEC") or its staff.
The principal offices of First Trust Energy Income and Growth Fund, First
Trust MLP and Energy Income Fund and First Trust New Opportunities MLP & Energy
Fund are located at 10 Westport Road, Suite C101A, Wilton, Connecticut 06897.
The principal offices of each of the other Funds are located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
Proxy solicitations for the Funds will be made primarily by mail. However, proxy solicitations may also be made by telephone or personal interviews conducted by officers and service providers of the Funds, including any agents or affiliates of such service providers.
The costs incurred in connection with the preparation of this Joint Proxy Statement and its enclosures will be paid by the Funds. The Funds will also
The close of business on February 1, 2021(i) for each of First Trust Enhanced Equity Income Fund and First Trust Intermediate Duration Preferred & Income Fund, March 4, 2024, and (ii) for First Trust Mortgage Income Fund, March 8, 2024, has been fixed as the record date (the "Record Date"(each such date, a “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. In 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 applicable Record Date and the new record date will remain in full force and effect unless explicitly revoked by the applicable shareholder.
Each Fund has one class of shares of beneficial interest, par value $0.01 per share, known as common shares ("Shares"(“Shares”).
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING SCHEDULED TO BE HELD ON APRIL 26, 2021. THIS
JOINT PROXY STATEMENT IS AVAILABLE ON THE INTERNET AT
HTTPS:
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting Scheduled to be Held on April 30, 2024. This Joint Proxy Statement is available on the Internet at https://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GC4D1PTZGO4Y. EACH FUND'S MOST
RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE ON THE INTERNET
AT HTTPS:www.ftportfolios.com/LoadContent/gwadycba8rao. Each 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 YOUR FUND UNDER
THE "CLOSED-END FUNDS" TAB, SELECT THE "NEWSwww.ftportfolios.com. To find a report, select your 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 FUNDS WILL FURNISH, WITHOUT CHARGE, COPIES OF THEIR MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. TO REQUEST A COPY,
PLEASE WRITE TO FIRST TRUST ADVISORSLiterature” link, and go to the “Quarterly/Semi-Annual or Annual Reports” heading. In addition, the Funds will furnish, without charge, copies of their 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"(“First Trust Advisors” or the “Advisor”), ATat 120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400, WHEATON, ILLINOISWheaton, Illinois 60187, OR CALL TOLL-FREEor call toll-free (800) 988-5891.
YOU MAY CALL TOLL-FREE
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
PRESS RELEASE (A COPY OF WHICH WILL BE AVAILABLE ON EACH FUND'S WEBSITE AT
HTTPS://WWW.FTPORTFOLIOS.COM (GO TO NEWS & LITERATURE ON THE APPLICABLE FUND'S
WEBPAGE)) OR OTHERWISE IN A MANNER CONSISTENT WITH GUIDANCE ISSUED BY THE SEC OR
ITS STAFF.
for information on how to obtain directions to be able to attend the Meeting and vote in person.
In order that your Shares may be represented at the Meeting, you are requested to:
o
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VOTING
Voting
As described further in the proposal, for each Fund, 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 II Trustees of that Fund provided a quorum is present. Abstentions, withheld votes (as described below) and broker non-votes (i.e.(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), if any, will have no effect on the approval of the proposal.
With respect to each Fund, shareholders of record on the applicable 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. Using the enclosed proxy card, with respect to each specified nominee, a shareholder may authorize the named proxies to vote the Shares represented thereby for the election of such nominee or may indicate that authority to vote for the election of such nominee is withheld (a “withheld vote”). 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, or the vote withheld, 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, unless instructions to the contrary are marked thereon, a properly executed and returned proxy will be voted FOR the election of the specified nominees as the Class II 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 (i) attending the Meeting and voting his or
her Shares in person, or byperson; (ii) timely submitting a letterrevocation of revocationa prior proxy to (a) the applicable Fund’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or (b) if the Shares are held in “street name,” to the applicable broker-dealer; or (iii) timely submitting a later-dated proxy to the applicable Fund. With respect to each Fund, at its address above. Aa list of shareholders of record entitled to notice of the Meeting will be available at the Advisor'sAdvisor’s Wheaton, Illinois offices, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder during regular business hours beginning 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 copying, use or distribution of the information contained in the list. Shareholders will need to provide advance written notice to the applicable Fund to inspect the list of shareholders and will also 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 (as amended and restated on October 19,
2020,June 22, 2023, the "By-Laws"“By-Laws”), a quorum with respect to a matter 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 the matter. For each Fund, for the purposes of establishing whether a quorum is present with respect to the Meeting, all Shares present in person or by properly submitted proxy and entitled to vote, including abstentions, withheld votes 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),if any, shall be counted. For each Fund, the Meeting may be postponed prior to the Meeting with notice to shareholders entitled to vote at the Meeting. Further,In addition, for each Fund, the Meeting may, by action of the chair of the Meeting, be adjourned from time to time with respect to one or more matters, 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 with respect to such matter or matters. In
addition,Moreover, for each Fund, 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 the Meeting, including those that are represented by broker non-votes, if any, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or adjournments.
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OUTSTANDING SHARES ON THE RECORD DATE
Shares and Share Ownership
Shares Outstanding on the Applicable Record Date
On the applicable Record Date, each Fund had the following number of Shares outstanding:
| Fund | Ticker Symbol1 | Shares Outstanding |
| First Trust Enhanced Equity Income Fund | FFA | 19,988,085 |
| First Trust Intermediate Duration Preferred & | FPF | 60,847,827 |
| First Trust Mortgage Income Fund | FMY | 4,213,115 |
| 1 | The Shares of each of the Funds are listed on the New York Stock Exchange |
Share the shareholder owns and a proportionate fractional vote for
any fraction of a Share the shareholder owns. The By-Laws include provisions
pursuant to which, in summary, a shareholder who obtains beneficial ownership of
a Fund's Shares in a "Control Share Acquisition" (as defined) may exercise
voting rights with respect to such Shares only to the extent the authorization
of such voting rights is approved by other shareholders of the Fund. Based on
available information, a Fund may determine that a shareholder has obtained
beneficial ownership of such Fund's Shares in a Control Share Acquisition and
that, therefore, such Shares may not be voted at the Meeting. See "ADDITIONAL
INFORMATION --CONTROL SHARE ACQUISITIONS" below.
Ownership Over 5%
To the knowledge of the Board of Trustees of each Fund, as of the applicable Record Date, no single shareholder or "group"“group” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"“1934 Act”)) owned, beneficially ownedor of record, more than 5% of the Fund'sFund’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 a Fund or otherwise acknowledges the existence of control. If a party controls a Fund, such party 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 applicable Record Date and (2) reportsSchedule 13D and Schedule 13G statements (and amendments thereto) filed with the SECSecurities and Exchange Commission (“SEC”) by shareholders on the dates indicated in such filings. The Funds do not have any knowledge of the identity of the ultimate beneficiariesbeneficial owners of the Shares listed below. -4-
| Name and Address of Owner | Shares Owned | % Owned |
First Trust Enhanced Equity Income Fund: | ||
Wells Fargo Clearing Services, LLC 2801 Market Street St. Louis, MO 63103 | 4,314,808 Shares | 21.59% |
Morgan Stanley Smith Barney LLC (“MSSB”)1 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 2,756,979 Shares1 | 13.79%1 |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 2,641,670 Shares | 13.22% |
Charles Schwab & Co., Inc. Phoenix, AZ 85016 | 1,910,827 Shares | 9.56% |
| 1 | Information is based on a securities position listing report as of the applicable Record Date. In addition, on February 8, 2024, Morgan Stanley |
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| Name and Address of | Shares Owned | % of |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,346,444 Shares | 6.74% |
RBC Capital Markets, LLC 60 S. 6th Street – P09 Minneapolis, MN 55402 | 1,024,453 Shares | 5.13% |
First Trust Intermediate Duration Preferred & Income Fund: | ||
Morgan Stanley Smith Barney LLC (“MSSB”)2 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 20,988,832 Shares2 | 34.49%2 |
Wells Fargo Clearing Services, LLC 2801 Market Street St. Louis, MO 63103 | 4,952,649 Shares | 8.14% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 4,895,636 Shares | 8.05% |
Charles Schwab & Co., Inc. Phoenix, AZ 85016 | 4,545,709 Shares | 7.47% |
First Trust Mortgage Income Fund: | ||
Sit Investment Associates, Inc. Sit Fixed Income Advisors II, LLC3 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 | 2,274,727 Shares3 | 53.99%3 |
The Northern Trust Company 801 S. Canal Street Chicago, IL 60607 | 1,181,668 Shares | 28.05% |
Edward Jones 201 Progress Parkway Maryland Heights, MO 63043-3042 | 552,221 Shares | 13.11% |
Charles Schwab & Co., Inc. Phoenix, AZ 85016 | 341,039 Shares | 8.09% |
JPMorgan Chase Bank, National Association 500 Stanton Christiana Road, OPS 4 Floor 02 Newark, DE 19713 | 315,131 Shares | 7.48% |
1607 Capital Partners, 13 S. 13th Street, Suite 400 Richmond, VA 23219 | 311,226 Shares4 | 7.4%4 |
| 2 | Information is based on a securities position listing report as of the applicable Record Date. In addition, on February 9, 2024, Morgan Stanley and |
| 3 | Information is according to Amendment No. |
| 4 | Information is according to Amendment No. |
-5-
| Name and Address of Owner | Shares Owned | % Owned |
The Bank of New York Mellon 525 William Penn Place, Suite 153-0400 Pittsburgh, PA 15259 | 265,768 Shares | 6.31% |
Principal Bank 711 High Street Des Moines, IA 50392 | 234,003 Shares | 5.55% |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 221,242 Shares | 5.25% |
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Proposal: Election of Two (2) CLASSClass II TRUSTEES OF EACH FUND
TWOTrustees of Each Fund
Two (2) CLASSClass II TRUSTEES ARE TO BE ELECTED TO THE BOARD OF TRUSTEES OF EACH
FUND BY HOLDERS OF SHARES OF SUCH FUND. CURRENT TRUSTEES RICHARDTrustees are to be elected to the Board of Trustees of each Fund by holders of Shares of such Fund. Current Trustees Richard E. ERICKSON AND
THOMASErickson and Thomas R. KADLEC ARE THE NOMINEES FOR ELECTION AS THE CLASSKadlec are the nominees for election as the Class II TRUSTEES BY
SHAREHOLDERS OF EACH FUND FOR A THREE-YEAR TERM.
Trustees by shareholders of each Fund for a three-year term.
Each 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. Richard E. Erickson and Thomas R. Kadlec are currently the Class II Trustees of each 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 each Fund's 2024Fund’s 2027 annual meeting of shareholders. James A. Bowen, Niel B. Nielson, Bronwyn Wright, Denise M. Keefe and Robert F. Keith are current and continuing Trustees. Mr. Bowen, and Mr. Nielson and Ms. Wright are the Class III Trustees for a term expiring at each Fund's 2022Fund’s 2025 annual meeting of shareholders. Ms. Keefe and Mr. Keith isare the Class I TrusteeTrustees for a term expiring at each Fund's 2023Fund’s 2026 annual meeting of shareholders. Each Trustee will continue to serve until his or her successor is elected and qualified, or until he or she earlier resigns or is otherwise removed.
REQUIRED VOTE:
Required Vote: For each Fund, the nominees for election as the Class II 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, withheld votes with respect to one or both nominees and broker non-votes, if any, will have no effect on the approval of the 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 each nominee 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 a Fund'sFund’s Board of Trustees in accordance with the Fund'sFund’s procedures.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE
The Board of Trustees of Each Fund Unanimously Recommends that Shareholders Vote
FOR THE ELECTION OF EACH NOMINEE.
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MANAGEMENT
MANAGEMENT OF THE FUNDS
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Management
Management of the Funds
The general supervision of the duties performed for each Fund under its respective investment management agreement with the Advisor is the responsibility of that Fund'sFund’s Board of Trustees. The Trustees set broad policies for the Funds and choose the Funds'Funds’ officers. The following is a list of the Trustees and executive officers of each 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, each Fund has established a staggered Board of Trustees consisting of five (5)seven (7) 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'sTrustee’s term begins and ends depends on the Trustee'sTrustee’s designated class and when the Trustee'sTrustee’s successor is elected and qualified. James A. Bowen is deemed an "interested
person"“interested person” (as that term is defined in the Investment Company Act of 1940, as amended ("(“1940 Act"Act”)) ("(“Interested Trustee"Trustee”) of the Funds due to his position as Chief Executive Officer of the Advisor. Except for Mr. Bowen, each Trustee is not an "interested person"“interested person” (as that term is defined in the 1940 Act) and is therefore referred to as an "Independent“Independent Trustee."” The officers of the Funds serve indefinite terms.
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The following tables identify the Trustees and executive officers of the Funds. 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
| Name and Year of Birth | Position(s) Held with Funds | Term of Office1 and Year First Elected or Appointed 2 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in the First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 |
| Richard E. Erickson 1951 | Trustee | Class II Since Fund Inception | Retired; Physician, Edward-Elmhurst Medical Group (2021 to September 2023); Physician and Officer, Wheaton | 263 | None |
| Thomas R. Kadlec 1957 | Trustee | Class II Nominee Since Fund Inception | Retired; President, ADM Investor | 263 | Director, National Futures Association; formerly, Director of ADM |
| Denise M. Keefe 1964 | Trustee | Class I Since 2021 | Executive Vice President, Advocate Aurora Health, and | 263 | Director and Board Chair of Advocate Home Health Services, Advocate Home Care Products and Advocate Hospice; Director and Board Chair of Aurora At Home (since 2018); Director of Advocate Physician Partners Accountable Care Organization; Director of RML Long Term Acute Care Hospitals; Director of Senior Helpers (since 2021); and Director of MobileHelp (since 2022) |
| Robert F. Keith 1956 | Trustee | Class I Since 2006 | President, Hibs Enterprises | 263 | Formerly, Director of Trust |
| Niel B. Nielson 1954 | Trustee | Class III Since Fund Inception | Senior Advisor | 263 | None |
| Bronwyn Wright 1971 | Trustee | Class III Since 2023 | Independent Director to a number of Irish collective investment funds (2009 to present); Various roles at international affiliates of Citibank (1994 to 2009), including Managing Director, Citibank Europe plc and Head of Securities and Fund Services, Citi Ireland (2007 to 2009) | 239 | None |
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Interested Trustee
| Name and Year of Birth | Position(s) Held with Funds | Term of Office1 and Year First Elected or Appointed2 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in the First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 |
| James A. 1955 | Trustee and Chairman of the Board | Class III Since Fund Inception | Chief Executive Officer, | 263 | None |
Executive Officers
| Name and Year of Birth | Positions and Offices with Funds | Term of Office1 and Length of Service2 | Principal Occupation(s) During Past 5 |
| James M. Dykas 1966 | President and Chief Executive Officer | Indefinite Term Since 2016 | Managing Director and Chief Financial Officer, |
| Derek D. Maltbie 1972 | Treasurer, Chief Financial Officer and Chief Accounting Officer | Indefinite Term Since 2023 | Senior Vice President, |
| W. Scott Jardine 1960 | Secretary and Chief Legal Officer | Indefinite Term Since Fund Inception | General Counsel, First Trust Advisors L.P. and |
| Daniel J. Lindquist 1970 | Vice President | Indefinite Term Since 2005 | Managing Director, First Trust Advisors L.P. |
| Kristi A. Maher 1966 | Chief Compliance | Indefinite Term Chief Compliance | Deputy General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P. |
| 1 | Currently, Richard E. Erickson and Thomas R. Kadlec, as the Class II Trustees, are each serving a term for each of the Funds until the Meeting or until their respective successors are elected and qualified. James A. Bowen, |
| 2 | Except as otherwise provided below, all Trustees and executive officers were elected or appointed |
| 3 | Mr. Bowen is deemed an |
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Unitary Board Leadership Structure
Except in certain limited circumstances (as noted below) under which a Trustee is unable to sit on each Fund's Board of Trustees
and onall the boards of all otherthe funds in the First Trust Fund Complex (the "First(as defined below), each Trustee serves as a trustee of all open-end and closed-end funds in the First Trust Funds")Fund Complex (as defined below), which is known as a "unitary"“unitary” board leadership structure. Each Trustee (except as noted below) currently serves as a trustee of 13 closed-end funds advised by First Trust Advisors (including the Funds); First Trust Series Fund, an open-end management investment company with four portfolios advised by First Trust Advisors; First Trust Variable Insurance Trust, an open-end management investment company with seven 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® Fund and First Trust Exchange-Traded AlphaDEX® Fund II, exchange-traded funds with, in the aggregate, 239 portfolios (each such portfolio, an “ETF” and each such exchange-traded fund, an “ETF Trust”) advised by First Trust Advisors (each a “First Trust Fund” and collectively, the “First Trust Fund Complex”). Ms. Wright also serves as director of First Trust Global Funds, a public limited company established in Ireland and an open-end umbrella fund representing 29 exchange-traded funds and one mutual fund, and advised by First Trust Advisors (the “First Trust UCITS”). In addition, Ms. Wright had previously served on the board of directors of First Trust Global Portfolios Management Limited, the manager to the First Trust UCITS and an affiliate of First Trust Advisors, but resigned such position effective March 6, 2023. Except as noted above, 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. Ms. Wright does not serve as a Trustee of First Trust Exchange-Traded Fund (“FTETF”).
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, many of the First Trust Funds, in addition to sharing the same advisor, share many other service providers in their administration, resulting in an overlap of oversight obligations. Because of the similar and often overlapping issues facing the -15-
"Board"“Board” and, where appropriate in context, the term "Board" “Board” may also be used to refer to the Board of Trustees of a particular Fund) 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.
Including the Funds, the First Trust Fund Complex includes: 16 closed-end
funds advised by First Trust Advisors; First Trust Series Fund, an open-end
management investment company with three portfolios advised by First Trust
Advisors; First Trust Variable Insurance Trust, an open-end management
investment company with five 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, 171 portfolios (each such
portfolio, an "ETF" and each such exchange-traded fund, an "ETF Trust") advised
by First Trust Advisors.
Annually, the Board reviews its governance structure and the committee structures, their performance and functions, and it reviews any processes that would enhance Board governance over the First Trust Funds'Funds’ 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 foursix Independent Trustees and one Interested Trustee. The Interested Trustee serves as the Chairman of the Board. An individual who is not a Trustee serves as President and Chief Executive Officer of the First Trust Funds.
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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) chairing 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'Funds’ 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-yearfor such term as approved by the Independent Trustees or until his or her successor is selected. Niel B. NielsonRobert F. Keith currently serves as the Lead Independent Trustee.
In addition, effective March 12, 2024, the Independent Trustees may select one Independent Trustee to serve as a Vice Lead Independent Trustee for such term as approved by the Independent Trustees or until his or her successor is selected. The Vice Lead Independent Trustee assists the Lead Independent Trustee in the performance of his or her responsibilities and, in the absence of the Lead Independent Trustee, may act in the place of the Lead Independent Trustee. The Vice Lead Independent Trustee is also responsible for any other duties that the Independent Trustees may delegate to him or her. Thomas R. Kadlec was appointed to serve as the Vice Lead Independent Trustee, effective March 12, 2024.
The Board has established five 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'Funds’ 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 Dividend Committee). Generally, the Board acts by majority vote of all the Trustees, except where a different vote is required by applicable law.
The 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, the Valuation Committee or the Dividend Committee, or
as Lead Independent Trustee. The Lead Independent Trustee and the immediately
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preceding Lead Independent Trustee also serve on the Executive Committee with
the Interested Trustee.
The five standing committees of the Board are: the Executive Committee, (formerly known also as the Dividend and Pricing Committee), the Dividend Committee, (established in October 2020), the Nominating and Governance Committee, the Valuation Committee and the Audit Committee. The Dividend Committee, the Nominating and Governance Committee, the Valuation Committee and the Audit Committee each have a Chair and, since March 12, 2024, the Audit Committee has had a Vice Chair. The Committee Chairs, the Audit Committee Vice Chair, the Lead Independent Trustee and the Vice Lead Independent Trustee rotate periodically in serving in such capacities. The next rotation is currently scheduled to be effective January 1, 2026. In addition, the Lead Independent Trustee and the Vice Lead Independent Trustee currently serve on the Executive Committee with the Interested Trustee.
Below is additional information about the Board’s standing committees.
Executive 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 to the extent permitted by each Fund'sFund’s Declaration of Trust and By-Laws. The members of the Executive Committee of a Fund are 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. Prior to October 19, 2020, such Committee was also responsible for
the declaration and setting of dividends. Mr. Nielson, Mr. Bowen, Mr. Keith and Dr.
EricksonMr. Kadlec are members of the Executive Committee. The number of meetings ofDuring each Fund’s last fiscal year, the Executive Committee held for each Fund during its last fiscal year is shown on
Schedule 1 hereto.
did not hold any meetings.
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Dividend Committee. The Dividend Committee of each Fund was established on
October 19, 2020. The Dividend Committee is responsible for assisting the Board in, or assuming the authority and power of the Board with respect to, the declaration and setting of distributions on the applicable Fund'sFund’s Shares. Dr.
EricksonMr. Keith and Mr. NielsonKadlec are members of the Dividend Committee. During each Fund'sFund’s last fiscal year, the Dividend Committee did not hold any meetings.
Nominating and Governance Committee. The Nominating and Governance Committee of each Fund is responsible for appointing and nominating persons to the Board of that Fund. Messrs.Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith, Mr. Nielson and NielsonMs. Wright are members of the Nominating and Governance Committee, and each is an Independent Trustee who is also an "independent director"“independent director” within the meaning of the listing rules of the primary national securities exchange on which the Funds'Funds’ 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'Funds’ website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund'sFund’s webpage). In 2014, theThe Board has adopted a mandatory retirement age of 75 for Independent Trustees, beyond which age Independent 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.
If there is no current or anticipated vacancy on the Board of a Fund, the Nominating and Governance Committee will not actively seek recommendations for nominations from other parties, including shareholders of the Fund. When a vacancy on the Board of a 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. In addition, 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 a 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. Under no circumstances will the Nominating and Governance Committee evaluate nominees recommended by a shareholder of a Fund on a basis substantially different from that used for other nominees for the same election or appointment of Trustees. However, the Nominating and Governance Committee reserves the right to make the final selection of any Trustee nominees and is not required to take action with respect to any recommendations that may be -17-
"Qualification Requirements"“Qualification Requirements”) unless a majority of the Trustees then in office determine that failure to satisfy a particular Qualification Requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Advisor and the Trustees. Reference is made to the By-Laws for more details about the Qualification Requirements. (For information regarding shareholder proposals, including proposals to make a nomination for election to a Fund'sFund’s Board, see "ADDITIONAL INFORMATION -
SHAREHOLDER PROPOSALS" “Additional Information – Shareholder Proposals” below.)
The number of meetings of the Nominating and Governance Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.
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Valuation Committee. The Valuation Committee of each Fund is responsible for overseeing the oversightactivities of the valuation procedures of that Fund (the "Valuation
Procedures"), for determiningAdvisor as the “Valuation Designee” in performing the fair value of that Fund'sdeterminations relating to the Funds’ securities orand other assetsinvestments pursuant to Rule 2a-5 under certain circumstances as described in the Valuation Procedures,1940 Act. Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith, Mr. Nielson and for evaluating the performance of any pricing service for that Fund. Messrs.
Erickson, Kadlec, Keith and NielsonMs. Wright are members of the Valuation Committee. The number of meetings of the Valuation Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.
Audit Committee. The Audit Committee of each Fund is responsible for overseeing that Fund'sFund’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 available on the Funds'Funds’ website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund'sFund’s webpage). Messrs.Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith, Mr. Nielson and Nielson,Ms. Wright, all of whom are "independent directors"“independent directors” within the meaning of the listing rules of the primary national securities exchange on which the Funds'Funds’ shares are listed for trading, serve on the Audit Committee. Messrs.Mr. Kadlec and Mr. Keith have each been determined to qualify as an "Audit“Audit Committee Financial Expert"Expert” as such term is defined in Form N-CSR. The number of meetings of the Audit Committee held for each Fund during its last fiscal year is shown in Schedule 1 hereto.
In carrying out its responsibilities, as described below under "INDEPENDENT AUDITORS' FEES--Pre-Approval,"“Independent Auditors’ Fees — Pre-Approval,” the Audit Committee pre-approves all audit services and permitted non-audit services for each Fund (including the fees and terms thereof) and non-audit services to be performed for the Advisor by Deloitte & Touche LLP ("(“Deloitte & Touche"Touche”), the Funds'Funds’ independent registered public accounting firm ("(“independent auditors"auditors”), if the engagement relates directly to the operations and financial reporting of the Funds.
During each Fund'sFund’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 that were held during the Fund's last
fiscal year. With respect to First Trust Energy Income and Growth Fund, First
Trust MLP and Energy Income Fund and First Trust New Opportunities MLP & Energy
Fund, during each such Fund's last fiscal year, Mr. Bowen attended at least 75%
ofperiod for which the aggregate number of meetings of the Board and of the Dividend and Pricing
Committee (the only committee on which he served). With respect to the regular
and special Board meetings of the Funds other than such Funds, Mr. Bowen
attended (a) approximately 77% (10 out of 13 meetings) for First Trust/Aberdeen
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Global Opportunity Income Fund and (b) at least 90% (10 out of 10 meetings or 10
out of 11 meetings,Trustee served as applicable) for each of the remaining Funds. With respect
to the Dividend and Pricing Committee meetings of the Funds other than First
Trust Energy Income and Growth Fund, First Trust MLP and Energy Income Fund and
First Trust New Opportunities MLP & Energy Fund, Mr. Bowen attended (a) 10% (1
out of 10 meetings) for each of First Trust Mortgage Income Fund and First Trust
Intermediate Duration Preferred & Income Fund and (b) no meetings for each of
the remaining Funds. With respect to each Fund, 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. As indicated above, on October 19, 2020, the Funds' Dividend
Committee was established. The Funds' Executive Committee remains in place, but
is no longer known as the Dividend and Pricing Committee. Mr. Bowen is currently
a member of the Executive Committee, but not a member of the Dividend Committee.
RISK OVERSIGHT
Trustee.
Risk Oversight
As part of the general oversight of each Fund, the Board is involved in the risk oversight of the Funds. The Board has adopted and periodically reviews policies and procedures designed to address the Funds'Funds’ risks. Oversight of investment and compliance risk, including oversight of sub-advisors, is performed primarily at the Board level in conjunction with the Advisor'sAdvisor’s advisory oversight group and the Funds'Funds’ Chief Compliance Officer ("CCO"(“CCO”). Oversight of other risks also occurs at the committee level. The Advisor'sAdvisor’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. The Board reviews reports on the Funds'Funds’ and the service providers'providers’ compliance policies and procedures at each quarterly Board meeting and receives an annual report from the CCO regarding the operations of the Funds'Funds’ and the service providers'providers’ compliance programs. In addition, the Independent Trustees meet privately each quarter with the CCO. The Audit Committee reviews, with the Advisor and the Funds'Funds’ independent auditors, the Funds’ major financial risk exposures and the steps the Advisor has taken to monitor and control these exposures, including the Funds'Funds’ 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. The Valuation Committee monitors each Fund’s valuation risk and compliance with the Funds' Valuation Procedures and oversees the pricing services and actions by the Advisor's Pricing Committee with respect to
the valuation of portfolio securities.
Advisor’s performance as Valuation Designee.
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Not all risks that may affect the Funds 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 Funds or the Advisor or other service providers. For instance, as the use of Internet technology has become more prevalent, the Funds and their service providers have become more susceptible to potential operational risks through breaches in cyber security (generally, intentional and unintentional events that may cause a 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, their service providers, or issuers of the securities in which the Funds invest to reduce cyber security risks will succeed, and the Funds cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Funds and/or their shareholders. Moreover, it is necessary to bear certain risks (such as investment related risks) to achieve a Fund'sFund’s goals. As a result of the foregoing and other factors, the Funds'Funds’ ability to manage risk is subject to substantial limitations.
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BOARD DIVERSIFICATION AND TRUSTEE QUALIFICATIONS
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, 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 principal service providers, including any affiliates of these entities, andentities. In addition, as indicated above, the Qualification Requirements are set forth in the By-Laws.
Listed below for each nominee 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 each nominee and each continuing Trustee should serve as a trustee. In addition, each nominee and continuing
Trustee meets the applicable Qualification Requirements set forth in the
By-Laws.
NOMINEES
--------
Trustee.
Nominees
Independent Trustees
Richard E. Erickson, M.D., iswas previously an orthopedic surgeon. He also has beensurgeon with Edward-Elmhurst Medical Group from 2021 to September 2023. Prior thereto, he was President of Wheaton Orthopedics (from 1990 to 2021), 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 each 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 and 2017 -
present)– 2022), Chairman of the Nominating and Governance Committee (2003 -– 2007 and 2014 -– 2016), Chairman of the Valuation Committee (June 2006 -– 2007, 2010 – 2011 and 2010 -
2011)2020 – 2022) and Chairman of the Audit Committee (2012 -– 2013) of the First Trust Funds. He currently serves as Chairman of the ValuationAudit Committee (since January 1, 2020)2023) of the First Trust Funds.
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Thomas R. Kadlec iswas previously President of ADM Investor Services Inc. ("ADMIS"(“ADMIS”), a futures commission merchant and wholly-owned subsidiary of the Archer Daniels Midland Company ("ADM"(“ADM”). from 2010 to July 2022. Mr. Kadlec has beenwas employed by ADMIS and its affiliates since 1990 in various accounting, financial, operations and risk management capacities. Mr. Kadlec servesserved on the boards of several international affiliates of ADMIS until July 2022 and served as a member of ADM'sADM’s Integrated Risk Committee from 2008 -– 2018, which was tasked with the duty of implementing and communicating enterprise-wide risk management. InFrom 2014 to 2022, Mr. Kadlec was elected
toon 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 each 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 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 2014 -– 2016). He also served as Chairman of the Valuation Committee (2008 -– 2009 and 2017 -– 2019), Chairman of the Audit Committee (2010 - 2011)– 2011 and 2020 – 2022) and Chairman of the Nominating and Governance Committee (2012 -– 2013) of the First Trust Funds. He currently serves as Vice Lead Independent Trustee (since March 12, 2024), on the Executive Committee (since March 12, 2024), on the Dividend Committee (since March 12, 2024) and as Chairman of the AuditNominating and Governance Committee (since January 1, 2020)2023) of the First Trust Funds.
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CONTINUING TRUSTEES
-------------------
Continuing Trustees
Independent Trustees
Denise M. Keefe is Executive Vice President of Advocate Aurora Health and President of Advocate Aurora Continuing Health Division (together, “Advocate”), one of the largest integrated healthcare systems in the U.S. serving Illinois and Wisconsin. Ms. Keefe has been employed by Advocate since 1993 and is responsible for the Continuing Health Division’s strategic direction, fiscal management, business development, revenue enhancement, operational efficiencies, and human resource management of 4,000 employees. Ms. Keefe also currently serves on the boards of several organizations within the Advocate Aurora Continuing Health Division and other health care organizations, including RML Long Term Acute Care Hospitals (since 2014) and Senior Helpers (since 2021). Prior thereto, Ms. Keefe was Corporate Vice President, Marketing and Business Development for the Visiting Nurse Association of Chicago (1989 – 1992) and a former Board Member of Sherman West Court Skilled Nursing Facility. Ms. Keefe has served as a Trustee of the First Trust Funds and on the Audit Committee, Nominating and Governance Committee and Valuation Committee of the First Trust Funds since November 1, 2021. In addition, she currently serves as Audit Committee Vice Chair (since March 12, 2024) of the First Trust Funds.
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,overseas; five years as President and COO of ServiceMaster Management Services Company,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'sServiceMaster’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 since June 2006. Mr. Keith has also served as Chairman of the Audit Committee (2008 -– 2009 and 2017 -– 2019), Chairman of the Nominating and Governance Committee (2010 - 2011)– 2011 and 2020 – 2022), 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 (2012 -– 2016) of the First Trust Funds. He currently serves as Lead Independent Trustee, Chairman of the NominatingDividend Committee and Governanceon the Executive Committee (since(each since January 1, 2020)2023) of the First Trust Funds.
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Niel B. Nielson, Ph.D., has been the Senior Advisor of Pelita Harapan Educational Foundation, a global provider of educational products and services, since 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 asthe 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 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"(“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 each 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 and 2017 -– 2019), Chairman of the Dividend Committee (2020 – 2022), and Lead Independent Trustee (2010 – 2011 and 2020 – 2022) of the First Trust Funds. Further, he has served as a member of the Executive Committee (2010 - 2011)– 2011 and January 1, 2020 – March 12, 2024) and the Dividend Committee (October 19, 2020 – March 12, 2024) of the First Trust Funds. He currently serves as Lead Independent Trustee and onChairman of the ExecutiveValuation Committee (since January 1, 2020) and as Chairman of the Dividend Committee (since October
19, 2020)2023) of the First Trust Funds.
Bronwyn Wright has acted as an independent director to a number of Irish collective investment funds since 2009. Ms. Wright is a former Managing Director of Citibank Europe plc and Head of Securities and Fund Services for Citi Ireland. In these positions, she was responsible for the management and strategic direction of Citi Ireland’s securities and fund services business which included funds, custody, security finance/lending and global agency and trust. She also had responsibility for leading, managing and growing the Trustee, Custodian and Depositary business in Ireland, the United Kingdom, Luxembourg, Jersey and Cayman. Ms. Wright has served as a Trustee of the First Trust Funds (other than FTETF) and on the Audit Committee, Nominating and Governance Committee and Valuation Committee of such First Trust Funds since September 10, 2023.
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 3740 years of experience in the investment company business in sales, sales management and executive management. Mr. Bowen has served as a Trustee of each Fund since its inception and of the First Trust Funds since 1999.
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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.
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Other Information
Executive Officers
The executive officers of each Fund hold the same positions with each fund in the First Trust Fund Complex (representing 195263 portfolios) as they hold with the Funds.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY TRUSTEES AND EXECUTIVE
OFFICERS
Beneficial Ownership of Shares Held in the Funds by Trustees and Executive Officers
The following table sets forth the dollar range and number of equity securities beneficially owned by the Trustees in each 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, as of December 31, 2020:
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| Interested Trustee | Independent Trustees | ||||||
| Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Denise M. Keefe | Robert F. Keith | Niel B. Nielson | Bronwyn Wright1 |
| First Trust Enhanced Equity Income Fund | $50,001-$100,000 (4,003 Shares) | $1-$10,000 (513 Shares) | $10,001-$50,000 (1,135 Shares) | $10,001-$50,000 (2,007 Shares) | $0 (0 Shares) | $10,001-$50,000 (815 Shares) | $0 (0 Shares) |
| First Trust Intermediate Duration Preferred & | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (1,330 Shares) | $0 (0 Shares) | $1-$10,000 (512 Shares) | $0 (0 Shares) | $0 |
| First Trust Mortgage Income Fund | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (805 Shares) | $0 (0 Shares) | $0 (0 Shares) | $1-$10,000 (764 Shares) | $0 (0 Shares) |
| Aggregate Dollar Range of Equity Securities in All Registered Investment Companies in the First Trust Fund Complex Overseen by Trustee | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | None |
1 Ms. Wright was appointed to the Board of Trustees of the First Trust Funds (other than FTETF) effective September 10, 2023.
Under the Qualification Requirements described above, Trustees are required to agree to maintain an investment in the investment companies advised by the Advisor consistent with any applicable policy of the Board. In this regard, the Independent Trustees have adopted a policy that establishes the expectation that, within three years of becoming an Independent Trustee, the Independent Trustee will have invested an amount in the funds in the First Trust Fund Complex he or she oversees in the aggregate of at least one year'syear’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'sTrustee’s personal investment needs.
As of December 31, 2020,2023, 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 any Fund or any person, other than a registered investment company, directly or indirectly controlling, controlled by, or under common control with First Trust
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As of December 31, 2020,2023, the Trustees and executive officers of each Fund as a group beneficially owned the following number of Shares of each Fund, which is less than 1% of each Fund'sFund’s Shares outstanding:
| Fund | Shares Owned |
| First Trust Enhanced Equity Income Fund | 8,473 |
| First Trust Intermediate Duration Preferred & | 1,842 |
| First Trust Mortgage Income Fund | 1,569 |
Compensation
Effective January 1, 2020,2023, the fixed annual retainer paid to the Independent Trustees is $255,000was $275,000 per year and an annual per fund fee of $2,500 for each closed-end fund and actively managed fund, $750 for each definedtarget outcome fund and $250 for each index fund. Effective January 1, 2024, the fixed annual retainer paid to the Independent Trustees is $285,000 per year and an annual per fund fee of $7,500 for each closed-end fund, $2,000 for each actively managed fund, $750 for each target outcome fund and $500 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 ChairmenVice Lead Independent Trustee is paid up to $25,000 annually (effective March 12, 2024), the Chair of the Audit Committee oris paid $25,000 annually, the Chair of the Valuation Committee are eachis paid $20,000 annually, and the ChairmanChair of the Nominating and Governance Committee is paid $10,000$20,000 annually and the Vice Chair of the Audit Committee is paid $15,000 annually (effective March 12, 2024) 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 funds in the First Trust Fund Complex for travel and out-of-pocket expenses incurred in connection with all meetings. Each Committee Chairman andChair, the Audit Committee Vice Chair, the Lead Independent Trustee and the Vice Lead Independent Trustee rotate every three years.
in accordance with the rotation periods established by the Board.
The number of Board meetings held by each Fund during its last fiscal year is shown in Schedule 1 hereto.
The aggregate fees and expenses paid to all Trustees by each Fund for its last fiscal year (including reimbursement for travel and out-of-pocket expenses) amounted to the following:
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| Fund | Aggregate Fees and Expenses Paid |
| First Trust Enhanced Equity Income Fund | $20,422 |
| First Trust Intermediate Duration Preferred & | $20,038 |
| First Trust Mortgage Income Fund | $19,367 |
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The following table sets forth certain information regarding the compensation of each Fund'sFund’s Trustees (including reimbursement for travel and out-of-pocket expenses) for each Fund'sFund’s most recently completed fiscal year. The Funds have no retirement or pension plans. The executive officers and the Interested Trustee of each Fund receive no compensation from the Funds for serving in such capacities.
Trustee Compensation
| Interested Trustee | Independent Trustees | ||||||
| Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Denise M. Keefe | Robert F. Keith | Niel B. Nielson | Bronwyn Wright4 |
| First Trust Enhanced Equity Income Fund1 | $0 | $3,725 | $3,713 | $3,664 | $3,737 | $3,713 | $1,871 |
| First Trust Intermediate Duration Preferred & Income Fund2 | $0 | $3,861 | $3,833 | $3,678 | $3,869 | $3,853 | $943 |
| First Trust Mortgage Income Fund2 | $0 | $3,687 | $3,685 | $3,678 | $3,687 | $3,686 | $943 |
| Total Compensation for Serving the First Trust Fund Complex3 | $0 | $575,698 | $570,691 | $550,664 | $580,705 | $570,691 | $274,250 |
| 1 | For fiscal year ended December 31, |
| 2 | For fiscal year ended October 31, |
| 3 | For the calendar year ended December 31, |
| 4 | Ms. Wright was appointed to the Board of Trustees of the First Trust Funds (other than FTETF) effective September 10, 2023. |
Attendance at Annual Meetings of Shareholders
Each Fund'sFund’s 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'Funds’ Nominating and Governance Committee Charter, which is available on each Fund'sFund’s website located at https://www.ftportfolios.com (go to News & Literature on the applicable Fund'sFund’s webpage). In addition, for each Fund, the attendance of the Board of Trustees at last year'syear’s annual shareholder meeting is available on such Fund'sFund’s website located at https://www.ftportfolios.com.www.ftportfolios.com. To find the Board of Trustees'Trustees’ attendance, select your Fund under the "Closed-End Funds"“Closed-End Funds” tab, select the "News“News & Literature"Literature” link, and go to the "Shareholder“Shareholder Updates and Information"Information” heading.
AUDIT COMMITTEE REPORT
Audit Committee Report
The role of the Audit Committee is to assist the Board of Trustees in its oversight of the Funds'Funds’ accounting and financial reporting process. The Audit Committee operates pursuant to a charter (the "Charter"“Charter”) that was most recently reviewed by the Board of Trustees on December 7, 2020,11, 2023, a copy of which is available on each Fund'sFund’s website located at https://www.ftportfolios.com (go to News & Literature on the Fund'sFund’s webpage). As set forth in the Charter, management of the Funds has the primary responsibility for establishing and maintaining systems for accounting, reporting, disclosure and internal controls. The Funds'Funds’ independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls.
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In performing its oversight function, the Audit Committee reviewed and discussed with management and the independent auditors, Deloitte & Touche LLP, the audited financial statements of the First Trust Mortgage Income Fund, the
First Trust MLP and Energy Income Fund, the First Trust Intermediate Duration Preferred & Income Fund and the First Trust New Opportunities MLP & EnergyMortgage Income Fund for the fiscal year ended October 31, 20202023 at a meeting held on December 17,
2020; the Macquarie/First Trust Global Infrastructure/Utilities Dividend &
Income Fund, the First Trust Energy Income and Growth Fund, the First Trust
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Specialty Finance and Financial Opportunities Fund21, 2023; and the First Trust Energy
Infrastructure Fund for the fiscal year ended November 30, 2020 at a meeting
held on January 14, 2021; and the First Trust Enhanced Equity Income Fund, the
First Trust/Aberdeen Emerging Opportunity Fund, the First Trust/Aberdeen Global
Opportunity Income Fund and the First Trust Dynamic Europe Equity Income Fund for the fiscal year ended December 31, 20202023 at a meeting held on February 18,
2021,22, 2024, and discussed the audits of such financial statements with the independent auditors and management.
In addition, the Audit Committee discussed with the independent auditors the accounting principles applied by the Funds and such other matters brought to the attention of the Audit Committee by the independent auditors as required by the Public Company Accounting Oversight Board ("PCAOB"(“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, and discussed the impact that any such relationships may have on the objectivity and independence of the independent auditors.
The members of the Funds'Funds’ Audit Committee are not full-time employees of the Funds 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"“field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Funds'Funds’ Audit Committee necessarily rely on the information provided to them by Fund management and the independent auditors. Accordingly, the Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the Funds'Funds’ 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."
“independent.”
Based on its consideration of the Funds'Funds’ 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 each Fund'sFund’s audited financial statements in each Fund'sFund’s Annual Report to Shareholders for the years ended October 31, November 302023 and December 31, 2020,2023, respectively.
Submitted by the Audit Committee of the Funds:
Richard E. Erickson
Thomas R. Kadlec
Denise M. Keefe
Robert F. Keith
Richard E. Erickson
Niel B. Nielson
INDEPENDENT AUDITORS' FEES
Bronwyn Wright
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Independent Auditors’ Fees
Deloitte & Touche has been selected to serve as the independent auditors for each Fund for its current fiscal year, and acted as the independent auditors for each Fund for its most recently completed fiscal year. Deloitte & Touche has advised the Funds that, to the best of its knowledge and belief, Deloitte & Touche professionals did not have any direct or material indirect ownership interest in the Funds 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, each Fund is not seeking shareholder ratification of the selection of Deloitte & Touche as independent auditors.
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Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Funds, Deloitte & Touche has billed each Fund and the Advisor for the fees set forth below. With respect to First Trust Intermediate Duration Preferred & Income Fund, fees billed for services to Stonebridge Advisors LLC ("Stonebridge"(“Stonebridge”), such Fund'sFund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.
| Audit Fees3 | Audit-Related Fees | Tax Fees | All Other Fees | |||||
| Fees Billed To: | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 |
First Trust Enhanced Equity Income Fund1 Advisor | $40,000 N/A | $40,000 N/A | $0 $0 | $0 $0 | $16,2504 $0 | $21,0944 $0 | $0 $0 | $0 $0 |
First Trust Intermediate Duration Preferred & Income Fund2 Advisor Sub-Advisor | $30,000 N/A N/A | $30,000 N/A N/A | $0 $0 $0 | $0 $0 $0 | $14,0004 $0 $0 | $21,2114 $0 $0 | $0 $0 $0 | $0 $0 $0 |
First Trust Mortgage Income Fund2 Advisor | $47,000 N/A | $47,000 N/A | $0 $0 | $0 $0 | $28,7625 $0 | $33,1205 $0 | $0 $0 | $0 $0 |
| 1 | These fees were for the fiscal years ended December 31. |
| 2 | These fees were for the fiscal years ended October 31. |
| 3 | These fees were the aggregate fees billed for professional services for the audit of the |
| 4 | These fees were for tax consultation and/or tax return preparation |
| 5 | These fees were for |
Non-Audit Fees
During each of the last two fiscal years of the Funds, Deloitte & Touche has billed each Fund and the Advisor for the non-audit fees listed below for services provided to the entities indicated. With respect to First Trust Intermediate Duration Preferred & Income Fund, non-audit fees billed for services provided to Stonebridge, such Fund'sFund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.
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Aggregate Non-Audit Fees
| Fees Billed To: | 2022 | 2023 |
| First Trust Enhanced Equity Income Fund1 | ||
| Fund | $16,250 | $21,094 |
| Advisor | $0 | $44,000 |
| First Trust Intermediate Duration Preferred & Income Fund2 | ||
| Fund | $14,000 | $21,211 |
| Advisor | $0 | $44,000 |
| Sub-Advisor | $0 | $16,000 |
| First Trust Mortgage Income Fund2 | ||
| Fund | $28,762 | $33,120 |
| Advisor | $0 | $44,000 |
1 These fees were for the fiscal years ended December 31.
2 These fees were for the fiscal years ended October 31.
Pre-Approval
Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee of each 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 each Fund by its independent auditors. The ChairmanChair or Vice Chair 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'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 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. 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'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 each 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'saccountant’s independence.
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ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
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Additional Information
Shareholder Proposals
Shareholder Proposals for Inclusion in a Fund'sFund’s Proxy Statement. To be considered for presentation at the 20222025 annual meeting of shareholders of a Fund and included in the Fund'sFund’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"14a-8”) and must be received at the principal executive offices of the applicable Fund not later than November 22, 2021.29, 2024. However, timely submission of a proposal does not mean that such proposal will be included in a Fund'sFund’s proxy statement.
Other Shareholder Proposals. In addition to any requirements under applicable law (including without limitation the proxy rules under the 1934 Act) and the applicable Declaration of Trust, under the Funds'Funds’ By-Laws, any proposal to elect any person nominated by a shareholder for election as Trustee and any other proposal by a shareholder may only be brought before an annual meeting of a Fund if, among other requirements, the proposing shareholder would be entitled to vote on the proposal and timely written notice (the "Shareholder Notice"“Shareholder Notice”) is provided to the Secretary of the Fund. In accordance with the advance notice provisions included in the Funds'Funds’ 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 applicable Fund'sFund’s principal executive offices, Attn: W. Scott Jardine, Secretary, not less than one hundred and five (105) days nor more than one hundred and twenty (120) days prior to the first anniversary date of the date the Fund'sFund’s proxy statement was released to shareholders for the preceding year'syear’s annual meeting. However, if and only if an 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“Other Annual Meeting Date"Date”), such Shareholder Notice must be given as described above not more than one hundred and twenty (120) days prior to such Other Annual Meeting Date and not less than the close of business on the later of (i) the date one hundred and five (105) 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. In order for a shareholder to properly propose a nominee for election to the Board of Trustees of a Fund or to propose business outside of Rule 14a-8, in addition to complying with the advance notice provisions, (described in the
preceding paragraph), the shareholder must also comply with all other relevant provisions set forth in the By-Laws. Copies of the By-Laws can be found in the Current Report on Form 8-K filed by each Fund with the SEC on October 20, 2020,June 23, 2023, which is available at www.sec.gov, and may also be obtained by writing to the Secretary of the applicable Fund at such Fund'sFund’s principal executive offices. ANY
SHAREHOLDER OF A FUND CONSIDERING MAKING A NOMINATION OR SUBMITTING ANY OTHER
PROPOSAL SHOULD CAREFULLY REVIEW THE BY-LAWS.
Any shareholder of a Fund considering making a nomination or submitting any other proposal should carefully review the By-Laws.
In addition, the By-Laws provide that, unless required by applicable law, no matter 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.
CONTROL SHARE ACQUISITIONS
The By-Laws include provisions (referred to as the "Control Share
Provisions") pursuant to which, in summary, a shareholder who obtains beneficial
ownership of a Fund's Shares in a "Control Share Acquisition" (as defined below)
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may exercise voting rights with respect to such Shares only to the extent the
authorization of such voting rights is approved by other shareholders of the
Fund. Subject to various exceptions and conditions, the By-Laws define a
"Control Share Acquisition" generally to include an acquisition of Shares that,
but for the Control Share Provisions, would give the beneficial owner upon the
acquisition of such Shares the ability to exercise voting power in the election
of Trustees of a Fund in any of the following ranges: (i) one-tenth or more, but
less than one-fifth of all voting power; (ii) one-fifth or more, but less than
one-third of all voting power; (iii) one-third or more, but less than a majority
of all voting power; or (iv) a majority or more of all voting power. Share
acquisitions that occurred prior to October 19, 2020 (the adoption date of the
By-Laws) are excluded from the definition of Control Share Acquisition. However,
such Shares are included in assessing whether any subsequent acquisition of
Shares exceeds the above thresholds. Subject to various conditions and
procedural requirements set forth in the Control Share Provisions, including the
delivery of a "Control Share Acquisition Statement" to the applicable Fund
setting forth certain required information, a shareholder who obtains or
proposes to obtain beneficial ownership of Shares in a Control Share Acquisition
may demand a special meeting of shareholders of the Fund for the purpose of
considering whether to approve the authorization of voting rights of such
shareholder with respect to such Shares. THE FOREGOING DESCRIPTION OF THE
CONTROL SHARE PROVISIONS IS NOT COMPLETE, AND A SHAREHOLDER SEEKING TO ACQUIRE
SHARES OF A FUND IN A CONTROL SHARE ACQUISITION SHOULD CAREFULLY REVIEW THE
BY-LAWS (COPIES OF WHICH ARE AVAILABLE AS INDICATED ABOVE).
SHAREHOLDER COMMUNICATIONS
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Shareholder Communications
Shareholders of a 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 indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the ChairmanChair 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, SUB-ADVISORS, ADMINISTRATORS AND TRANSFER AGENTS
Investment Advisor, Sub-Advisors, Administrators and Transfer Agent
First Trust Advisors L.P. (previously defined as “First Trust Advisors”), 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, serves as each Fund'sFund’s investment advisor. First Trust Advisors is also responsible for providing certain clerical, bookkeeping and other administrative services to each Fund and also provides fund reporting services to each Fund for a flat annual fee. Delaware Investments Fund Advisers, 100
Independence, 610 Market Street, Philadelphia, Pennsylvania 19106-2354 serves as
the investment sub-advisor to Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund. Energy IncomeAdvisors is a limited partnership with one limited partner, Grace Partners LLC, 10
Wright Street, Westport, Connecticut 06880, serves asof 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 investment sub-advisor
toChief Executive Officer of First Trust Energy IncomeAdvisors and Growth Fund, First Trust Energy Infrastructure
Fund, First Trust MLP and Energy Income Fund and First Trust New Opportunities
MLP & Energythe sole Interested Trustee of each Fund. An affiliate of the Advisor owns an interest in Energy Income
Partners, LLC.
Chartwell Investment Partners, LLC, 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312, serves as the investment sub-advisor to First Trust Enhanced Equity Income Fund. Aberdeen Standard Investments Inc., 1900
Market Street, Suite 200, Philadelphia, Pennsylvania 19103, serves as the
investment sub-advisor to First Trust/Aberdeen Global Opportunity Income Fund
and First Trust/Aberdeen Emerging Opportunity Fund. Confluence Investment
Management LLC, 20 Allen Avenue, Suite 300, St. Louis, Missouri 63119, serves as
the investment sub-advisor to First Trust Specialty Finance and Financial
Opportunities Fund. Stonebridge Advisors LLC (previously defined as “Stonebridge”), 10 Westport Road, Suite C101, Wilton, Connecticut 06897, serves as the investment sub-advisor to First Trust -32-
Stonebridge Advisors LLC. Janus Capital Management LLC,
151 Detroit Street, Denver, Colorado 80206, serves as the investment sub-advisor
to First Trust Dynamic Europe Equity Income Fund.
Stonebridge.
The Bank of New York Mellon, 240 Greenwich Street, 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 each Fund except for First Trust Intermediate Duration Preferred &Enhanced Equity Income Fund and First Trust Dynamic Europe
EquityMortgage Income Fund. Brown Brothers Harriman & Co., 50 Post Office Square, Boston, Massachusetts 02110, acts as the administrator, fund accountant and custodian and Computershare, Inc., P.O. Box 505000, Louisville, Kentucky
40233-5000, acts as the transfer agent, to First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Income Fund. SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Computershare, Inc., P.O. Box 43006, Providence, Rhode Island 02940, acts as the transfer agent to each Fund.
Delinquent Section 16(a) Reports
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Funds'Funds’ Trustees, the Funds'Funds’ officers subject to such provisions, certain persons affiliated with First Trust Advisors and any sub-advisor, and persons who beneficially own more than 10% of a Fund'sFund’s Shares to file reports of ownership and changes of ownership with the SEC. Based upon a review of certain related forms filed with the SEC and certain written representations, each Fund believes that during the fiscal years ended October 31, 2020, November 30, 20202023 and December 31, 2020,2023, as applicable, all such filing requirements applicable to such persons were met.
FISCAL YEAR
met except as follows:
| First Trust Intermediate Duration Preferred & Income Fund | With respect to officers of Stonebridge, the Fund’s investment sub-advisor, (i) on December 21, 2022, one late Form 3 was filed for Kevin J. Patton; and (ii) on October 30, 2023, one late Form 3 was filed for Angelo D. Graci. |
| First Trust Mortgage Income Fund | On June 29, 2023, one late Form 3 was filed for Owen N. Aronson, a portfolio manager to the Fund. |
-25-
Fiscal Year
The fiscal year end for First Trust Mortgage Income Fund, First Trust MLP
and Energy Income Fund, First Trust Intermediate Duration Preferred & Income Fund and First Trust New Opportunities MLP & EnergyMortgage Income Fund is October 31. The
fiscal year end for Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, First Trust Energy Income and Growth Fund, First Trust
Specialty Finance and Financial Opportunities Fund and First Trust Energy
Infrastructure Fund is November 30. The fiscal year end for First Trust Enhanced Equity Income Fund First Trust/Aberdeen Global Opportunity Income Fund, First
Trust/Aberdeen Emerging Opportunity Fund and First Trust Dynamic Europe Equity
Income Fund is December 31.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders
Delivery of record of each Fund
following the Fund's fiscal year end. Certain Documents
Each 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 a 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.
-33-
STANDSTILL AGREEMENT RELATING TO CERTAIN FIRST TRUST CLOSED-END FUNDS
On December 2, 2020, First Trust/Aberdeen Global Opportunity Income Fund
("FAM") and
Other Matters to Come Before the Advisor entered into a standstill agreement (the "Standstill
Agreement") with Karpus Management, Inc. (doing business as Karpus Investment
Management) and various present or future persons, entities, funds or accounts
it manages, provides investment management or advisory services or controls
(collectively "Karpus"). Under the Standstill Agreement, Karpus agreed, among
other things, as to certain voting-related matters and standstill covenants with
respect to FAM and several other closed-end funds advised by the Advisor
(including First Trust Mortgage Income Fund and First Trust Intermediate
Duration Preferred & Income Fund, but not any of the other Funds included in
this Joint Proxy Statement) until the earlier of (i) December 2, 2023 or (ii)
such other date as the parties to such agreement may agree in writing.
OTHER MATTERS TO COME BEFORE THE MEETING
Meeting
No business other than the proposal to elect Dr. Erickson and Mr. Kadlec as the Class II Trustees of each Fund, as described above, is expected to come before the Meeting, but should any other matter permitted under the By-Laws to be brought before the Meeting and requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting submitted to shareholders, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the Funds.
March 17, 2021
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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-34-
| It Is Important That Proxies Be Returned Promptly. Shareholders Are Therefore Urged To Complete, Sign, Date And Return The Proxy Card As Soon As Possible In The Enclosed Postage-Paid Envelope. |
-26-
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.
Schedule 1
Number of Board and date this Proxy
Card and return in the
postage-paid envelope
VOTE IN PERSON
Attend Shareholder Meeting
scheduled to be held at
120 E. Liberty Drive, Suite 400
Wheaton, Illinois 60187
on April 26, 2021
Please detach at perforation before mailing.
PROXY
[NAME OF FUND]
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2021
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the [NAME OF FUND], a Massachusetts business
trust, hereby appoints W. Scott Jardine, Kristi A. Maher, James M. Dykas, Donald
P. Swade and Erin E. Klassman 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 Wheaton, Illinois offices of
First Trust Advisors L.P., 120 E. Liberty Drive, Suite 400, Wheaton, Illinois
60187, at 12:00 Noon Central Time on the date indicated above, and any
adjournments Committee Meetings
Held During Each Fund’s Last Fiscal Year
| Fund | Board Meetings | Audit Committee Meetings | Dividend Committee Meetings | Executive Committee Meetings | Nominating and Governance Committee Meetings | Valuation Committee Meetings |
| First Trust Enhanced Equity Income Fund1 | 8 | 9 | 0 | 0 | 4 | 4 |
| First Trust Intermediate Duration Preferred & Income Fund2 | 8 | 9 | 0 | 0 | 4 | 4 |
| First Trust Mortgage Income Fund2 | 8 | 9 | 0 | 0 | 4 | 4 |
1 For fiscal year ended December 31, 2023.
2 For postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meetings of Shareholders and Joint Proxy Statement, each dated March 17, 2021,
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
adjournments 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.
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XXX_XXXXX_XXX
XXXXXXXXXXXXXX
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2021
THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT:
https://www.proxy-direct.com/fir-31901
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 Class II Trustees.
The Board of Trustees recommends that you vote FOR the election of the
two Class II 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: 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, guardian, 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
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xxxxxxxxxxxxxx ___ 31901 xxxxxxxxfiscal year ended October 31, 2023.
