As filed with the Securities and Exchange Commission on March 10, 2022February 28, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

Filed by the Registrant 

Filed by a Party other than the Registrant 

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

First Trust Dynamic Europe Equity Income Fund

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & 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 HIGH INCOME LONG/SHORT 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

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee paid previously with preliminary materials.
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(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):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

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:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

 

 

 

Macquarie/First Trust Global Infrastructure/Utilities Dividend & 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 High Income Long/Short 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

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

March 9, 2022February 28, 2023

Dear Shareholder:

The accompanying materials relate to the Joint Annual MeetingsMeeting of Shareholders (collectively, the(the “Meeting”) of each fund listed above (each aFirst Trust Dynamic Europe Equity Income Fund (the “Fund” and collectively the “Funds”). The Meeting is scheduled to be held at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Monday, April 18, 2022,3, 2023, at 12:00 noon Central Time.

At the Meeting, you will be asked to vote on a proposal to elect two of the Trustees of yourthe Fund (the “Proposal”) and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. The Proposal is described in the accompanying Notice of Joint Annual MeetingsMeeting of Shareholders and Joint Proxy Statement.

Your participation at the Meeting is very important. If you cannot attend the Meeting, you may participate by proxy. Please take a few momentsWe urge you to readreview the information in the accompanying Proxy Statement and vote FOR the election of the nominees of the Board of Trustees of the Fund (the “Board”) described therein using the enclosed materials and then cast your voteWHITE proxy card or by using the other voting options discussed in the Proxy Statement. Please do NOT send back any other color proxy card as this will cancel out any votes previously submitted for the nominees of the Board on the enclosedFund’s WHITE proxy card.Please disregard any proxy materials you may receive from any other person or entity. The Fund is not responsible for any information that may be included in any such materials. In addition, if you beneficially own shares of the Fund that are held in “street name” through a broker, please instruct your broker to vote your shares FOR the election of the nominees of the Board to ensure that your votes will be counted with respect to the election of Trustees.

As discussed further in the Proxy Statement, on February 6, 2023, Bulldog Investors, LLP filed preliminary proxy materials with the Securities and Exchange Commission to solicit proxies to elect two individuals to the Board. However, the Board has determined that such individuals are ineligible to be elected at the Meeting and that any votes submitted for either of them at the Meeting will not be counted.

Voting takes only a few minutes. Each Shareholder’sYour vote is important.important and can make a difference in the governance and management of the Fund, no matter how many shares you own. We encourage all shareholders to participate in the governance of the Fund. Your prompt responsevote can help ensure that the highly qualified nominees of the Board 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.elected.

We appreciate your participation in this important Meeting.

Thank you.

Sincerely,

James A. Bowen
Chairman of the BoardsBoard

 

Instructions for Signing Proxy Cards

The following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense to 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:

 

RegistrationValid 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 PlanJohn Doe, Trustee
Trust Accounts
(1)ABC TrustJane B. Doe, Trustee
(2)Jane B. Doe, Trustee
u/t/d 12/28/78

Jane B. Doe
Custodial

YOUR VOTE IS IMPORTANT.

Please Review the Enclosed Materials and Follow the Instructions that Appear on the Enclosed WHITE Proxy Card. If You Need Any Assistance, or Estate Accounts

(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA

John B. Smith
(2)John B. SmithJohn B. Smith, Jr., Executor
Have Any Questions Regarding the Proposal or How to Vote Your Shares, Please Call the Fund’s Proxy Solicitor, AST Fund Solutions, LLC, at (800) 591-8269, Weekdays From 9:00 a.m. to 10:00 p.m. Eastern Time.

 

 

Macquarie/First Trust Global Infrastructure/Utilities Dividend & 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 High Income Long/Short 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

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First Trust Dynamic Europe Equity Income Fund

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Notice of Joint Annual MeetingsMeeting of Shareholders

To be held on April 18, 20223, 2023

March 9, 2022February 28, 2023

To the Shareholders of the above Funds:First Trust Dynamic Europe Equity Income Fund:

Notice is hereby given that the Joint Annual MeetingsMeeting of Shareholders (collectively, the(the “Meeting”) of the funds listed above (each aFirst Trust Dynamic Europe Equity Income Fund (the “Fund” and collectively the “Funds”), each a Massachusetts business trust, areis scheduled to be held at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Monday, April 18, 2022,3, 2023, at 12:00 noon Central Time, forTime. At the following purposes:

1.       To elect two Trustees (the Class III Trustees) of each Fund.

2.       ToMeeting, shareholders will be asked to consider and vote on Proposal 1 set forth below and to transact such other business as may properly come before the Meeting or(including any adjournments or postponements thereof.thereof):

TheProposal 1. To elect Denise M. Keefe and Robert F. Keith (the “Board Nominees”) as Class I Trustees to the Board of Trustees of eachthe Fund (the “Board”).

The Board has fixed the close of business on February 28,December 30, 2022 as the record date for the determination of shareholders of suchthe Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

The Board unanimously recommends that you vote FOR the Board Nominees.

We ask your cooperation in completing and returning your proxy promptly.

By Order of the BoardsBoard of Trustees,

 

 

W. Scott Jardine

Secretary

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.

It is important that your shares be represented at the Meeting. In order to avoid delay and to ensure that your shares are represented, please vote as promptly as possible. You may vote easily and quickly by mail, telephone or via the internet. To vote by mail, please complete and mail your WHITE proxy card in the enclosed postage-paid return envelope. Alternatively, shareholders may vote by telephone or via the internet by following the instructions on the WHITE proxy card. Votes submitted for any individuals on any other color proxy card will not be counted with respect to the election of Trustees. Please do not send back any other color proxy card as this will cancel out any votes previously submitted for the Board Nominees on the Fund’s WHITE proxy card. If you need any assistance, or have any questions regarding Proposal 1 or how to vote your shares, please call the Fund’s proxy solicitor, AST Fund Solutions, LLC, at (800) 591-8269, weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

 
 

 

 

 

 

 

 

 

 

 

 

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Macquarie/First Trust Global Infrastructure/Utilities Dividend & 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 High Income Long/Short 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

120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187

Joint Annual MeetingsMeeting of Shareholders

To be held on April 18, 20223, 2023

Joint Proxy Statement

March 9, 2022February 28, 2023

This Joint Proxy Statement and the enclosed WHITE proxy card will first be mailed to shareholders on or about March 18, 2022.3, 2023.

This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the BoardsBoard of Trustees of the funds listed above (each aFirst Trust Dynamic Europe Equity Income Fund (the “Fund”and collectively the “Funds”), each a Massachusetts business trust, for use at the Joint Annual MeetingsMeeting of Shareholders of the FundsFund scheduled to be held on Monday, April 18, 2022,3, 2023, at 12:00 noon Central Time, at the Wheaton, Illinois offices of the Fund’s investment advisor, 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”). A Notice of Joint Annual MeetingsMeeting of Shareholders and a WHITE proxy card accompany this Joint Proxy Statement. TheAs discussed in further detail in this Proxy Statement, at the Meeting, shareholders will be asked to elect Denise M. Keefe and Robert F. Keith (the “Board Nominees” and each, a “Board Nominee”) as Class I Trustees to 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 lightfor a three-year term expiring at the Fund’s 2026 annual meeting of the same matter being considered and voted on by shareholders.shareholders (the “Proposal”).

The principal offices of First Trust Energy Income and Growththe 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 The Fund has one class of the Funds, including any agents or affiliatesshares of such service providers.beneficial interest, par value $0.01 per share, known as common shares (“Shares”).

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 reimburse brokerage firms and others for their expenses in forwarding proxy solicitation materials from the Funds to the person(s) for whom they hold Fund shares.

The close of business on February 28,December 30, 2022 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. 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 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”).

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting Scheduled to be Held on April 18, 2022.3, 2023. This Joint Proxy Statement is available on the Internet at https://www.ftportfolios.com/LoadContent/goaurcbwga4ogo4uep3ogaao. EachThe Fund’s most recent annual and semi-annual reports are also available on the Internet at https://www.ftportfolios.com. To find a report, select yourthe Fund under the “Closed-End Funds” tab, select the “News & Literature” link, and go to the “Quarterly/Semi-Annual or Annual Reports” heading. In addition, the FundsFund will furnish, without charge, copies of theirits most recent annual and semi-annual reports to any shareholder upon request. To request a copy, please write to First Trust Advisors L.P. (“First Trust Advisors” or the “Advisor”), at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, or call toll-free (800) 988-5891.

You may call toll-free (800) 988-5891 for information on how to obtain directions to be able to attend the Meeting and vote in person.

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

·indicate your instructions on the proxy card;
·date and sign the proxy card;
·mail the proxy card promptly in the enclosed envelope which requires no postage if mailed in the continental United States; and
·allow sufficient time for the proxy card to be received by 12:00 noon Central Time, on Monday, April 18, 2022. (However, proxies received after this date may still be voted in the event the Meeting is adjourned or postponed to a later date.)

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Voting

At the Meeting, shareholders will be asked to vote on a proposal to elect the Board Nominees as Class I Trustees to the Board of Trustees of the Fund for a three-year term. As described further in the proposal, for each Fund,Proposal, 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 Board Nominees. Shareholders may vote in any one of four ways:

·by mail, by sending the enclosed WHITE proxy card, signed and dated, in the enclosed postage-paid envelope;
·by phone, by following the instructions set forth on the enclosed WHITE proxy card;
·via the Internet, by following the instructions set forth on the enclosed WHITE proxy card; or
·in person, by attending the Meeting. Shareholders who intend to attend the Meeting will need to provide valid identification and, if they hold Shares through a bank, broker or other nominee, satisfactory proof of ownership of Shares, such as a voting instruction form (or a copy thereof) or a letter from their bank, broker or other nominee or broker’s statement indicating ownership as of the Record Date, to be admitted to the Meeting.

Using the enclosed WHITE proxy card, with respect to each specified nominees asBoard Nominee, a shareholder voting by mail may authorize the Class III Trustees of that Fund provided a quorum is present. Abstentions and broker non-votes (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitlednamed proxies to vote and (ii) the brokerhis, her or nominee does not have discretionary voting power on a particular matter) will have no effect on the approval of the proposal.

its Shares for such Board Nominee or may indicate that authority to vote for such Board Nominee is withheld (a “withheld vote”). If the enclosed WHITE proxy card is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon, or, if no instructions are marked thereon, will be voted in the discretion of the persons named on the WHITE proxy card. Accordingly, unless instructions to the contrary are marked thereon, a properly executed and returned WHITE proxy card will be voted FOR the election of the specified nomineesBoard Nominees as the Class IIII Trustees and at the discretion of the named proxies on any other matters that may properly come before the Meeting, as deemed appropriate.

As discussed further below under “Additional Information—Solicitation of Proxies and Expense of Proxy Solicitation,” on February 6, 2023, Bulldog Investors, LLP (“Bulldog”) filed preliminary proxy materials with the Securities and Exchange Commission (“SEC”) to solicit proxies to elect two individuals to the Board of Trustees of the Fund. However, Bulldog failed to comply with the provisions of the Fund’s by-laws (as amended and restated on October 19, 2020, the “By-Laws”) with respect to submitting shareholder nominees and the Board determined that such individuals are ineligible to be elected at the Meeting and that any votes submitted for either of them at the Meeting will not be counted. Nonetheless, Bulldog or another party may solicit proxies in support of Bulldog’s nominees. Therefore, in light of certain New York Stock Exchange (“NYSE”) rules that prevent brokers from giving or voting proxies without instructions from customers under circumstances involving “counter-solicitations,” if you beneficially own Shares that are held in “street name” through a broker, we urge you to instruct your broker or other nominee to vote your Shares for the highly qualified Board Nominees listed on the WHITE proxy card to ensure that your votes will be counted with respect to the election of Trustees. Please do NOT send back any other color proxy card as this will cancel out any votes previously submitted for the Board Nominees on the Fund’s WHITE proxy card.

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Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise by (i) attending the Meeting and voting his, her or its Shares in person; (ii) timely submitting a revocation of a prior proxy to (a) the applicable Fund’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 andor (b) in addition, if his, her or its 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, a

A list of the Fund’s shareholders of record entitled to notice of the Meeting will be available at the Advisor’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, the “By-Laws”),Fund’s 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,Under the Fund’s By-Laws, in general, for the purposes of establishing whether a quorum is present with respect to a meeting of shareholders, all shares present in person or by properly submitted proxy and entitled to vote, including abstentions, withheld votes and broker non-votes, if any, shall be counted. At the Meeting, for the purposes of establishing whether a quorum is present, all Shares present in person or by properly submitted proxy and entitled to vote, including abstentions and brokerwithheld votes, shall be counted. Under certain circumstances involving “counter-solicitations,” under applicable NYSE rules, brokers are not permitted to give or vote proxies when no instructions have been received from customers. Broker non-votes (i.e., Sharesare 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), shallmatter. The Fund does not expect there to be counted. Forany broker non-votes at the Meeting.

To the extent they are entitled to exercise voting rights with respect to Shares owned, shareholders of record on the Record Date are entitled to one vote for each full Share the shareholder owns and a proportionate fractional vote for any fraction of a Share the shareholder owns. The By-Laws include provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of the Fund’s Shares in a “Control Share Acquisition” (as defined in the By-Laws) 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, the Fund may determine that a shareholder has obtained beneficial ownership of the Fund’s Shares in a Control Share Acquisition and that, therefore, such Shares may not be voted at the Meeting, in which case they would not be counted for quorum purposes. See “Additional Information—Control Share Acquisitions” below.

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The Meeting may be postponed prior to the Meeting with notice to shareholders entitled to vote at the Meeting. Further, for each Fund,In addition, the Meeting may, by action of the chair of the Meeting, be adjourned from time to time with respect to one or more matters, whether or not a quorum is present with respect to such matter or matters. In addition, for each Fund,Moreover, 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, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or adjournments.

 

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Shares and Share Ownership

Shares Outstanding Shares on the Record Date

On the Record Date, eachthe Fund had the following number of17,231,908 Shares outstanding:

FundTicker Symbol1Shares
Outstanding
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income FundMFD8,547,442
First Trust Energy Income and Growth FundFEN19,453,302
First Trust Enhanced Equity Income FundFFA19,982,838
First Trust/Aberdeen Global Opportunity Income FundFAM10,143,247
First Trust Mortgage Income FundFMY4,213,115
First Trust/Aberdeen Emerging Opportunity FundFEO4,991,802
First Trust Specialty Finance and Financial Opportunities FundFGB14,367,591
First Trust High Income Long/Short FundFSD33,470,143
First Trust Energy Infrastructure FundFIF16,504,802
First Trust MLP and Energy Income FundFEI45,228,904
First Trust Intermediate Duration Preferred & Income FundFPF60,847,827
First Trust New Opportunities MLP & Energy FundFPL24,650,791
First Trust Dynamic Europe Equity Income FundFDEU17,231,908
1outstanding. The Shares of each of the Funds are listed on the New York Stock Exchange (“NYSE”) except for the Shares of First Trust Energy Income and Growth Fund, which are listed on the NYSE American LLC.

To the extent they are entitled to exercise voting rights with respect to Shares owned, shareholders of record on the Record Date are entitled to one vote for each full Share the shareholder owns and a proportionate fractional vote for any fraction of a Share the shareholder owns. The By-Laws include provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of a Fund’s Shares in a “Control are listed on NYSE under the ticker symbol FDEU.

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 eachthe Fund, as of the Record Date, no single shareholder or “group” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) owned, beneficially or of record, more than 5% of the Fund’s outstanding Shares, except as described in the following table. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of athe Fund or otherwise acknowledges the existence of control. If a party controls athe Fund, such party may be able to significantly affect the outcome of any item presented to shareholders for approval. Information as to ownership of Shares, including percentage of outstanding Shares owned, is based on (1) securities position listing reports as of the Record Date and (2) reportsSchedule 13D and Schedule 13G statements (and amendments thereto) filed with the Securities and Exchange Commission (“SEC”) by shareholders on the dates indicated in such filings. The Funds doFund does not have any knowledge of the identity of the ultimate beneficiaries of the Shares listed below. Further, it is possible that certain holdings may be included in both securities position listing reports and Schedule 13D and/or Schedule 13G statements.

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Share Ownership Over 5%

 

Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund:
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
1,486,320 Shares17.39%
TD Ameritrade Clearing, Inc.
200 S. 108th Ave.
Omaha, NE 68154
1,017,492 Shares11.90%

Charles Schwab & Co., Inc.
2423 E. Lincoln Drive

Phoenix, AZ 85016

917,322 Shares10.73%

RBC Capital Markets, LLC

60 S. 6th Street – P09

Minneapolis, MN 55402

617,237 Shares7.22%

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4804 Deer Lake Drive E.

Jacksonville, FL 32246

583,148 Shares6.82%

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

507,240 Shares5.93%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

474,315 Shares5.55%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

471,379 Shares5.51%

LPL Financial Corporation

1055 LPL Way

Fort Mill, SC 29715

459,160 Shares5.37%
First Trust Energy Income and Growth Fund:

Charles Schwab & Co., Inc.
2423 E. Lincoln Drive

Phoenix, AZ 85016

2,427,153 Shares12.48%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
2,121,279 Shares10.90%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

1,889,937 Shares9.72%

American Enterprise Investment Services Inc.

901 3rd Avenue South

Minneapolis, MN 55474

1,502,611 Shares7.72%

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

1,436,120 Shares7.38%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

1,415,057 Shares7.27%

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

1,287,581 Shares6.62%

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Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned
First Trust Enhanced Equity Income Fund:

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

3,582,494 Shares17.93%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

3,483,723 Shares17.43%

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

2,710,373 Shares13.56%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
1,352,779 Shares6.77%

RBC Capital Markets, LLC

60 S. 6th Street – P09

Minneapolis, MN 55402

1,200,086 Shares6.01%

Charles Schwab & Co., Inc.
2423 E. Lincoln Drive

Phoenix, AZ 85016

1,113,590 Shares5.57%
First Trust/Aberdeen Global Opportunity Income Fund:

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

1,443,213 Shares14.23%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
1,222,405 Shares12.05%

American Enterprise Investment Services Inc.

901 3rd Avenue South

Minneapolis, MN 55474

1,134,253 Shares11.18%

Charles Schwab & Co., Inc.
2423 E. Lincoln Drive

Phoenix, AZ 85016

672,606 Shares6.63%

LPL Financial Corporation

1055 LPL Way

Fort Mill, SC 29715

662,718 Shares6.53%

RBC Capital Markets, LLC

60 S. 6th Street – P09

Minneapolis, MN 55402

650,630 Shares6.41%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

579,233 Shares5.71%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

530,664 Shares5.23%
First Trust Mortgage Income Fund:

Sit Investment Associates, Inc.1

Sit Fixed Income Advisors II, LLC1

3300 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

1,680,061 Shares139.88%1

The Northern Trust Company

801 S. Canal Street

Chicago, IL 60607

1,095,599 Shares26.00%

1.Information is according to Amendment No. 19 to Schedule 13D filed with the SEC pursuant to a joint filing agreement on March 25, 2021. Such filing states that the reporting persons have shared voting power and shared dispositive power with respect to the Shares held.

-6- 

Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned

Edward D. Jones & Co.

201 Progress Parkway

Maryland Heights, MO 63043

538,229 Shares12.78%

1607 Capital Partners, LLC1

13 S. 13th Street, Suite 400

Richmond, VA 23219

and

The Walt Disney Company Retirement Plan Master Trust1

500 South Buena Vista Street

Burbank, CA 91521-0500

355,576 Shares1

167,207 Shares1

8.4%1

4.0%1

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
342,596 Shares8.13%

Charles Schwab & Co., Inc.
2423 E. Lincoln Drive

Phoenix, AZ 85016

307,223 Shares7.29%

Principal Bank

711 High Street

Des Moines, IA 50392

248,681 Shares5.90%

State Street Bank and Trust Company

1776 Heritage Drive

North Quincy, MA 02171

214,799 Shares5.10%
First Trust/Aberdeen Emerging Opportunity Fund:

Lazard Asset Management LLC2

30 Rockefeller Plaza

New York, NY 10112

670,247 Shares213.43%2

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

649,496 Shares13.01%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

566,140 Shares11.34%
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
468,040 Shares9.38%

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

381,917 Shares7.65%

Charles Schwab & Co., Inc.

2423 E. Lincoln Drive

Phoenix, AZ 85016

333,304 Shares6.68%

State Street Bank and Trust Company

1776 Heritage Drive

North Quincy, MA 02171

330,121 Shares6.61%

1.Information is according to Amendment No. 10 to Schedule 13G filed with the SEC pursuant to a joint filing agreement on February 14, 2022. Such filing states that (a) 1607 Capital Partners, LLC, an investment adviser, is the beneficial owner of Shares based on having voting power which includes the power to vote, or to direct the voting of, such securities and investment power which includes the power to dispose, or to direct the disposition of, such securities and (b) The Walt Disney Company Retirement Plan Master Trust is a client of 1607 Capital Partners, LLC and is the beneficial owner of Shares solely due to being able to terminate without condition the investment management agreement with 1607 Capital Partners, LLC in less than sixty days.
2.Information is according to Schedule 13G/A filed with the SEC on February 10, 2022. Such filing states that the reporting person has (a) sole voting power with respect to 468,505 Shares and (b) sole dispositive power with respect to 670,247 Shares.

-7- 

 Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4804 Deer Lake Drive E.

Jacksonville, FL 32246

310,268 Shares6.22%
First Trust Specialty Finance and Financial Opportunities Fund:
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
2,039,717 Shares14.20%

Charles Schwab & Co., Inc.

2423 E. Lincoln Drive

Phoenix, AZ 85016

1,717,582 Shares11.95%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

1,674,292 Shares11.65%

LPL Financial Corporation

1055 LPL Way

Fort Mill, SC 29715

1,405,809 Shares9.78%
TD Ameritrade Clearing, Inc.
200 S. 108th Ave.
Omaha, NE 68154
1,340,018 Shares9.33%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

850,961 Shares5.92%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

791,312 Shares5.51%

Nova R. Wealth, Inc.1

6711 West 121st Street

Overland Park, KS 66209

784,883.56 Shares15.5%1

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

762,784 Shares5.31%
First Trust High Income Long/Short Fund:

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

13,037,040 Shares38.95%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

2,020,334 Shares6.04%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

1,890,359 Shares5.65%

National Financial Services LLC

499 Washington Blvd.

Jersey City, NJ 07310

1,827,155 Shares5.46%
First Trust Energy Infrastructure Fund:

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

3,074,694 Shares18.63%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

1,709,624 Shares10.36%

Charles Schwab & Co., Inc.

2423 E. Lincoln Drive

Phoenix, AZ 85016

1,687,441 Shares10.22%

1.Information is according to Schedule 13G filed with the SEC on February 6, 2018.

-8- 

 Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

1,375,939 Shares8.34%

National Financial Services LLC

499 Washington Blvd.

Jersey City, NJ 07310

1,304,175 Shares7.90%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

1,136,499 Shares6.89%
First Trust MLP and Energy Income Fund:

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

14,121,525 Shares31.22%

Charles Schwab & Co., Inc.

2423 E. Lincoln Drive

Phoenix, AZ 85016

4,699,638 Shares10.39%

National Financial Services LLC

499 Washington Blvd.

Jersey City, NJ 07310

3,739,576 Shares8.27%

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

2,482,236 Shares5.49%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

2,361,427 Shares5.22%
First Trust Intermediate Duration Preferred & Income Fund:

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

21,469,243 Shares35.28%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

5,322,064 Shares8.75%

National Financial Services LLC

499 Washington Blvd.

Jersey City, NJ 07310

4,220,511 Shares6.94%

RBC Capital Markets, LLC

60 S. 6th Street – P09

Minneapolis, MN 55402

3,177,235 Shares5.22%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

3,074,808 Shares5.05%
First Trust New Opportunities MLP & Energy Fund:

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

3,688,952 Shares14.96%

National Financial Services LLC

499 Washington Blvd.

Jersey City, NJ 07310

3,263,992 Shares13.24%

TD Ameritrade Clearing, Inc.

200 S. 108th Ave.

Omaha, NE 68154

2,059,335 Shares8.35%

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399

1,997,529 Shares8.10%

-9- 

 Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned

Charles Schwab & Co., Inc.

2423 E. Lincoln Drive

Phoenix, AZ 85016

1,937,018 Shares7.86%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

1,768,949 Shares7.18%

American Enterprise Investment Services Inc.

901 3rd Avenue South

Minneapolis, MN 55474

1,347,968 Shares5.47%
First Trust Dynamic Europe Equity Income Fund:

Allspring Global Investments Holdings, LLC1

Allspring Global Investments, LLC1

Allspring Funds Management, LLC1

525 Market St.,Street, 10th Floor

San Francisco, CA 94105

3,618,3364,633,987 Shares1

3,618,3364,633,987 Shares1

0 Shares1

 

 

21.00%26.89%1

21.00%26.89%1

0%1

 

 

The Northern Trust Company

801 S. Canal Street

Chicago, IL 60607

2,279,242 Shares13.23%

The Bank of New York Mellon

525 William Penn Place, Suite 153-0400

Pittsburgh, PA 15259

2,955,6522,152,809 Shares17.15%

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

2,171,642 Shares12.60%

City of London Investment Management Company Limited, a company incorporated under the laws of England and Wales2

77 Gracechurch St.

London, EC3V 0AS

England

1,627,396 Shares29.4%212.49%

State Street Bank and Trust Company

1776 Heritage Drive

North Quincy, MA 02171

1,458,7971,945,806 Shares8.47%

Wells Fargo Clearing Services, LLC

1 N. Jefferson Ave.

St. Louis, MO 63103

1,386,047 Shares8.04%

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

1,353,852 Shares7.86%

1607 Capital Partners, LLC3

13 S. 13th St., Suite 400

Richmond, VA 23219

1,262,123 Shares37.3%3

UBS Financial Services Inc.

1000 Harbor Blvd.

Weehawken, NJ 07086

1,158,449 Shares6.72%

The Northern Trust Company

801 S. Canal Street

Chicago, IL 60607

1,093,505 Shares6.35%11.29%

 ___________________________

1.Information is according to Amendment No. 2 to Schedule 13G/A13G filed with the SEC pursuant to a joint filing agreement on January 18, 2022.13, 2023. According to such filing, with respect to Shares beneficially owned by Allspring Global Investments Holdings, LLC such personis deemed to be the beneficial owner of 4,633,987 Shares and holds sole voting power with respect to 3,387,0704,315,701 Shares and sole dispositive power with respect to 3,618,3364,633,987 Shares. According to such filing, with respect to Shares beneficially owned by Allspring Global Investments, LLC such personis deemed to be the beneficial owner of 4,633,987 Shares and holds sole voting power with respect to 3,387,0704,315,701 Shares and sole dispositive power with respect to 3,618,3364,633,987 Shares. According to such filing, with respect to Shares beneficially owned by Allspring Funds Management, LLC such personis deemed to be the beneficial owner of 0 Shares and holds sole voting power and sole dispositive power with respect to 0 Shares. Such filing also states that prior to its sale on November 1, 2021, Allspring Global Investments Holdings, LLC was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC.

-5- 

Name and Address
of Owner
Shares
Owned
% of Outstanding Shares
Owned

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

1,654,710 Shares9.60%

1607 Capital Partners, LLC2

13 S. 13th Street, Suite 400

Richmond, VA 23219

1,449,321 Shares28.4%2

Sit Investment Associates, Inc.3

3300 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

1,401,886 Shares38.14%3

U.S. Bank N.A.

1555 N. Rivercenter Drive, Suite 302

Milwaukee, WI 53212

1,119,000 Shares6.49%

UBS Financial Services Inc.

1000 Harbor Blvd.

Weehawken, NJ 07086

1,081,849 Shares6.28%

Morgan Stanley Smith Barney LLC

1300 Thames Street, 6th Floor

Baltimore, MD 21231

1,075,146 Shares6.24%

Bulldog Investors, LLP4

Phillip Goldstein4

Andrew Dakos4

Park 80 West-Plaza Two

250 Pehle Ave., Suite 708

Saddle Brook, NJ 07663

754,606 Shares4

1,018,409 Shares4

1,018,409 Shares4

4.38%4

5.91%4

5.91%4

Wells Fargo Clearing Services, LLC

2801 Market Street

St. Louis, MO 63103

 952,700 Shares5.53%

__________________________

2.Information is according to Amendment No. 7 to Schedule 13G filed with the SEC on February 14, 2023.
2.3.Information is according to Schedule 13G filed with the SEC on February 13, 2023.
4.Information is according to Amendment No. 1 to Schedule 13G13D filed with the SEC on February 11,December 6, 2022.
3.Information According to such filing, Bulldog Investors, LLP is deemed to be the beneficial owner of 754,606 Shares and holds shared voting power and shared dispositive power over such Shares. According to such filing, Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. In addition, according to Amendment No. 6such filing, each of Messrs. Goldstein and Dakos is deemed to Schedule 13G filed withbe the SEC on February 14, 2022.beneficial owner of 1,018,409 Shares and holds shared voting power and shared dispositive power over such Shares.

 

-10--6- 

 

 

Proposal: Election of Two (2) Class IIII Trustees of Each Fund

Two (2) Class IIII Trustees are to be elected to the Board of Trustees of eachthe Fund by holders of Shares of such Fund.the Fund’s shareholders. Current Trustees James A. BowenDenise M. Keefe and Niel B. NielsonRobert F. Keith (previously defined as the “Board Nominees”) are the nominees for election as the Class IIII Trustees by shareholders of eachthe Fund for a three-year term.

EachThe 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. James A. BowenDenise M. Keefe and Niel B. NielsonRobert F. Keith are currently the Class IIII Trustees of eachthe Fund for a term expiring at the Meeting or until their respective successors are elected and qualified. If elected, Mr. BowenMs. Keefe and Mr. NielsonKeith will hold office for a three-year term expiring at eachthe Fund’s 20252026 annual meeting of shareholders. Denise M. Keefe, Robert F. Keith, Richard E. Erickson, and Thomas R. Kadlec, James A. Bowen and Niel B. Nielson are current and continuing Trustees. Ms. Keefe and Mr. Keith are the Class I Trustees for a term expiring at each Fund’s 2023 annual meeting of shareholders. Dr. Erickson and Mr. Kadlec are the Class II Trustees for a term expiring at eachthe Fund’s 2024 annual meeting of shareholders. Mr. Bowen and Mr. Nielson are the Class III Trustees for a term expiring at the Fund’s 2025 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: For eachPursuant to the Fund’s By-Laws, if the number of persons nominated for election as Trustees in accordance with the By-Laws exceeds the number of Trustees to be elected, Trustees shall be elected by a majority of the outstanding Shares of the Fund entitled to vote thereon; otherwise, the nomineesaffirmative vote of the holders of a plurality of the Shares present and entitled to vote at the Meeting is required, provided a quorum is present. Accordingly, the Board Nominees for election as the Class IIII 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 a properly submitted proxy at the Meeting and entitled to vote thereon, provided a quorum is present. Abstentions and broker non-votesUnder a plurality voting requirement, eligible nominees who receive the highest number of votes for the seats open for election will be elected, even if they receive less than a majority of the votes cast. Withheld votes with respect to one or both Board Nominees will have no effect on the approval of the proposal.Proposal. Further, as indicated above under “Voting,” (1) certain NYSE rules prevent brokers from giving or voting proxies without instructions from customers under circumstances involving “counter-solicitations”; (2) broker non-votes are not expected at the Meeting; and (3) the Fund may determine that a shareholder has obtained beneficial ownership of Shares in a Control Share Acquisition and that such Shares may not be voted at the Meeting; however, in light of the plurality voting requirement, the foregoing, to the extent applicable, will have no effect on the approval of the Proposal, provided a quorum is present. Proxies cannot be voted for a greater number of persons than the number of seats open for election.

UnlessIf you are voting by submitting the enclosed WHITE proxy card, unless you give contrary instructions on your WHITE proxy card, your Shares will be voted FOR the election of each nominee listedBoard Nominee if your WHITE proxy card has been properly executed and timely received by the applicable Fund. If a nomineeBoard Nominee should withdraw or otherwise become unavailable for election prior to the Meeting, the proxies named on your WHITE proxy card intend to vote FOR any substitute nominee recommended by athe Fund’s Board of Trustees in accordance with the Fund’s procedures.

-7- 

No business other than the Proposal is expected to come before the Meeting, but should any other matter that is properly presented at the Meeting and requires a vote of shareholders arise, the persons named on the enclosed WHITE proxy card will vote thereon according to their best judgment in the interests of the Fund.

The Board of Trustees of Eachthe Fund Unanimously Recommends that Shareholders Vote
FOR the Election of Each Board Nominee.

 

-11--8- 

 

 

Management

Management of the FundsFund

The general supervision of the duties performed for eachthe Fund under its respective investment management agreement with the Advisor is the responsibility of thatthe Fund’s Board of Trustees. The Trustees set broad policies for the FundsFund and choose the Funds’Fund’s officers. The following is a list of the Trustees and executive officers of eachthe Fund and a statement of their present positions and principal occupations during the past five years, the number of portfolios each Trustee oversees and the other trusteeships or directorships each Trustee holds, if applicable. As noted above, eachthe Fund has established a staggered Board of Trustees consisting of six (6) Trustees divided into three (3) classes: Class I, Class II and Class III. The length of the term of office of each Trustee is generally three years, and when each Trustee’s term begins and ends depends on the Trustee’s designated class and when the Trustee’s successor is elected and qualified. James A. Bowen is deemed an “interested person” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) (“Interested Trustee”) of the FundsFund due to his position as Chief Executive Officer of the Advisor. Except for Mr. Bowen, each Trustee is not an “interested person” (as that term is defined in the 1940 Act) and is therefore referred to as an “Independent Trustee.” The officers of the FundsFund serve indefinite terms.

 

 

 

The remainder of this page is intentionally left blank.

 

 

 

 

 

 

-12--9- 

 

The following tables identify the Trustees and executive officers of the Funds.Fund. Unless otherwise indicated, the address of all persons is c/o First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.

Independent Trustees

 

Name and
Year of Birth
Position(s)
Held with FundsFund
Term of Office1 and Year First Elected or Appointed2Principal Occupation(s)
During Past 5
Years
Number of
Portfolios in
The the First Trust
Fund Complex
Overseen by
 Trustee
Other
Trusteeships
or
Directorships
Held by Trustee During
Past 5 Years
Richard E. Erickson
1951
TrusteeClass II

Since 2004inception
Physician, Edward-Elmhurst Medical Group; Physician and Officer, Wheaton Orthopedics (1990 to 2021)217225None
Thomas R. Kadlec
1957
TrusteeClass II

Since 2004inception
Retired; President, ADM Investor Services, Inc. (Futures Commission Merchant) (2010 to July 2022)217225Director, National Futures Association; formerly, Director of ADM Investor Services, Inc., ADM Investor Services International, ADMIS Hong Kong Ltd., ADMIS Singapore Ltd., and Futures Industry Association and National Futures Association
Denise M. Keefe
1964
Trustee

Class I Board Nominee

Since 2021

Executive Vice President, Advocate Aurora Health; President, Advocate Aurora Continuing Health Division (Integrated Healthcare System)217225Director 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 and Board Chair of RML Long Term Acute Care Hospitals; and Director of Senior Helpers (since 2021)
Robert F. Keith
1956
TrusteeClass I Board Nominee

Since 2006inception
President, Hibs Enterprises (Financial and Management Consulting)217225Formerly, Director of Trust Company of Illinois (2011 to 2021)
Niel B. Nielson
1954
TrusteeClass III Nominee

Since 2004inception
Senior Advisor (August 2018(2018 to present), Managing Director and Chief Operating Officer (January 2015(2015 to August 2018), Pelita Harapan Educational Foundation (Educational Products and Services)217225None

 

-13--10- 

 

Interested Trustee

 

Name and
Year of Birth
Position(s)
Held with FundsFund
Term of Office1 and Year First Elected or Appointed2Principal Occupation(s)
During Past 5
Years
Number of Portfolios in Thethe First Trust Fund Complex Overseen by TrusteeOther
Trusteeships
or
Directorships
Held by Trustee During
Past 5 Years
James A. Bowen3
1955
Trustee and Chairman of
the Board
Class III Nominee

Since 2004inception
Chief Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor)217225None

Executive Officers

 

Name and
Year of Birth
Positions and Offices with FundsFundTerm of Office1 and Length of Service2Principal Occupation(s)
During Past 5 Years
James M. Dykas
1966
President and Chief Executive OfficerIndefinite Term

Since 2012inception
Managing Director and Chief Financial Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chief Financial Officer, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor)
Donald P. Swade
1972
Treasurer, Chief Financial Officer and Chief Accounting OfficerIndefinite Term

Since 2016
Senior Vice President, First Trust Advisors L.P. and First Trust Portfolios L.P.
W. Scott Jardine
1960
Secretary and Chief Legal OfficerIndefinite Term

Since 2004inception

General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.; Secretary and General Counsel, BondWave LLC (Software Development Company); Secretary, Stonebridge Advisors LLC (Investment Advisor)

Daniel J. Lindquist
1970
Vice PresidentIndefinite Term

Since 2005inception
Managing Director, First Trust Advisors L.P. and First Trust Portfolios L.P.
Kristi A. Maher
1966
Chief Compliance Officer and Assistant SecretaryIndefinite Term

Chief Compliance Officer since 2011 and Assistant Secretary since 2004Since inception
Deputy General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.
1Currently, James A. Bowen and Niel B. Nielson, as the Class III Trustees, are each serving a term for each of the Funds until the Meeting or until their respective successors are elected and qualified. Denise M. Keefe and Robert F. Keith, as the Class I Trustees, are each serving a term for each of the Funds until the Funds’ 2023 annual meetings of shareholdersMeeting or until their respective successors are elected and qualified. Richard E. Erickson and Thomas R. Kadlec, as the Class II Trustees, are each serving a term for each of the Funds until the Funds’Fund’s 2024 annual meetingsmeeting of shareholders or until their respective successors are elected and qualified. James A. Bowen and Niel B. Nielson, as the Class III Trustees, are each serving a term until the Fund’s 2025 annual meeting of shareholders or until their respective successors are elected and qualified. Executive officers of the FundsFund have an indefinite term.
2For executive officers, unless otherwise specified, length of service represents the yearwhen the person first became an executive officer of athe Fund. Except as otherwise provided below, all Trustees and executive officers were elected or appointed (i) in 2004 forconjunction with the then-existing Funds, (ii) in 2005 for First Trust Mortgage Income Fund, (iii) in 2006 for First Trust/Aberdeen Emerging Opportunity Fund, (iv) in 2007 for First Trust Specialty Finance and Financial Opportunities Fund, (v) in 2010 for First Trust High Income Long/Short Fund, (vi) in 2011 for First Trust Energy Infrastructure Fund, (vii) in 2012 for First Trust MLP and Energy Income Fund, (viii) in 2013 for First Trust Intermediate Duration Preferred & Income Fund and First Trust New Opportunities MLP & Energy Fund and (ix) in 2015 for First Trust Dynamic Europe Equity Income Fund. Robert F. Keith was appointed Trustee of all then-existing funds in the First Trust Fund Complex in June 2006.Fund’s inception. Denise M. Keefe was appointed Trustee of all then-existing funds in the First Trust Fund Complex in November 2021. James M. Dykas was elected (a) Treasurer, Chief Financial Officer and Chief Accounting Officer of all then-existing funds in the First Trust Fund Complex in January 2012, effective January 23, 2012 and (b) President and Chief Executive Officer of all then-existing funds in the First Trust Fund Complex in December 2015, effective January 2016. Donald P. Swade was elected Treasurer, Chief Financial Officer and Chief Accounting Officer of all then-existing funds in the First Trust Fund Complex in December 2015, effective January 2016. Daniel J. Lindquist was elected Vice President of all then-existing funds in the First Trust Fund Complex on December 12, 2005. Kristi A. Maher was elected Chief Compliance Officer of all then-existing funds in the First Trust Fund Complex in December 2010, effective January 1, 2011; before January 1, 2011, W. Scott Jardine served as Chief Compliance Officer.
3Mr. Bowen is deemed an “interested person” of the FundsFund due to his position as Chief Executive Officer of First Trust Advisors L.P., the Fund’s investment advisor of the Funds.advisor.

-14--11- 

 

Unitary Board Leadership Structure

The same six persons serve as Trustees on eachthe Fund’s Board of Trustees and on the boards of all other funds in the First Trust Fund Complex (the “First Trust Funds”), which is known as a “unitary” board leadership structure. The unitary board structure was adopted for the First Trust Funds because of the efficiencies it achieves with respect to the governance and oversight of the First Trust Funds. Each First Trust Fund is subject to the rules and regulations of the 1940 Act (and other applicable securities laws), which means that many of the First Trust Funds face similar issues with respect to certain of their fundamental activities, including risk management, portfolio liquidity, portfolio valuation and financial reporting. In addition, 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 First Trust Funds, the Board of Trustees of each of the First Trust Funds (such Boards of Trustees referred to herein collectively as the “Board” and, where appropriate in context in this Proxy Statement, the term “Board” may also be used to refer to the Board of Trustees of athe 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,Fund, the First Trust Fund Complex includes: 1514 closed-end funds advised by First Trust Advisors; First Trust Series Fund, an open-end management investment company with threefour 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® Fund and First Trust Exchange-Traded AlphaDEX® Fund II, exchange-traded funds with, in the aggregate, 194202 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 reviews any processes that would enhance Board governance over the First Trust 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 five 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.

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 meetingscoordinating activities of the Independent Trustees; (ii) working with the Advisor, Fund counsel and the independent legal counsel to the Independent Trustees to determine the agenda for Board meetings; (iii) serving as the principal contact for and facilitating communication between the Independent Trustees and the Funds’Fund’s service providers, particularly the Advisor; and (iv) any other duties that the Independent Trustees may delegate to the Lead Independent Trustee. The Lead Independent Trustee is selected by the Independent Trustees and serves a three-year term or until his or her successor is selected. Niel B. NielsonRobert F. Keith currently serves as the Lead Independent Trustee.

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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’Fund’s activities, review contractual arrangements with and performance of service providers, oversee compliance with regulatory requirements, and review Fund performance. The Independent Trustees are represented by independent legal counsel at all Board and committee meetings (other than meetings of the 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 Chairs and the Lead Independent Trustee currently rotate every three years in serving as Chair 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 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, the Dividend Committee, the Nominating and Governance Committee, the Valuation Committee and the Audit Committee.

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 eachthe Fund’s Declaration of Trust and By-Laws. The members of the Executive Committee of athe 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. Mr. Nielson,Bowen, Mr. BowenKeith and Dr. EricksonMr. Nielson are members of the Executive Committee. During eachthe Fund’s last fiscal year, the Executive Committee did not hold any meetings.

Dividend Committee. 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’s Shares. Dr. EricksonMr. Keith and Mr. Nielson are members of the Dividend Committee. During eachthe Fund’s last fiscal year, the Dividend Committee did not hold any meetings.

Nominating and Governance Committee. The Nominating and Governance Committee of eachthe Fund is responsible for appointing and nominating persons to the Board of thatthe Fund. Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson are members of the Nominating and Governance Committee, and each is an Independent Trustee who is also an “independent director” within the meaning of the listing rules of the primary national securities exchange on which the Funds’Fund’s shares are listed for trading. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’Fund’s website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund’s webpage). In 2014, the Board adopted a mandatory retirement age of 75 for Trustees, beyond which age Trustees are ineligible to serve. The Nominating and Governance Committee Charter provides that the Committee will not consider new trustee candidates who are 72 years of age or older or will turn 72 years old during the initial term.

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If there is no current or anticipated vacancy on the Fund’s 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 athe Fund occurs or is anticipated to occur and nominations are sought to fill such vacancy, the Nominating and Governance Committee may seek nominations from those sources it deems appropriate in its discretion, including shareholders of the applicable Fund. 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 athe Fund, shareholders of the applicable Fund shall mail such recommendation to W. Scott Jardine, Secretary, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Under no circumstances will the Nominating and Governance Committee evaluate nominees recommended by a shareholder of athe 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 submitted by shareholders of athe Fund. In connection with the evaluation of candidates for a position on the Board of athe Fund, the review process may include, without limitation, personal interviews, background checks, written submissions by the candidates, third party references and any other reviews described in the By-Laws. Further, the By-Laws include qualifications and requirements for Trustee eligibility that generally apply to all persons that may be nominated, elected, appointed, qualified or seated to serve as Trustees (collectively, the “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 athe Fund’s Board, see “Additional Information – Shareholder Proposals” below.)

The number of meetings of During the Fund’s last fiscal year, the Nominating and Governance Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.four meetings.

Valuation Committee. The Valuation Committee of eachthe Fund is responsible for the oversight of the Advisor as the “Valuation Designee” pursuant to Rule 2a-5 under the 1940 Act and its implementation of the valuation procedures of that Fund (the “Valuation Procedures”), for determining the fair value of that Fund’s securities or other assets under certain circumstances as describedheld in the Valuation Procedures, and for evaluating the performance of any pricing service for that Fund.Fund’s portfolio. Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson are members of the Valuation Committee. The number of meetings ofDuring the Fund’s last fiscal year, the Valuation Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.four meetings.

Audit Committee. The Audit Committee of eachthe Fund is responsible for overseeing thatthe Fund’s accounting and financial reporting process, the system of internal controls, audit process and evaluating and appointing independent auditors (subject also to Board approval). The Audit Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’Fund’s website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund’s webpage). Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson, all of whom are “independent directors” within the meaning of the listing rules of the primary national securities exchange on which the Funds’Fund’s shares are listed for trading, serve on the Audit Committee. Mr. Kadlec and Mr. Keith have each been determined to qualify as an “Audit Committee Financial Expert” as such term is defined in Form N-CSR. The number of meetings ofDuring the Fund’s last fiscal year, the Audit Committee held for each Fund during its last fiscal year is shown in Schedule 1 hereto.seven meetings.

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In carrying out its responsibilities, as described below under “Independent Auditors’ Fees—Pre-Approval, the Audit Committee pre-approves all audit services and permitted non-audit services for eachthe Fund (including the fees and terms thereof) and non-audit services to be performed for the Advisor by Deloitte & Touche LLP (“Deloitte & Touche”), the Funds’Fund’s independent registered public accounting firm (“independent auditors”), if the engagement relates directly to the operations and financial reporting of the Funds.Fund.

During eachthe Fund’s last fiscal year, each Trustee 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 period for which the Trustee was a trustee.Trustee.

Risk Oversight

As part of the general oversight of eachthe Fund, the Board is involved in the risk oversight of the Funds.Fund. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’Fund’s risks. Oversight of investment and compliance risk, including oversight of sub-advisors, is performed primarily at the Board level in conjunction with the Advisor’s advisory oversight group and the Funds’Fund’s Chief Compliance Officer (“CCO”). Oversight of other risks also occurs at the committee level. The Advisor’s advisory oversight group reports to the Board at quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance as well as information related to sub-advisors and their operations and processes. The Board reviews reports on the Funds’Fund’s and the service providers’ compliance policies and procedures at each quarterly Board meeting and receives an annual report from the CCO regarding the operations of the Funds’Fund’s and the service providers’ compliance programs. In addition, the Independent Trustees meet privately each quarter with the CCO. The Audit Committee reviews, with the Advisor and the Funds’Fund’s independent auditors, the Fund’s major financial risk exposures and the steps the Advisor has taken to monitor and control these exposures, including the Funds’Fund’s risk assessment and risk management policies and guidelines. The Audit Committee also, as appropriate, reviews in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. The Nominating and Governance Committee monitors all matters related to the corporate governance of the Funds.Fund. The Valuation Committee monitors valuation risk and compliance with the Funds’ Valuation Procedures and oversees the pricing services and actions by the Advisor’s Pricing Committee with respect to the valuation of portfolio securities.performance as Valuation Designee.

Not all risks that may affect the FundsFund can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the FundsFund or the Advisor or other service providers. For instance, as the use of Internet technology has become more prevalent, the FundsFund and theirits service providers have become more susceptible to potential operational risks through breaches in cyber security (generally, intentional and unintentional events that may cause athe Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity). There can be no guarantee that any risk management systems established by the Funds, theirFund, its service providers, or issuers of the securities in which the Funds investFund invests to reduce cyber security risks will succeed, and the FundsFund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the FundsFund and/or theirits shareholders. Moreover, it is necessary to bear certain risks (such as investment related risks) to achieve athe Fund’s goals. As a result of the foregoing and other factors, the Funds’Fund’s ability to manage risk is subject to substantial limitations.

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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, and the Qualification Requirements set forth in the By-Laws.

The Nominating and Governance Committee unanimously determined to recommend the nomination of Denise M. Keefe, who was appointed as a Trustee to the First Trust Funds in 2021 following a thorough selection process by the Trustees, and Robert F. Keith, who has served as a Trustee to the First Trust Funds since 2006. The Board received and reviewed the recommendation of the Nominating and Governance Committee and unanimously determined to nominate Ms. Keefe and Mr. Keith for election as Class I Trustees by shareholders of the Fund for a three-year term.

Listed below for each nomineeBoard 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 nomineeBoard Nominee and each continuing Trustee should serve as a trustee.Trustee. In addition, each nomineeBoard Nominee and continuing Trustee meets the applicable Qualification Requirements set forth in the By-Laws.

Board Nominees

Independent Trustee

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 as President and Chief Executive Officer of Dew Learning LLC from June 2012 to September 2014. Mr. Nielson formerly served as President of Covenant College (2002 – 2012), and as a partner and trader (of options and futures contracts for hedging options) for Ritchie Capital Markets Group (1996 – 1997), where he held an administrative management position at this proprietary derivatives trading company. He also held prior positions in new business development for ServiceMaster Management Services Company, and in personnel and human resources for NationsBank of North Carolina, N.A. and Chicago Research and Trading Group, Ltd. (“CRT”). His international experience includes serving as a director of CRT Europe, Inc. for two years, directing out of London all aspects of business conducted by the U.K. and European subsidiary of CRT. Prior to that, Mr. Nielson was a trader and manager at CRT in Chicago. Mr. Nielson has served as a Trustee of 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), and Lead Independent Trustee and a member of the Executive Committee (2010 – 2011) of the First Trust Funds. He currently serves as Lead Independent Trustee and on the Executive Committee (since January 1, 2020) and as Chairman of the Dividend Committee (since October 19, 2020) of the First Trust Funds.

Interested Trustee

James A. Bowen is the Chairman of the Board of the First Trust Funds and Chief Executive Officer of First Trust Advisors and First Trust Portfolios L.P. Until January 23, 2012, he served as President and Chief Executive Officer of the First Trust Funds. Mr. Bowen also serves on the Executive Committee. He has over 38 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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Continuing Trustees

Independent Trustees

Richard E. Erickson, M.D., is an orthopedic surgeon with Edward-Elmhurst Medical Group. He was previously President of Wheaton Orthopedics, a co-owner and director of a fitness center and a limited partner of two real estate companies. Dr. Erickson has served as a Trustee of 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), Chairman of the Nominating and Governance Committee (2003 – 2007 and 2014 – 2016), Chairman of the Valuation Committee (June 2006 – 2007 and 2010 – 2011) and Chairman of the Audit Committee (2012 – 2013) of the First Trust Funds. He currently serves as Chairman of the Valuation Committee (since January 1, 2020) of the First Trust Funds.

Thomas R. Kadlec is President of ADM Investor Services Inc. (“ADMIS”), a futures commission merchant and wholly-owned subsidiary of the Archer Daniels Midland Company (“ADM”). Mr. Kadlec has been employed by ADMIS and its affiliates since 1990 in various accounting, financial, operations and risk management capacities. Mr. Kadlec serves on the boards of several international affiliates of ADMIS and served as a member of ADM’s Integrated Risk Committee from 2008 – 2018, which was tasked with the duty of implementing and communicating enterprise-wide risk management. In 2014, Mr. Kadlec was elected to the board of the Futures Industry Association. In 2017, Mr. Kadlec was elected to the board of the National Futures Association. Mr. Kadlec has served as a Trustee of 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) and Chairman of the Nominating and Governance Committee (2012 – 2013) of the First Trust Funds. He currently serves as Chairman of the Audit Committee (since January 1, 2020) of the First Trust Funds.

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.

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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’s expansion of its Management Services division into Europe, the Middle East and Asia. Mr. Keith has served as a Trustee of the Fund since its inception and 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 Dividend Committee and on the Executive Committee (each since January 1, 2023) of the First Trust Funds.

Continuing Trustees

Independent Trustees

Richard E. Erickson, M.D., is an orthopedic surgeon with Edward-Elmhurst Medical Group. He was previously President of Wheaton Orthopedics, a co-owner and director of a fitness center and a limited partner of two real estate companies. Dr. Erickson has served as a Trustee of the 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 – 2022), Chairman of the Nominating and Governance Committee (2003  –  2007 and 2014 – 2016), Chairman of the Valuation Committee (June 2006 – 2007, 2010  – 2011 and 2020 – 2022) and Chairman of the Audit Committee (2012 – 2013) of the First Trust Funds. He currently serves as Chairman of the Audit Committee (since January 1, 2023) of the First Trust Funds.

Thomas R. Kadlec was previously President of ADM Investor Services Inc. (“ADMIS”), a futures commission merchant and wholly-owned subsidiary of the Archer Daniels Midland Company (“ADM”) from 2010 to July 2022. Mr. Kadlec was employed by ADMIS and its affiliates since 1990 in various accounting, financial, operations and risk management capacities. Mr. Kadlec served on the boards of several international affiliates of ADMIS until July 2022 and served as a member of ADM’s Integrated Risk Committee from 2008 – 2018, which was tasked with the duty of implementing and communicating enterprise-wide risk management. From 2014 to 2022, Mr. Kadlec was on 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 the 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 and 2020 – 2022) and Chairman of the Nominating and Governance Committee (2012 – 2013) of the First Trust Funds. He currently serves as Chairman of the Nominating and Governance Committee (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 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 the President and Chief Executive Officer of Dew Learning LLC from 2012 to 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”). 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 the 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 and a member of the Executive Committee (2010 – 2011 and 2020 – 2022) of the First Trust Funds. He currently serves on the Executive Committee (since January 1, 2020), the Dividend Committee (since October 19, 2020) and as Chairman of the Valuation Committee (since January 1, 2023) of the First Trust Funds.

Interested Trustee

James A. Bowen is the Chairman of the Board of the First Trust Funds and Chief Executive Officer of First Trust Advisors and First Trust Portfolios L.P. Until January 23, 2012, he served as President and Chief Executive Officer of the First Trust Funds. Mr. Bowen also serves on the Executive Committee. He has over 39 years of experience in the investment company business in sales, sales management and executive management. Mr. Bowen has served as a Trustee of the Fund since its inception and of the First Trust Funds since 1999.

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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Executive Officers

The executive officers of eachthe Fund hold the same positions with each fund in the First Trust Fund Complex (representing 217225 portfolios) as they hold with the Funds.

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Fund.

Beneficial Ownership of Shares Held in the FundsFund by Trustees and Executive Officers

The following table sets forth the dollar range and number of equity securities beneficially owned by the Trustees in eachthe Fund and the dollar range of equity securities beneficially owned by the Trustees in all funds in the First Trust Fund Complex, including the Funds,Fund, as of December 31, 2021:

2022:

 Interested
Trustee
 Independent
Trustees
FundJames A. BowenRichard E. EricksonThomas R. Kadlec

Denise M. Keefe1

Robert F. KeithNiel B. Nielson
Macquarie/First Trust Global Infrastructure/
Utilities Dividend & Income Fund
$0
(0 Shares)
$10,001-$50,000
(1,301 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(2,044 Shares)
First Trust Energy Income and Growth Fund$0
(0 Shares)
$1-$10,000
(707 Shares)
$10,001-$50,000
(856 Shares)
$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(978 Shares)
First Trust Enhanced Equity Income Fund$50,001-$100,000
(4,003 Shares)
$10,001-$50,000
(513 Shares)
$10,001-$50,000
(978 Shares)
$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(708 Shares)
First Trust/Aberdeen Global Opportunity Income Fund$0
(0 Shares)
$10,001-$50,000
(2,316 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(1,498 Shares)
First Trust Mortgage
Income Fund
$0
(0 Shares)
$0
(0 Shares)
$1-$10,000
(715 Shares)
$0
(0 Shares)
$0
(0 Shares)
$1-$10,000
(689 Shares)
First Trust/Aberdeen Emerging Opportunity Fund$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(1,238 Shares)
$0
(0 Shares)
$1-$10,000
(600 Shares)
$1-$10,000
(454 Shares)
First Trust Specialty Finance and Financial Opportunities Fund$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
First Trust High Income Long/Short FundOver $100,000
(7,025 Shares)
$0
(0 Shares)
$10,001-$50,000
(1,180 Shares)
$0
(0 Shares)
$0
(0 Shares)
$1-$10,000
(351 Shares)
First Trust Energy Infrastructure Fund$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
First Trust MLP and Energy Income Fund$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
First Trust Intermediate Duration Preferred & Income Fund$0
(0 Shares)
$0
(0 Shares)
$10,001-$50,000
(1,133 Shares)
$0
(0 Shares)
$10,001-$50,000
(512 Shares)
$0
(0 Shares)
First Trust New Opportunities MLP & Energy Fund$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
$0
(0 Shares)
First Trust Dynamic Europe Equity IncomeThe FundOver $100,000
(157,808 Shares)
$0
(0 Shares)
$10,001-$50,000
(2,0282,159 Shares)
$010,001-$50,000
(01,500 Shares)
$10,001-$50,000
(1,650 Shares)
$10,001-$50,000
(3,000 Shares)
Aggregate Dollar Range of Equity Securities in allAll Registered Investment Companies in the First Trust Fund Complex Overseen by TrusteeOver $100,000Over $100,000Over $100,000$0Over $100,000Over $100,000Over $100,000

1 Ms. Keefe was appointed to the Board of each Fund effective November 1, 2021.

-22- 

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’s annual retainer for Board service, with investments allocated among the funds in the First Trust Fund Complex depending on what is suitable for the Trustee’s personal investment needs.

As of December 31, 2021,2022, the Independent Trustees and their immediate family members did not own, beneficially or of record, any class of securities of First Trust Advisors or any sub-advisor or principal underwriter of anythe Fund or any person, other than a registered investment company, directly or indirectly controlling, controlled by, or under common control with First Trust Advisors or any sub-advisor or principal underwriter of anythe Fund, nor, since the beginning of the most recently completed fiscal year of anythe Fund, did any Independent Trustee purchase or sell securities of First Trust Advisors, or any sub-advisor to any fund in the First Trust Fund Complex, their parents or any subsidiaries of any of the foregoing.

-19- 

As of December 31, 2021,2022, the Trustees and executive officers of eachthe Fund as a group beneficially owned the following number of166,117 Shares of eachthe Fund, which is less than 1% of eachthe Fund’s Shares outstanding:outstanding.

FundShares Owned
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund3,345
First Trust Energy Income and Growth Fund2,541
First Trust Enhanced Equity Income Fund6,202
First Trust/Aberdeen Global Opportunity Income Fund3,814
First Trust Mortgage Income Fund1,404
First Trust/Aberdeen Emerging Opportunity Fund2,292
First Trust Specialty Finance and Financial Opportunities Fund0
First Trust High Income Long/Short Fund8,756
First Trust Energy Infrastructure Fund0
First Trust MLP and Energy Income Fund0
First Trust Intermediate Duration Preferred & Income Fund1,645
First Trust New Opportunities MLP & Energy Fund0
First Trust Dynamic Europe Equity Income Fund164,486

Compensation

Effective January 1, 2020,2023, the fixed annual retainer paid to the Independent Trustees is $255,000$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. 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 ChairsChair of the Audit Committee oris paid $25,000 annually, the Chair of the Valuation Committee are eachis paid $20,000 annually and the Chair of the Nominating and Governance Committee is paid $10,000$20,000 annually to serve in such capacities with compensation allocated pro rata among each fund in the First Trust Fund Complex based on its net assets. Trustees are also reimbursed by the funds in the First Trust Fund Complex for travel and out-of-pocket expenses incurred in connection with all meetings. Each Committee Chair and the Lead Independent Trustee rotate every three years.

-23- 

The number of Board meetings held by each Fund during itsDuring the Fund’s last fiscal year, is shown in Schedule 1 hereto.the Board held 11 meetings.

The aggregate fees and expenses paid to all Trustees by eachthe Fund for its last fiscal year (including reimbursement for travel and out-of-pocket expenses) amounted to the following:$18,479.

FundAggregate Fees and Expenses Paid
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund$15,228
First Trust Energy Income and Growth Fund$15,339
First Trust Enhanced Equity Income Fund$16,142
First Trust/Aberdeen Global Opportunity Income Fund$15,972
First Trust Mortgage Income Fund$15,213
First Trust/Aberdeen Emerging Opportunity Fund$15,956
First Trust Specialty Finance and Financial Opportunities Fund$15,210
First Trust High Income Long/Short Fund$15,515
First Trust Energy Infrastructure Fund$15,319
First Trust MLP and Energy Income Fund$15,389
First Trust Intermediate Duration Preferred & Income Fund$16,092
First Trust New Opportunities MLP & Energy Fund$15,266
First Trust Dynamic Europe Equity Income Fund$16,055

The following table sets forth certain information regarding the compensation of eachthe Fund’s Trustees (including reimbursement for travel and out-of-pocket expenses) for eachthe Fund’s most recently completed fiscal year. The Funds haveFund has no retirement or pension plans. The executive officers and the Interested Trustee of eachthe Fund receive no compensation from the FundsFund for serving in such capacities.

Trustee Compensation

 

 Interested
Trustee
Independent
Trustees
FundJames A. BowenRichard E. EricksonThomas R. KadlecDenise M. Keefe1Robert F. KeithNiel B. Nielson
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund2$0$3,807$3,807$0$3,801$3,814
First Trust Energy Income and Growth Fund2$0$3,835$3,835$0$3,814$3,855
First Trust Enhanced Equity Income Fund3$0$3,805$3,805$923$3,776$3,834
First Trust/Aberdeen Global Opportunity Income Fund3$0$3,762$3,762$923$3,755$3,770
First Trust Mortgage Income Fund4$0$3,803$3,803$0$3,799$3,808
First Trust/Aberdeen Emerging Opportunity Fund3$0$3,758$3,758$923$3,753$3,764

-24- 

 Interested
Trustee
Independent
Trustees
FundJames A. BowenRichard E. EricksonThomas R. KadlecDenise M. Keefe1Robert F. KeithNiel B. Nielson
First Trust Specialty Finance and Financial Opportunities Fund2$0$3,803$3,803$0$3,798$3,807
First Trust High Income Long/Short Fund4$0$3,879$3,879$0$3,836$3,921
First Trust Energy Infrastructure Fund2$0$3,830$3,830$0$3,812$3,848
First Trust MLP and Energy Income Fund4$0$3,847$3,847$0$3,821$3,874
First Trust Intermediate Duration Preferred & Income Fund4$0$4,023$4,023$0$3,909$4,138
First Trust New Opportunities MLP & Energy Fund4$0$3,816$3,816$0$3,805$3,828
First Trust Dynamic Europe Equity Income Fund3$0$3,783$3,783$923$3,765$3,801
Total Compensation for Serving the First Trust
Fund Complex5
$0$509,393$509,393$125,813$499,393$519,393

 Interested
Trustee
Independent
Trustees
FundJames A. BowenRichard E. EricksonThomas R. KadlecDenise M. KeefeRobert F. KeithNiel B. Nielson
The Fund1$0$3,702$3,702$3,670$3,686$3,718
Total Compensation for Serving the First Trust Fund Complex2$0$523,750$524,280$504,158$514,231$533,750
1Ms. Keefe was appointed to the Board of each Fund and the other First Trust Funds effective November 1, 2021.
2For fiscal year ended November 30, 2021.
3For fiscal year ended December 31, 2021.
4For fiscal year ended October 31, 2021.2022.
52For the calendar year ended December 31, 20212022 for services to threefour portfolios of First Trust Series Fund and five portfolios of First Trust Variable Insurance Trust, open-end funds; 1615 closed-end funds; and 195201 series of the ETF Trusts. Compensation includes, with respect to certain ETFs, compensation paid by the Advisor rather than by the ETF directly pursuant to the terms of the advisory agreement between the applicable ETF Trust and the Advisor.

-20- 

Attendance at Annual Meetings of Shareholders

EachThe Fund’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’Fund’s Nominating and Governance Committee Charter, which is available on eachthe Fund’s website located at https://www.ftportfolios.com(go (go to News & Literature on the applicable Fund’s webpage). In addition, for each Fund, the attendance of the Board of Trustees at last year’s annual shareholder meeting is available on suchthe Fund’s website located at https://www.ftportfolios.com. To find the Board of Trustees’ attendance, select yourthe Fund under the “Closed-End Funds” tab, select the “News & Literature” link, and go to the “Shareholder Updates and Information” heading.

Audit Committee Report

The role of the Audit Committee is to assist the Board of Trustees in its oversight of the Funds’Fund’s accounting and financial reporting process. The Audit Committee operates pursuant to a charter (the “Charter”) that was most recently reviewed by the Board of Trustees on December 6, 2021,11, 2022, a copy of which is available on eachthe Fund’s website located at https://www.ftportfolios.com (go to News & Literature on the Fund’s webpage). As set forth in the Charter, management of the FundsFund has the primary responsibility for establishing and maintaining systems for accounting, reporting, disclosure and internal controls. The Funds’Fund’s independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls.

-25- 

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 High Income Long/Short Fund, the First Trust MLP and Energy Income Fund, the First Trust Intermediate Duration Preferred & Income Fund and the First Trust New Opportunities MLP & Energy Fund for the fiscal year ended October 31, 2021 at a meeting held on December 20, 2021; the Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund, the First Trust Energy Income and Growth Fund, the First Trust Specialty Finance and Financial Opportunities Fund and the First Trust Energy Infrastructure Fund for the fiscal year ended November 30, 2021 at a meeting held on January 24, 2022; 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, 20212022 at a meeting held on February 22, 2022,15, 2023, and discussed the auditsaudit 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 FundsFund 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”) Auditing Standard 1301, Communications with Audit Committees. The Audit Committee also received from the independent auditors the written disclosures and letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, delineating relationships between the independent auditors and the Funds,Fund, and discussed the impact that any such relationships may have on the objectivity and independence of the independent auditors.

The members of the Funds’Fund’s Audit Committee are not full-time employees of the FundsFund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Funds’Fund’s Audit Committee necessarily rely on the information provided to them by Fund management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Funds’Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the independent auditors are in fact “independent.”

-21- 

Based on its consideration of the Funds’Fund’s audited financial statements and the discussions referred to above with Fund management and Deloitte & Touche LLP, and subject to the limitations on the responsibilities and role of the Audit Committee as set forth in the Charter and discussed above, the Audit Committee recommended to the Board the inclusion of eachthe Fund’s audited financial statements in eachthe Fund’s Annual Report to Shareholders for the yearsyear ended October 31, November 30 and December 31, 2021, respectively.

2022.

Submitted by the Audit Committee of the Funds:Fund:

Richard E. Erickson

Thomas R. Kadlec

Richard E. Erickson

Denise M. Keefe

Robert F. Keith

Niel B. Nielson

-26- 

Independent Auditors’ Fees

Deloitte & Touche has been selected to serve as the independent auditors for eachthe Fund for its current fiscal year, and acted as the independent auditors for eachthe Fund for its most recently completed fiscal year. Deloitte & Touche has advised the FundsFund that, to the best of its knowledge and belief, Deloitte & Touche professionals did not have any direct or material indirect ownership interest in the FundsFund inconsistent with independent professional standards pertaining to independent registered public accounting firms. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence. In reliance on Rule 32a-4 under the 1940 Act, eachthe Fund is not seeking shareholder ratification of the selection of Deloitte & Touche as independent auditors.

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has billed eachthe Fund and the Advisor for the fees set forth below. With respect to First Trust Intermediate Duration Preferred & Income Fund, fees billed for services to Stonebridge Advisors LLC (“Stonebridge”), such Fund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.

 

 Audit Fees1Audit-Related
Fees
Tax
Fees
2
All Other
Fees
Fees Billed To:20202021202020212020202120202021
Macquarie/First Trust Global Infrastructure/ Utilities Dividend & Income Fund3
   Fund
   Advisor

$49,000

N/A

$49,000

N/A

$0
$0
$0
$0

$17,872

$0

$18,071

$0

$0
$0
$0
$0

First Trust Energy Income and Growth Fund3
   Fund

   Advisor

$57,000

N/A

$57,000

N/A

$0
$0
$0
$0

$42,100

$0

$42,164

$0

$0
$0
$0
$0

First Trust Enhanced Equity Income Fund4
   Fund

   Advisor

$38,000

N/A

$38,000

N/A

$0
$0
$0
$0

$5,263

$0

$5,287

$0

$0
$0
$0
$0

First Trust/Aberdeen Global Opportunity Income Fund4

   Fund

   Advisor

$53,000

N/A

$53,000

N/A

$0

$0

$0

$0

$5,200

$0

$5,200

$0

$0

$0

$0

$0

First Trust Mortgage Income Fund5
   Fund

   Advisor

$45,000

N/A

$45,000

N/A

$0
$0
$0
$0

$18,257

$0

$17,072

$0

$0
$0
$0
$0

First Trust/Aberdeen Emerging Opportunity Fund4
    Fund

    Advisor

$53,000

N/A

$53,000

N/A

$0
$0
$0
$0

$5,725

$0

$6,050

$0

$0
$0
$0
$0

First Trust Specialty Finance and Financial Opportunities Fund3
   Fund

   Advisor

$42,000

N/A

$42,000

N/A

$0
$0
$0
$0

$5,200

$0

$5,200

$0

$0
$0
$0
$0

-27- 

 Audit Fees1Audit-Related
Fees
Tax
Fees
2
All Other
Fees
Fees Billed To:20202021202020212020202120202021

First Trust High Income Long/Short Fund5

   Fund
   Advisor

$52,000

N/A

$52,000

N/A

$0
$0
$0
$0

$5,609

$0

$5,200

$0

$0
$0
$0
$0

First Trust Energy Infrastructure Fund3

   Fund
   Advisor

$44,000

N/A

$44,000

N/A

$0
$0
$0
$0

$6,390

$0

$6,474

$0

$0
$0
$0
$0

First Trust MLP and Energy Income Fund5
   Fund

   Advisor

$57,000

N/A

$57,000

N/A

$0
$0
$0
$0

$42,166

$0

$42,174

$0

$0
$0
$0
$0

First Trust Intermediate Duration Preferred & Income Fund5
    Fund

    Advisor

    Sub-Advisor

$28,000

N/A

N/A

$28,000

N/A

N/A

$0
$0
$0
$0
$0
$0

$16,295

$0

$0

$14,273

$0

$0

$0
$0
$0
$0
$0
$0

First Trust New
Opportunities MLP & Energy Fund
5
   Fund

   Advisor

$57,000

N/A

$57,000

N/A

$0
$0
$0
$0

$42,158

$0

$42,164

$0

$0
$0
$0
$0

First Trust Dynamic Europe Equity Income Fund4

   Fund

   Advisor

$39,500

N/A

$39,500

N/A

$0
$0
$0
$0

$61,976

$0

$27,634

$0

$0
$0
$0
$0

 Audit Fees1Audit-Related
Fees
Tax
Fees
2
All Other
Fees
Fees Billed To:20212022202120222021202220212022

 

Fund

Advisor

$39,500

N/A

$41,500

N/A

$0
$0
$0
$0

$27,634

$0

$39,000

$0

$0
$0
$0
$0
1These fees were the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements.

2 These fees were for tax consultation and/or tax return preparation and/or professional services rendered for PFIC (Passive Foreign Investment Company) Identification Services.

3These fees were for the fiscal years ended November 30.
4These fees were for the fiscal years ended December 31.
5These fees were for the fiscal years ended October 31.

Non-Audit Fees

During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has billed eachthe Fund and the Advisor for the non-audit fees listed below for services provided to the entities indicated. With respect to First Trust Intermediate Duration Preferred & Income Fund, non-audit fees billed for services provided to Stonebridge, such Fund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.

-22- 

Aggregate Non-Audit Fees

 

Fees Billed To:20202021
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund1
   Fund
   Advisor
$17,872
$23,2004
$18,071
$16,5007`
First Trust Energy Income and Growth Fund1
   Fund
   Advisor
$42,100
$23,2004
$42,164
$16,5007
First Trust Enhanced Equity Income Fund2
   Fund
   Advisor
$5,263
$23,2004
$5,287
$16,5007
First Trust/Aberdeen Global Opportunity Income Fund2
  
Fund
  Advisor
$5,200
$23,2004
$5,200
$16,5007

-28- 

Fees Billed To:20202021
First Trust Mortgage Income Fund3
   Fund
   Advisor
$18,257
$70,3705
$17,072
$16,5007
First Trust/Aberdeen Emerging Opportunity Fund2
   Fund
   Advisor
$5,725
$23,2004
$6,050
$16,5007
First Trust Specialty Finance and Financial Opportunities Fund1
   Fund
   Advisor
$5,200
$23,2004
$5,200
$16,5007
First Trust High Income Long/Short Fund3
   Fund
   Advisor
$5,609
$70,3705
$5,200
$16,5007
First Trust Energy Infrastructure Fund1
   Fund
   Advisor
$6,390
$23,2004
$6,474
$16,5007
First Trust MLP and Energy Income Fund3
   Fund
   Advisor
$42,166
$70,3705
$42,174
$16,5007
First Trust Intermediate Duration Preferred & Income Fund3
   Fund
   Advisor
   Sub-Advisor
$16,295
$70,3705
$18,0006
$14,273
$16,5007
$4,0007
First Trust New Opportunities MLP & Energy Fund3
   Fund
   Advisor
$42,158
$70,3705
$42,164
$16,5007
First Trust Dynamic Europe Equity Income Fund2
   Fund
   Advisor
$61,976
$23,2004
$27,634
$16,5007

Fees Billed To:20212022

   Fund
   Advisor
$27,634
$16,5001

 

$39,000

$0

1 These fees were for the fiscal years ended November 30.

2 These fees were for the fiscal years ended December 31.

3 These fees were for the fiscal years ended October 31.

4 These fees relate to 2019 federal and state tax matters and consulting fees.

5 These fees relate to 2018 and 2019 federal and state tax matters and professional fees related to the First Trust Security Assessment Project.

6 These fees relate to 2018 and 2019 federal and state tax matters and consulting fees.

7These fees relate to 2020 federal and state tax matters and consulting fees.

Pre-Approval

Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee of eachthe Fund is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for eachthe Fund by its independent auditors. The 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’ 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,Fund, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditors have provided non-audit services to the Advisor or any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to its policies, the Audit Committee will consider whether the provision of such non-audit services is compatible with the auditors’ independence.

-29- 

None of the Audit Fees, Audit-Related Fees, Tax Fees, or All Other Fees, if any, or the Aggregate Non-Audit Fees disclosed above that were required to be pre-approved by the Audit Committee pursuant to its Pre-Approval Policy were pre-approved by the Audit Committee pursuant to the pre-approval exceptions included in Regulation S-X.

Because the Audit Committee has not been informed of any such services, the Audit Committee of eachthe Fund has not considered whether the provision of non-audit services that were rendered to the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

-23- 

Additional Information

Solicitation of Proxies and Expense of Proxy Solicitation

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees of the Fund. In connection with the Meeting, in December 2022, the Fund received a notice (the “Notice”) from Mr. Phillip Goldstein (the “Proponent”), one of the owners of Bulldog Investors, LLP (previously defined as “Bulldog”), regarding a nomination of two individuals to be submitted for election as trustees (each a “Bulldog Purported Nominee” and collectively, the “Bulldog Purported Nominees”) of the Fund at the Meeting. As noted below in “Shareholder Proposals—Other Shareholder Proposals,” the By-Laws include requirements for providing proper notice to the Fund of such matters. After due consideration, evaluation and consultation with legal counsel, the Fund’s Board of Trustees determined that the Notice was materially deficient and did not meet numerous of the requirements set forth in the Fund’s By-Laws. For example, the Notice failed to provide, among other requirements, all information regarding the Bulldog Purported Nominees that would be required by various rules and forms under the federal securities laws to be provided in a proxy statement, as required by the By-Laws. As a result, the Board determined that the nominations of the Bulldog Purported Nominees will be disregarded, that both Bulldog Purported Nominees are deemed ineligible to be elected at the Meeting and that any votes submitted for a Bulldog Purported Nominee at the Meeting will not be counted. The Fund subsequently informed the Proponent of the foregoing determinations. Nevertheless, on February 6, 2023, Bulldog filed preliminary proxy materials with the SEC to solicit proxies to elect the Bulldog Purported Nominees (the “Bulldog Preliminary Proxy Filing”). Shareholders may receive solicitation materials from Bulldog, the Proponent or their respective affiliates or representatives, including a proxy statement and a proxy card that will be a color other than white, and are urged to disregard any such materials received. Shareholders should NOT send back a proxy card that is any color other than white as this will cancel out any votes previously submitted for the Board Nominees on the Fund’s WHITE proxy card. The Fund is not responsible for any information contained in any materials that shareholders may receive from Bulldog, the Proponent or their respective affiliates or representatives or for any other statements any of them may make. As indicated above, the Board has determined that the Bulldog Purported Nominees are ineligible to be elected at the Meeting and that any votes submitted for a Bulldog Purported Nominee at the Meeting will not be counted.

The expense of preparing, printing and mailing the enclosed WHITE proxy card, the accompanying notice and this Proxy Statement, and all other costs incurred in connection with the solicitation of proxies to be voted at the Meeting, will be borne by the Fund. The Fund will also reimburse brokerage firms and others for their expenses in forwarding proxy solicitation materials to the person(s) for whom they hold Shares of the Fund. Notwithstanding that the Proponent was informed by the Fund that nominations of the Bulldog Purported Nominees would be disregarded at the Meeting and that any votes submitted for a Bulldog Purported Nominee would not be counted, in light of the Bulldog Preliminary Proxy Filing, the Fund may be forced to incur additional costs in connection with its solicitation of proxies. Although no precise estimate can be made at the present time, the Fund currently estimates that the total expenditures relating to the Fund’s proxy solicitation (excluding salaries and wages of officers of the Fund and officers and employees of the Advisor and its affiliates) will be approximately $425,000, of which approximately $0 has been incurred as of the date hereof. Certain officers of the Fund and certain officers and employees of the Advisor or its affiliates (none of whom will receive additional compensation therefor), may solicit proxies personally or by mail, telephone or electronic communication. The Fund has retained AST Fund Solutions, LLC (“AST”), 48 Wall Street—22nd Floor, New York, New York 10005, to provide proxy solicitation and tabulation services, as well as certain related services, and will pay AST a project management fee as well as certain other expenses. AST has advised the Fund that it expects that up to approximately 45 of its employees will be involved in the solicitation of proxies by AST on behalf of the Fund. The total cost of proxy solicitation services by AST is estimated at up to approximately $168,300, plus out-of-pocket expenses.

-24- 

Additional Information about the Solicitation

Appendix A to this Proxy Statement sets forth certain information relating to the Fund’s Trustees and executive officers and certain other individuals who may be deemed to be “participants” in the solicitation of proxies.

Shareholder Proposals

Shareholder Proposals for Inclusion in athe Fund’s Proxy Statement. To be considered for presentation at the 20232024 annual meeting of shareholders of athe Fund and included in the Fund’s proxy statement relating to such meeting, a shareholder proposal must be submitted pursuant to Rule 14a-8 under the 1934 Act (“Rule 14a-8”) and must be received at the principal executive offices of the applicable Fund not later than November 21, 2022.6, 2023. However, timely submission of a proposal does not mean that such proposal will be included in athe Fund’s proxy statement.

Other Shareholder Proposals. In addition to any requirements under applicable law (including without limitation the proxy rules under the 1934 Act) and the applicableFund’s Declaration of Trust, under the Funds’Fund’s 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 athe Fund if, among other requirements, the proposing shareholder would be entitled to vote on the proposal and timely written notice (the “Shareholder Notice”) is provided to the Secretary of the Fund. In accordance with the advance notice provisions included in the Funds’Fund’s By-Laws, unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the applicable Fund’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’s proxy statement was released to shareholders for the preceding year’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 Annual Meeting 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.

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In order for a shareholder to properly propose a nominee for election to the Board of Trustees of athe 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 eachthe Fund with the SEC on October 20, 2020, which is available at www.sec.gov, and may also be obtained by writing to the Secretary of the applicable Fund at suchthe Fund’s principal executive offices. Any shareholder of athe Fund considering making a nomination or submitting any other proposal should carefully review the By-Laws.

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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 athe Fund’s Shares in a “Control Share Acquisition” (as defined below) 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 athe 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 athe Fund in a Control Share Acquisition should carefully review the By-Laws (copies of which are available as indicated above). The Fund understands that a federal district court in New York and a Massachusetts state court have recently found that control share acquisition provisions of other Massachusetts business trusts that may be similar in certain respects, but not identical, to the Control Share Provisions are not consistent with the 1940 Act. However, the final outcome of these two court cases is not yet known.

Shareholder Communications

Shareholders of athe Fund who want to communicate with the Board of Trustees or any individual Trustee should write the Fund to the attention of the Fund Secretary, W. Scott Jardine. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Trustee and so indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the Chair 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.

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Investment Advisor, Sub-Advisors, AdministratorsSub-Advisor, Administrator and Transfer AgentsAgent

First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, serves as eachthe Fund’s investment advisor. First Trust Advisors is also responsible for providing certain clerical, bookkeeping and other administrative services to eachthe Fund and also provides fund reporting services to eachthe Fund for a flat annual fee. Delaware Investments Fund Advisers, 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106-2354 serves asFirst Trust Advisors is a limited partnership with one limited partner, Grace Partners of DuPage L.P. (“Grace Partners”), and one general partner, The Charger Corporation. Grace Partners is a limited partnership with one general partner, The Charger Corporation, and a number of limited partners. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, the investment sub-advisor to Macquarie/Chief Executive Officer of First Trust Global Infrastructure/Utilities Dividend & IncomeAdvisors and the sole Interested Trustee of the Fund. Energy Income Partners, LLC, 10 Wright Street, Westport, Connecticut 06880, serves asMr. Bowen owns a limited partnership interest in Grace Partners. In addition, certain officers of the investment sub-advisor to First Trust Energy Income and Growth Fund, First Trust Energy Infrastructure Fund, First Trust MLP and Energy Income Fund and First Trust New Opportunities MLP & Energy Fund. An affiliatecertain officers and employees of the Advisor owns an interestand its affiliates hold limited partnership interests 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. abrdn 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. MacKay Shields LLC, 1345 Avenue of the Americas, 43rd Floor, New York, New York 10105, serves as the investment sub-advisor to First Trust High Income Long/Short Fund. Stonebridge Advisors LLC, 10 Westport Road, Suite C101, Wilton, Connecticut 06897, serves as the investment sub-advisor to First Trust Intermediate Duration Preferred & Income Fund. An affiliate of the Advisor owns a majority interest in Stonebridge Advisors LLC. Grace Partners.

Janus Henderson Investors US LLC, 151 Detroit Street, Denver, Colorado 80206, serves as the investment sub-advisor to First Trust Dynamic Europe Equity Income Fund.

The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, acts as the administrator, fund accountant and custodian to each Fund except for First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Income Fund. Brown Brothers Harriman & Co., 50 Post Office Square, Boston, Massachusetts 02110, acts as the administrator, fund accountant and custodian to First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Incomethe Fund. Computershare, Inc., P.O. Box 505000, Louisville, Kentucky 40233-5000,40233, acts as the transfer agent to eachthe Fund.

DelinquentSection 30(h) and Section 16(a) ReportsBeneficial Ownership Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Funds’Fund’s Trustees, the Funds’Fund’s officers subject to such provisions, certain persons affiliated with First Trust Advisors and any sub-advisor, and persons who beneficially own more than 10% of athe Fund’s Shares to file reports of ownership and changes of ownership with the SEC. Based upon athe Fund’s review of certain related forms filedfilings with the SEC on Form 4 and certain written representations, eachthe Fund believes that during the fiscal yearsyear ended October 31, 2021, November 30, 2021 and December 31, 2021, as applicable,2022, all such filing requirements applicable to such persons were met except as follows: For each Fund, on August 17, 2021, one late Form 3 was filed for Kelly C. Dehler, an officer of the Advisor. In addition, for each of First Trust/Aberdeen Global Opportunity Income Fund and First Trust/Aberdeen Emerging Opportunity Fund, on July 8, 2021, one late Form 4/A was filed for Ralph Bassett, a director of abrdn Inc. (formerly Aberdeen Standard Investments Inc.), the investment sub-advisor to such Funds.timely met.

Fiscal Year

The fiscal year end for First Trust Mortgage Income Fund, First Trust High Income Long/Short Fund, First Trust MLP and Energy Income Fund, First Trust Intermediate Duration Preferred & Income Fund and First Trust New Opportunities MLP & Energy 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 Incomethe Fund is December 31.

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Delivery of Certain Documents

EachThe Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be made by writing to the Advisor at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or by calling toll-free (800) 988-5891.

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Please note that only one annual or semi-annual report or proxy statement may be delivered to two or more shareholders of athe Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the Advisor at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.

Standstill Agreement Relating to Certain First Trust Closed-End Funds

On December 2, 2020, First Trust/Aberdeen Global Opportunity Income Fund (“FAM”) and 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, First Trust High Income Long/Short 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

No business other than the proposal to elect Mr. BowenMs. Keefe and Mr. NielsonKeith as the Class IIII Trustees of eachthe Fund, as described above, is expected to come before the Meeting, but should any other matter requiringthat is properly presented at the Meeting and requires a vote of shareholders arise, including any question as to an adjournment of the Meeting submitted to shareholders, the persons named on the enclosed WHITE proxy card will vote thereon according to their best judgment in the interests of the Funds.Fund.

March 9, 2022February 28, 2023

 

It Is Important That Proxies Be Returned Promptly.  Shareholders Are Therefore Urgedis important that your Shares be represented at the Meeting.  In order to avoid delay and to ensure that your Shares are represented, please vote as promptly as possible.  You may vote easily and quickly by mail, telephone or via the internet.  To Complete, Sign, Date And Return The Proxy Card As Soon As Possible In The Enclosed Postage-Paid Envelope.vote by mail, please complete and mail your WHITE proxy card in the enclosed postage-paid return envelope.  Alternatively, shareholders may vote by telephone or via the internet by following the instructions on the WHITE proxy card.  Votes submitted for any individuals on any other color proxy card will not be counted with respect to the election of Trustees.  Please do not send back any other color proxy card as this will cancel out any votes previously submitted for the Board Nominees on the Fund’s WHITE proxy card.If you need any assistance, or have any questions regarding the Proposal or how to vote your Shares, please call the Fund’s proxy solicitor, AST Fund Solutions, LLC, at (800) 591-8269, weekdays from 9:00 a.m.  to 10:00 p.m. Eastern Time.

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Appendix A

Information Concerning Participants in the Solicitation

Under applicable SEC rules and regulations, the Trustees and executive officers of the Fund and certain other individuals may be deemed to be “participants” with respect to the Fund’s solicitation of proxies in connection with the Meeting (collectively, the “Participants”). Set forth below is certain information about the Participants.

Trustees

The names of the Trustees are set forth below. The principal occupations of the Trustees are set forth under “Proposal: Election of Two (2) Class I Trustees—Management—Management of the Fund” in this Proxy Statement. The business address of each Trustee is: c/o First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

Independent Trustees:

Richard E. Erickson

Thomas R. Kadlec

Denise M. Keefe (Trustee and Class I Board Nominee)

Robert F. Keith (Trustee and Class I Board Nominee)

Niel B. Nielson

Interested Trustee:

James A. Bowen

Other Participants

The names and information regarding the principal occupations of the executive officers of the Fund and certain other individuals who may be considered “Participants” if any such persons solicit proxies are set forth below. The business address of each such person is: c/o First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

NamePrincipal Occupation
James M. Dykas*
Donald P. Swade*
W. Scott Jardine*
Daniel J. Lindquist*
Kristi A. Maher*
Christopher FallowSenior Vice President, First Trust Portfolios L.P. and First Trust Advisors L.P.
Erin E. KlassmanAssistant General Counsel, First Trust Portfolios L.P. and First Trust Advisors L.P.

* Principal occupation is set forth under “Proposal: Election of Two (2) Class I Trustees— Management—Management of the Fund” in this Proxy Statement.

Information Regarding Ownership of the Fund’s Securities by Participants

Except as set forth under “Proposal: Election of Two (2) Class I Trustees—Management— Beneficial Ownership of Shares Held in the Fund by Trustees and Executive Officers,” none of the Participants owns any securities of the Fund of record or beneficially as of December 31, 2022. Further, none of the Participants owns any securities of the Fund of record that he or she does not also own beneficially.

Information Regarding Transactions in the Fund’s Securities by Participants

Except as set forth below, between February 1, 2021 and January 31, 2023, to the Fund’s knowledge, none of the Participants has engaged in any purchases or sales of the Fund’s securities:

Date of TransactionNameAmount Purchased or Sold
August 16, 2021James A. Bowen6,240 Shares Purchased
August 23, 2021James A. Bowen35,280 Shares Purchased
September 29, 2021Thomas R. Kadlec2,000 Shares Purchased
March 4, 2022Denise M. Keefe750 Shares Purchased
March 7, 2022Denise M. Keefe750 Shares Purchased

Miscellaneous Information Regarding Participants

Except as described in this Appendix A or elsewhere in this Proxy Statement, to the Fund’s knowledge:

1. no Participant beneficially owns, directly or indirectly, any securities of the Fund or any subsidiary of the Fund;

2. no associate of a Participant owns, directly or indirectly, any securities of the Fund;

3. no Participant has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Meeting other than an interest, if any, as a shareholder of the Fund or, with respect to a Board Nominee, as a nominee for Trustee; and

4. no Participant or associate of a Participant has any arrangement or understanding with any person (i) with respect to any future employment by the Fund or any of its affiliates; or (ii) with respect to any future transactions to which the Fund or any of its affiliates will or may be a party.

Except as described in this Appendix A or elsewhere in this Proxy Statement, to the Fund’s knowledge, within the past year, no Participant has been a party to any contract, arrangements or understandings with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.


Except as described in this Appendix A or elsewhere in this Proxy Statement, to the Fund’s knowledge, no Participant or associate of a Participant has had a direct or indirect material interest in any transaction or series of similar transactions since the beginning of the Fund’s last fiscal year or in any currently proposed transactions, to which the Fund was or is to be a participant in which the amount involved exceeded or exceeds $120,000.

In addition, except as described in this Appendix A or elsewhere in this Proxy Statement, and excluding any Trustee or executive officer of the Fund acting solely in that capacity, to the Fund’s knowledge, no person who is a party to an arrangement or understanding pursuant to which a Board Nominee is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Meeting.

 

 

 

 

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Schedule 1

Number of Board and Committee Meetings
Held During Each Fund’s Last Fiscal Year

 

FundBoard
Meetings
Audit
Committee
Meetings

 

Dividend Committee Meetings

Executive
Committee
Meetings
Nominating
and
Governance
Committee
Meetings
Valuation
Committee
Meetings
Macquarie/First Trust Global Infrastructure/ Utilities Dividend & Income Fund1790054
First Trust Energy Income and Growth Fund1790054
First Trust Enhanced Equity Income Fund2790054
First Trust/Aberdeen Global Opportunity Income Fund2790054
First Trust Mortgage Income
Fund
3
790054
First Trust/Aberdeen Emerging Opportunity Fund2790054
First Trust Specialty Finance and Financial Opportunities Fund1790054
First Trust High Income Long/Short Fund3880054
First Trust Energy Infrastructure Fund1790054
First Trust MLP and Energy Income Fund3790054
First Trust Intermediate Duration Preferred & Income Fund3790054
First Trust New Opportunities MLP & Energy Fund3790054
First Trust Dynamic Europe Equity Income Fund279

 

0

054

1 For fiscal year ended November 30, 2021.

2 For fiscal year ended December 31, 2021.

3 For fiscal year ended October 31, 2021.A-3