As filed with the Securities and Exchange Commission on March 24, 2014.
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1933 Act File No. 333-116023
1940 Act File No. 811-21586
U.S. April 8, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuantINFORMATION
Proxy Statement Pursuant to Section 240.14a-12
FIRST TRUST ENHANCED EQUITY INCOME FUND
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(Name14(a) of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than
the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below perSecurities Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement1934 (Amendment No.:
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(3) Filing Party:
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(4) Date Filed:
Filed by the Registrant x | |||
Filed by a Party other than the Registranto | |||
Check the appropriate box: | |||
x | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material under §240.14a-12 | ||
First Trust Enhanced 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
(1) | Title of each class of securities to which transaction applies: | ||
(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: | ||
PRELIMINARY -– DATED MARCH 24, 2014
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST DIVIDEND AND INCOME FUND
AS OF APRIL 8, 2022
First Trust Enhanced Equity Income Fund (FFA)
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOIS
Wheaton, Illinois 60187
April __, 2014
___, 2022
Dear Shareholders:
The accompanying materials relate
I am writing to the Joint Special Meetingsnotify you of Shareholdersan important special meeting (referred to as the "Meeting"“Meeting”) of the shareholders of First Trust Enhanced Equity Income Fund (the “Fund”). The Meeting is scheduled to be held at the offices of the Fund’s investment advisor, First Trust Advisors L.P. (the “Advisor”), located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on _______, _______, 2022, at ______ Central Time.
At the Meeting, you will be asked to consider and vote on a proposal to approve a new investment sub-advisory agreement among the Fund, First Trust Advisors L.P., as investment advisor, and Chartwell Investment Partners, LLC (“Chartwell”), as investment sub-advisor (the “New Agreement”). You will also be asked to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
TriState Capital Holdings, Inc. (NASDAQ: TSC) (“TriState”), which is Chartwell’s parent company, has entered into a definitive agreement with Raymond James Financial, Inc. (NYSE: RJF) (“Raymond James”), under which Raymond James will acquire TriState (the “Transaction”), subject to applicable regulatory approvals, approval by TriState’s shareholders and other customary closing conditions. As part of the Transaction, Chartwell, a wholly-owned subsidiary of TriState, will become a wholly-owned subsidiary of Carillon Tower Advisers, Inc., which is Raymond James’ asset management subsidiary. The Transaction is currently expected to close some time in the second quarter of 2022.
The closing of the Transaction will operate as an “assignment” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), resulting in the automatic termination of the Fund’s existing investment sub-advisory agreement with Chartwell. In anticipation of the closing of the Transaction and the termination of the Fund’s existing sub-advisory agreement with Chartwell, the Board of Trustees of the Fund (the “Board”) considered and approved the New Agreement, subject to shareholder approval. In addition, to avoid any interruption of services in the event the Transaction closes prior to receipt of shareholder approval of the New Agreement, the Board also approved an interim sub-advisory agreement with Chartwell.
It is important to note that the day-to-day operations of the Fund are not expected to change as a result of the Transaction and the portfolio managers of the Fund are expected to remain the same. Additionally, the New Agreement will not result in changes to the Fund’s investment sub-advisory fee rate or expense ratio. The Board of Trustees of the Fund recommends that shareholders of the Fund approve the New Agreement.
Your vote is important. Please take a moment now to vote, either by completing and returning your proxy card in the enclosed postage-paid return envelope, by telephone or via the Internet. Your prompt response will be much appreciated.
Sincerely,
James A. Bowen
Chairman of the Board
| 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 (888) 567-1626 Weekdays From 9:00 A.M. To 10:00 P.M. Eastern Time. |
First Trust Enhanced Equity Income Fund (FFA)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Notice of Special Meeting of Shareholders
To be held on _________, 2022
_____, 2022
To the Shareholders of First Trust Enhanced Equity Income Fund:
Notice is hereby given that a Special Meeting of Shareholders (the “Meeting”) of First Trust Enhanced Equity Income Fund and First Trust Dividend and Income Fund (each,(the “Fund”), a "Fund" and
collectively, the "Funds"). The Meeting willMassachusetts business trust, 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, June 9, 2014,______, ____, 2022, at 4:00 p.m.______ Central Time. At the Meeting, youshareholders will be asked (1) to consider and vote on a proposal
to approve a new investment sub-advisory agreement ("New Sub-Advisory
Agreement") among your Fund, First Trust Advisors L.P. ("First Trust Advisors"),
each Fund's investment adviser,Proposal 1 set forth below and Chartwell Investment Partners, Inc.
("Chartwell"), each Fund's investment sub-adviser; and (2) to transact such
other business as may properly come before the Meeting and any adjournments or
postponements thereof.
As described in the accompanying Joint Proxy Statement, on March 5, 2014,
TriState Capital Holdings, Inc. completed its acquisition of Chartwell
Investment Partners, L.P. (the "Transaction"). As a result, under applicable
law, the then-effective investment sub-advisory agreements among the Funds,
Chartwell Investment Partners, L.P. and First Trust Advisors automatically
terminated. Chartwell (which, in connection with the Transaction, is now
structured as a corporation rather than as a limited partnership) continues to
provide investment sub-advisory services to each Fund on an interim basis, as
permitted by the Investment Company Act of 1940. In order for Chartwell to
continue to provide services to each Fund beyond the interim period, however, as
indicated above, shareholders of each Fund will be asked at the Meeting to vote
to approve the applicable New Sub-Advisory Agreement. The Board of Trustees of
each Fund is recommending that shareholders of each Fund approve its New
Sub-Advisory Agreement.
YOUR VOTE IS IMPORTANT. Please take a moment now to vote, either by
completing and returning your proxy card(s) in the enclosed postage-paid return
envelope, by telephone or through the Internet. Your prompt response will be
much appreciated.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
James A. Bowen
Chairman of the Boards
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL OR HOW
TO VOTE YOUR SHARES, PLEASE CALL THE FUNDS' PROXY SOLICITOR, AST FUND SOLUTIONS,
LLC, AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST DIVIDEND AND INCOME FUND
120 EAST LIBERTY DRIVE, SUITE 400
WHEATON, ILLINOIS 60187
NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JUNE 9, 2014
April __, 2014
To the Shareholders of First Trust Enhanced Equity Income Fund and First Trust
Dividend and Income Fund:
Notice is hereby given that the Joint Special Meetings of Shareholders
(referred to as the "Meeting") of First Trust Enhanced Equity Income Fund and
First Trust Dividend and Income Fund (each, a "Fund" and collectively, the
"Funds"), each a Massachusetts business trust, will be held at the offices of
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois
60187, on Monday, June 9, 2014, at 4:00 p.m. Central Time, for the following
purposes:
1. For each Fund, to approve a new investment sub-advisory
agreement among the Fund, First Trust Advisors L.P., as investment
adviser, and Chartwell Investment Partners, Inc., as investment
sub-adviser (the "Proposal").
2. For each Fund, to transact such other business as may properly come before the Meeting (including any adjournments or postponements):
Proposal 1. To approve a new investment sub-advisory agreement among the Fund, First Trust Advisors L.P., as investment advisor, and Chartwell Investment Partners, LLC, as investment sub-advisor.
The close of business on March 17, 2014_______, 2022 has been fixed as the record date for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
By Order of the BoardsBoard of Trustees,
W. Scott Jardine
Secretary
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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
THROUGH THE INTERNET. TO VOTE BY MAIL, PLEASE COMPLETE AND MAIL YOUR PROXY CARD
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. ALTERNATIVELY, SHAREHOLDERS MAY
VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSAL OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUNDS' PROXY SOLICITOR, AST
FUND SOLUTIONS, LLC, AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
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FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST DIVIDEND AND INCOME FUND
JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JUNE 9, 2014
| 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, by telephone or through the internet. To vote by mail, please complete and mail your proxy card in the enclosed postage-paid return envelope. Alternatively, shareholders may vote by telephone or through the internet by following the instructions on the 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 (888) 567-1626 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time. |
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First Trust Enhanced Equity Income Fund (FFA)
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOIS
Wheaton, Illinois 60187
JOINT PROXY STATEMENT
APRIL ___, 2014
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE
MAILED TO SHAREHOLDERS ON OR ABOUT APRIL
Special Meeting of Shareholders
To be held on _________, 2022
Proxy Statement
_______ __, 2014.
2022
This JointProxy Statement and the enclosed proxy card will first be mailed to shareholders on or about __, 2022.
This Proxy Statement is being furnished by the BoardsBoard of Trustees (referred to collectively as(the “Board of Trustees” or the "Board"“Board”) of First Trust Enhanced Equity Income Fund (the "Equity Income Fund"“Fund”) and First Trust Dividend and Income Fund (the
"Dividend and Income Fund" and, together with the Equity Income Fund, the
"Funds," and each, a "Fund"), each a Massachusetts business trust, in connection with the solicitation by the Board of proxies to be voted at the Joint Special
Meetings of Shareholdersa special meeting of the Fundsshareholders of the Fund scheduled to be held on Monday, June 9, 2014,____, __________, 2022, at _______ Central Time, at the offices of the Fund’s investment advisor, First Trust Advisors L.P. ("(“First Trust Advisors"Trust” or the "Advisor"“Advisor”), located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 4:00
p.m. Central time and at any and all adjournments or postponements thereof (referred to collectively as the "Meeting"“Meeting”). A Notice of Joint Special MeetingsMeeting of Shareholders and a proxy card accompany this Joint Proxy Statement. The Board
has determined that the use of this Joint Proxy Statement is in the best
interests of each Fund in light of the same matter being considered and voted on
by shareholders.
The close of business on March 17, 2014 has been fixed as the record date
(the "Record Date") for the determination of shareholders of each Fund entitled
to notice of, and to vote at, the Meeting.
As discussed more fully below, shareholders of eachthe Fund are being asked:
1. To approve a new investment sub-advisory agreement (a "New
Sub-Advisory Agreement"), amongasked to consider and vote on the Fund, First Trust Advisors, as
investment adviser,proposal set forth below and Chartwell Investment Partners, Inc. ("New
Chartwell" or the "Sub-Adviser"), as investment sub-adviser.
2. Toto transact anysuch other business as may properly come before the Meeting (including any adjournments or postponements).
GENERAL INFORMATION
Each:
• To approve a new investment sub-advisory agreement among the Fund, has one class of shares of beneficial interest, par value $0.01
per share, knownFirst Trust Advisors L.P., as common shares ("Shares"investment advisor, and Chartwell Investment Partners, LLC, as investment sub-advisor (“Proposal 1” or the “Proposal”).
Shareholders of recordmay vote by telephone or via the Internet by following the instructions on the Record Date are entitled to oneenclosed proxy card. Shareholders may also vote for each Share the shareholder owns and a
proportionate fractional vote for any fraction of a Share the shareholder owns.
On the Record Date, each Fund had the following number of Shares
outstanding:
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FUND AND TICKER SYMBOL SHARES OUTSTANDING
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Equity Income Fund (FFA) 19,973,164
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Dividend and Income Fund (FAV) 8,259,517
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Shares of each Fund are listed on the New York Stock Exchange under the
ticker symbol shown above.
For shareholders voting by mail ifby returning the enclosed proxy card is properly
executed and returnedor in time to be voted at the Meeting, the Shares represented
thereby will be voted in accordance with the instructions marked thereon or, if
no instructions are marked thereon, will be voted in the discretion of the
persons named on the proxy card. Accordingly, unless instructions to the
contrary are marked thereon, a properly executed and returned proxy will be
voted FOR the proposal to approve the applicable New Sub-Advisory Agreement and
at the discretion of the named proxies on any other matters that may properly
come before the Meeting, as deemed appropriate. Any shareholder who has given a
proxy has the right to revoke it at any time prior to its exercise eitherperson by attending the Meeting and voting his or her Shares in person, or by timely
submitting a letter of revocation or a later-dated proxyMeeting. Please note that shareholders who intend to the applicable Fund
at the above address. A list of shareholders entitled to notice of and to be
present and to vote atattend the Meeting will be available at the offices of the
Funds, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for
inspection by any shareholder during regular business hours prior to the
Meeting. Shareholders will need to showprovide valid identification and, if they hold shares through a bank, broker or other nominee, satisfactory proof of Share
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 (as defined below), to be admitted to the Meeting or to inspectMeeting.
The Board recommends that shareholders vote “FOR” the listProposal.
Important Notice Regarding the Availability of shareholders.
Under the By-Laws of each Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding Shares entitled to vote on a
matter. For the purposes of establishing whether a quorum is present, all Shares
present and entitled to vote, including abstentions and broker non-votes (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter), shall be counted. Any meeting of shareholders may be postponed prior to
the meeting with notice to the shareholders entitled to vote at that meeting.
Any meeting of shareholders may, by action of the chairman of the meeting, be
adjourned to permit further solicitation of proxies without further notice with
respect to one or more matters to be considered at such meeting to a designated
time and place, whether or not a quorum is present with respect to such matter.
In addition, upon motion of the chairman of the meeting, the question of
adjournment may be submitted to a vote of the shareholders, and in that case,
any adjournment with respect to one or more matters must be approved by the vote
of holders of a majority of the Shares present and entitled to vote with respect
to the matter or matters adjourned, and without further notice. Unless a proxy
is otherwise limited in this regard, any Shares present and entitled to vote at
a meeting, including broker non-votes, may, at the discretion of the proxies
named therein, be voted in favor of such an adjournment or adjournments.
Broker-dealer firms holding Shares in "street name"Proxy Materials for the benefitSpecial Meeting of their customers and clients may request voting instructions from such customers
and clients. Because broker-dealers may be subjectShareholders Scheduled to rules which will not
permit them to vote your Shares without instructions, you are encouraged to
contact your broker-dealer and record your voting instructions.
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Proxy solicitations will be largely by mail, but may include telephonic,
electronic or oral communication by officers and service providers of the Funds,
as well as affiliates of such service providers. A proxy solicitation firm, AST
Fund Solutions, LLC, has also been engaged to solicit proxies at a cost which is
expected to be approximately $47,000 for the Equity Income Fund and $25,000 for
the Dividend and Income Fund. These costs, as well as the costs of preparing,
printing and mailing the enclosed proxy, accompanying notice and this Joint
Proxy Statement, and all other costs in connection with the solicitation of
proxies to be voted at the Meeting, will be borne by the Sub-Adviser. The
Sub-Adviser 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 each Fund.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON JUNE 9, 2014. Be Held on ___________, 2022. Joint Proxy Statement is available on the Internet at:
http:at https://www.ftportfolios.com/LoadContent/gh4d1pt38r.goaucpjwgo3y. The Funds'Fund’s most recent annual and semi-annual reports are also available on the Internet at:
http:at https://www.ftportfolios.com/Retail/Cef/CefFundNews.aspx?CEFFundNews.aspx?Ticker=FFA
(for the Equity Income Fund) and
http://www.ftportfolios.com/Retail/Cef/CefFundNews.aspx?Ticker=FAV
(for the Dividend and Income Fund). 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 the AdvisorFirst Trust Advisors L.P. at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, or call toll-free (800) 988-5891.
YOU MAY CALL
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 mayfor information on how to obtain directions to be represented atable to attend the Meeting pleaseand vote your proxy as soon as possible either by mail or by telephone or through
the Internet, as indicated on the enclosed proxy card. If voting by mail,
you are requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which requires
no postage if mailed in the continental United States; and
o allow sufficient time for the proxy card to be received BY 4:00 P.M.
CENTRAL TIME, on MONDAY, JUNE 9, 2014. (However, proxies received
after this date may still be voted in the eventperson.
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Proposal 1: Approval of an adjournment or
postponement of the Meeting to a later date.)
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PROPOSAL: APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT FOR EACH FUND
BACKGROUND AND REASON FOR VOTE
At the Meeting, shareholders of each Fund will be asked to approve a New Investment Sub-Advisory Agreement for theirthe Fund with New Chartwell. Previously,
Background and Reason for Meeting
Chartwell Investment Partners, L.P. ("Old Chartwell"; OldLLC currently serves as investment sub-advisor to the Fund. Chartwell Investment Partners, LLC or a predecessor entity (the terms “Chartwell” and Newthe “Sub-Advisor” may refer to Chartwell are
referred to collectively as "Chartwell")Investment Partners, LLC or one of its predecessor entities) has served as investment sub-advisor to the Fund since 2007. As investment sub-adviser to
each Fundsub-advisor, Chartwell is responsible for, among other things, the selection and ongoing monitoring of the securities in the Fund’s investment portfolio pursuant to an investment sub-advisory agreement dated as of July 2, 2014 among the Fund, the Advisor Oldand Chartwell and the respective Fund (in each case,(the “Current Sub-Advisory Agreement”).
Currently, Chartwell is a "Prior Sub-Advisory
Agreement"wholly-owned subsidiary of TriState Capital Holdings, Inc. (NASDAQ: TSC) (“TriState”). In January 2014, Old Chartwell, a publicly traded company. TriState has entered into a definitive asset
purchase agreement with TriState Capital Holdings,Raymond James Financial, Inc. ("TriState") and on
March 5, 2014 (the "Closing Date"(NYSE: RJF) (“Raymond James”), a publicly traded company, under which Raymond James will acquire TriState completed its acquisition of
substantially all of Old Chartwell's assets (the "Transaction"“Transaction”). The
consummation, subject to applicable regulatory approvals, approval by TriState’s shareholders and other customary closing conditions. As part of the Transaction, resultedChartwell will become a wholly-owned subsidiary of Carillon Tower Advisers, Inc. (“Carillon”), a wholly-owned subsidiary of Raymond James that is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor. The Transaction is currently expected to close some time in an "assignment,"the second quarter of 2022 (the “Closing”). After the Closing, it is anticipated that Chartwell, operating as that term is
used ina subsidiary of Carillon, will maintain its independent brand and management.
Section 15 of the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), of the Prior
Sub-Advisory Agreements. Section 15 of the 1940 Act requires, among other things, that any investment advisory agreement, which includes anincluding any investment sub-advisory agreement, provide for its automatic termination in the event of its "assignment." Accordingly, the Prior Sub-Advisory Agreements automatically
terminated on the Closing Date in accordance with their terms and the
requirements“assignment.” The closing of the Transaction will operate as an “assignment” (as defined in the 1940 Act. SinceAct) of the Closing Date, New Chartwell has served
as investment sub-adviser to each Fund pursuant to an InterimCurrent Sub-Advisory Agreement (as definedthat will result in its automatic termination. Accordingly, shareholders of the Fund are being asked to approve a new investment sub-advisory agreement among the Fund, the Advisor and described below)Chartwell (the “New Sub-Advisory Agreement”).
In anticipation of the completionTransaction, at a meeting held on December 5-6, 2021 (the “Board Meeting”), the Board of Trustees of the Transaction and the termination
of the Prior Sub-Advisory Agreements, the Board held a meeting on February 20,
2014 (the "Board Meeting"), at which,Fund, after careful consideration, including of
presentations from representatives of TriState and Chartwell at a special Board
meeting in January 2014 (see "BOARD CONSIDERATIONS" below), the Trustees
determined that following the Transaction, it would be in the best interests of eachthe Fund for Chartwell to continue to act as sub-adviserthe investment sub-advisor to the respective
Fund.Fund following the Closing. Accordingly, to ensureat the continuation of portfolio management services
to the Funds after the Closing Date, as permitted under the 1940 Act and Rule
15a-4 thereunder ("Rule 15a-4"), for each Fund,Board Meeting, the Board, including a majority of the Trustees who are not "interested persons"“interested persons” of the Fund (as defined in the 1940 Act) (the "Independent Trustees"“Independent Trustees”), approved, an interimsubject to shareholder approval, the New Sub-Advisory Agreement. In addition, to avoid any interruption of investment sub-advisory agreement amongservices for the Fund in the Advisor and New Chartwell (each, an "Interim Sub-Advisory
Agreement"). The Interim Sub-Advisory Agreements have been in effect sinceevent the Closing Date and, pursuantoccurs prior to Rule 15a-4 under the 1940 Act, will be in effect
no longer than through August 2, 2014 (i.e., 150 days after the terminationreceipt of shareholder approval of the PriorNew Sub-Advisory Agreements (see "THE INTERIM SUB-ADVISORY AGREEMENTS"
below)). In addition, at the Board Meeting, for each Fund,Agreement, the Board, including a majority of the Independent Trustees, also approved subjectan interim sub-advisory agreement with Chartwell (the “Interim Sub-Advisory Agreement”). If the Closing occurs prior to the receipt of shareholder approval the applicable New Sub-Advisory Agreement. Most of the terms and
provisions of each New Sub-Advisory Agreement, are the same asInterim Sub-Advisory Agreement would be effective upon the corresponding
termsClosing and provisionswould remain in effect (a) for 150 days following the Closing, (b) until shareholders of the applicable PriorFund approve the New Sub-Advisory Agreement, (as
describedor (c) unless sooner terminated as provided by the terms of the Interim Sub-Advisory Agreement, whichever occurs first. (See “BOARD CONSIDERATIONS” below.)
It is important to note that the Transaction is not expected to impact the day-to-day operations of the Fund and the portfolio managers of the Fund (identified below under "COMPARISON OF CERTAIN TERMS OF THE NEW SUB-ADVISORY
AGREEMENTS AND PRIOR SUB-ADVISORY AGREEMENTS"“PORTFOLIO MANAGEMENT”).
INFORMATION ABOUT CHARTWELL INVESTMENT PARTNERS, INC. AND TRISTATE CAPITAL
HOLDINGS, INC.
Chartwell Investment Partners, Inc. are expected to remain the same. Additionally, the New Sub-Advisory Agreement will not result in changes to the Fund’s investment sub-advisory fee rate or expense ratio.
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Additional Information
Chartwell, located at 12351205 Westlakes Drive, Berwyn, Pennsylvania 19312, is an investment adviseradvisor registered with the Securities and Exchange
Commission. Founded in 1997, theSEC. The firm focuses on institutional, sub-advisory and private client relationships, and is a quality-basedresearch-based equity and fixed-income
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While Old
Chartwell was primarily employee-owned and structured as a Pennsylvania limited
partnership, New Chartwell is a wholly-owned subsidiary of TriState and
structured as a Pennsylvania corporation. As of March 19, 2014, NewFebruary 28, 2022, Chartwell had approximately $7.7$11.4 billion ofin assets under management.
The names, positions with New Chartwell and principal occupations of the persons who are principal executive officers and directors of New Chartwell are listed below:
| Name | Position(s) with Chartwell and Principal Occupation |
| Timothy J. Riddle | Managing Partner, Director and Chief Executive Officer |
| Michael P. Magee | Chief Operating Officer of Chartwell |
| G. Gregory Hagar | Managing Partner, Chief Financial Officer, Treasurer and Secretary of Chartwell; Senior Vice President of Finance of TriState Capital Bank |
| LuAnn M. Molino | Chief Compliance Officer of Chartwell |
| Michael J. McCloskey | Managing Partner, President and Director of Client Services of |
| James F. Getz | Director and Chairman of |
| Brian S. Fetterolf | Director and Vice Chairman of |
| David L. Bonvenuto | Director of |
| James Dolan | Director of |
| Karla Villatoro de Friedman | Secretary of Chartwell; General Counsel of TriState Capital Bank; Chief Compliance Officer of Chartwell TSC Securities |
The business address for Ms. Molino and Messrs. Riddle, Magee, Hagar and McCloskey and Hagar is 12351205 Westlakes Drive, Suite 400,100, Berwyn, Pennsylvania 19312. The business address for Ms. Villatoro de Friedman and Messrs. Getz, Minnick, SeidelFetterolf, Bonvenuto and Dolan is One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219.
TriState Capital Holdings, Inc.
Currently, Chartwell is a wholly-owned subsidiary of TriState. TriState is a bank holding company headquartered in Pittsburgh,
Pennsylvania that provides commercial banking, privatediversified financial services firm providing banking and investmentasset management services to middle-market companies, institutional clientsindividuals, corporations and high-net-worth individuals. Itsmunicipalities. TriState’s principal executive offices are located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219. Similar Funds Sub-Advised by New Chartwell
The Funds have similar investment objectives. New Chartwell doesFollowing the Closing, it is anticipated that TriState will operate as a separately branded firm and as a stand-alone division and independently chartered bank subsidiary of Raymond James, but TriState will not advise or sub-advise any other funds with investment objectives similar to those
of eitherretain an ownership interest in Chartwell.
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As noted above, as a result of the Funds. Information about the sizeClosing, Chartwell will become a wholly-owned subsidiary of Carillon, which is a wholly-owned subsidiary of Raymond James. As of February 28, 2022, Carillon and annual rate of
compensation paidits investment management affiliates collectively had approximately $72 billion in assets under management. Raymond James is a diversified financial services company providing private client group, capital markets, asset management, banking and other services to New Chartwell for its services as investment sub-adviserindividuals, corporations and municipalities. Carillon and Raymond James are each located at 880 Carillon Parkway, Saint Petersburg, Florida 33716.
Portfolio Management
The Closing is not expected to
each Fund is set forth below:
Douglas W. KUGLER,Kugler, CFA
SENIOR PORTFOLIO MANAGER
Senior Portfolio Manager
Mr. Kugler joined Chartwell in 2003, is a portfolio managerSenior Portfolio Manager on New Chartwell'sChartwell’s large-cap equity portfolio management team and has 1725 years of investment industry experience.
His areas of focus include the Consumer Discretionary, Energy, Industrials,
Materials and Technology sectors of the market. From 1993 to 2003, he held several positions at Morgan Stanley Investment Management (Miller Anderson & Sherrerd) including Head, the last of Mutual Fund Administration and Vice President and
Treasurer of the MAS Funds, and Junior Associate in the Equity Department, and
his last position held prior to joining Chartwellwhich was Senior Associate and Analyst for the Large Cap Value team. Mr. Kugler holds the Chartered Financial
Analyst designation and is a member of the CFA (Chartered Financial Analysts) Institute and the CFA Society of Philadelphia. He holds the Chartered Financial Analyst designation. Mr. Kugler earned a Bachelor's degree in Accounting from the University of Delaware.
PETER
Peter M. SCHOFIELD,Schofield, CFA
SENIOR PORTFOLIO MANAGER
Senior Portfolio Manager
Mr. Schofield joined Chartwell in 2010, is a senior portfolio managerSenior Portfolio Manager on New Chartwell'sChartwell’s large-cap equity portfolio management team and has 3038 years of investment industry experience. His areas of focus include the Consumer Staples, Financials, Health
Care, Industrials and Materials sectors of the market. From 2005 to 2010, he was a Co-Chief Investment Officer at Knott Capital. From 1996 to 2005, he was a Portfolio Manager at Sovereign Asset Management. Prior to Sovereign Asset Management, he was a portfolio manager at Geewax, Terker & Company. Mr. Schofield holds the Chartered Financial Analyst designation and is a member of the CFA (Chartered Financial Analysts) Institute and the CFA Society of Philadelphia. Mr. Schofield earned a Bachelor's degree in History from the University of Pennsylvania.
THE PRIOR SUB-ADVISORY AGREEMENTS
Old Chartwell began serving as the investment sub-adviser to the Equity
Income Fund on September 14, 2007 and as the investment sub-adviser to the
Dividend and Income Fund on July 1, 2013.
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The Current Sub-Advisory Agreement
Set forth below is information pertaining to the PriorCurrent Sub-Advisory Agreements.
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| Date of Current Sub-Advisory Agreement | Date/Purpose of Last Submission to Shareholders | Date/Purpose of Action(s) by Board Since Beginning of Last Fiscal Year |
| July 2, 2014 | The Current Sub-Advisory Agreement was approved by the shareholders of the Fund | June 7, 2021; Continuation of |
Comparison of Certain Terms of the Fund's
portfolio.
------------------------- --------------------- ---------------------------------- -------------------------------------
THE INTERIM SUB-ADVISORY AGREEMENTS
New Chartwell currently provides sub-advisory services to each Fund under
the applicable Interim Sub-Advisory Agreement. Many of the terms of each Interim
Sub-Advisory Agreement are substantially similar to those of the applicable
Prior Sub-Advisory Agreement; however, there are some differences, including
differences in provisions relating to effective date, termination and
compensation.
Each Interim Sub-Advisory Agreement is currently in effect and, unless
terminated sooner in accordance with its terms, will continue to be in effect
through August 2, 2014 (i.e., 150 days after the completion of the Transaction;
the "Interim Termination Date") or until shareholders of the Fund approve the
Fund's New Sub-Advisory Agreement, whichever occurs first. If shareholders of a
Fund do not approve the Fund's New Sub-Advisory Agreement, the Board will take
such action as it deems to be in the best interests of the Fund. In addition,
each Interim Sub-Advisory Agreement may be terminated by the Fund by action of
the Board or by a vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund upon 10 calendar days' written notice.
For each Fund, the rate of compensation paid to the Sub-Adviser is the
same under its Interim Sub-Advisory Agreement, Prior Sub-Advisory Agreement and
New Sub-Advisory Agreement. However, the compensation accrued under each Interim
Sub-Advisory Agreement is to be held in an interest-bearing escrow account with
the respective Fund's custodian or another bank designated by the Fund. If the New Sub-Advisory Agreement is approved by shareholders on or before the Interim
Termination Date, the amount in the escrow account (including the interest
earned) will be paid to New Chartwell. However, if shareholders of a Fund do not
approve its Newand Current Sub-Advisory Agreement by such date, New Chartwell will be paid,
out of the escrow account, the lesser of: (i) any costs incurred by New
Chartwell in performing services under the Interim Sub-Advisory Agreement (plus
interest earned on that amount while in escrow); or (ii) the total amount in the
escrow account (plus interest earned).
COMPARISON OF CERTAIN TERMS OF THE NEW SUB-ADVISORY AGREEMENTS AND PRIOR
SUB-ADVISORY AGREEMENTS
Below is a brief comparison of certainthe material terms of the PriorCurrent Sub-Advisory AgreementsAgreement to the corresponding terms of the New Sub-Advisory Agreements. ManyAgreement. As described below, many of the terms of the New Sub-Advisory AgreementsAgreement and the PriorCurrent Sub-Advisory AgreementsAgreement are the same; however, there are differences in effective and
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termination dates, and the name of the Sub-Adviser has changed from Chartwell
Investment Partners, L.P.same, including, among others, those relating to Chartwell Investment Partners, Inc. as it is now a
Pennsylvania corporation rather than a Pennsylvania limited partnership.fees. The
form of New Sub-Advisory Agreement will have a new effective date and initial term. In addition, the New Sub-Advisory Agreement will include a new provision that specifically precludes third-party beneficiaries and a new provision relating to forum selection. If approved by shareholders, the New Sub-Advisory Agreement will become effective upon or following such approval (but not before the Closing) and will remain in effect for each Fundtwo years (unless sooner terminated in accordance with its terms); thereafter, it may be continued for successive one-year periods as described below under “Continuance.” The summary set forth below is attachedqualified by reference to this Joint Proxy
Statement as Exhibit A-1 (for the Equity Income Fund) and Exhibit A-2 (for the
Dividend and Income Fund) and the descriptionform of the New Sub-Advisory Agreements
is qualified in its entirety by referenceAgreement attached to such Exhibits.
this Proxy Statement as Exhibit A. You should refer to Exhibit A for the complete terms of the New Sub-Advisory Agreement.
Sub-Advisory Services. Both the PriorCurrent Sub-Advisory Agreement and the New Sub-Advisory Agreement for the Equity Income Fund provide that the Sub-AdviserSub-Advisor will manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund'sFund’s investment portfolio, all on behalf of the Fund and subject to the supervision of the Fund's Board and the Advisor. Similarly, both the Prior Sub-Advisory
Agreement and the New Sub-Advisory Agreement for the Dividend and Income Fund
provide that the Sub-Adviser will furnish an investment program in respect of,
make investment decisions for, and place all orders for the purchase and sale of
securities and other instruments for the Fund's investment portfolio, all on
behalf of the Fund and subject to the supervision of the Fund'sFund’s Board and the Advisor. As wasis the case under the PriorCurrent Sub-Advisory Agreements,Agreement, under the New Sub-Advisory Agreements,Agreement, the Sub-AdviserSub-Advisor is required to monitor the applicable
Fund'sFund’s investments and to comply with the provisions of such Fund'sthe Fund’s Declaration of Trust and By-Laws and the stated investment objectives, policies and restrictions of the Fund.
Brokerage.
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Brokerage/Purchases and Sales of Portfolio Investments. As wasis the case under the PriorCurrent Sub-Advisory Agreements,Agreement, the New Sub-Advisory Agreements authorizeAgreement authorizes the Sub-AdviserSub-Advisor to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the applicable Fund, and directdirects the Sub-AdviserSub-Advisor to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund'sFund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. In addition, under both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement, the Sub-Advisor agrees to communicate to the officers and Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. Further, both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement provide that in no instance will the Fund’s portfolio transactions be purchased from or sold to the Advisor, the Sub-Advisor or any affiliated person of either the Fund, the Advisor or the Sub-Advisor, except as may be permitted under the 1940 Act. In addition, the New Agreement provides that under no circumstances will the Sub-Advisor select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.
Fees. The New Sub-Advisory Agreement will not result in changes to the Fund’s investment sub-advisory fees, nor will it result in changes to any of the Fund’s other fees. As wasis the case under the PriorCurrent Sub-Advisory Agreements,Agreement, under the New Sub-Advisory Agreements,Agreement, the Advisor will pay the Sub-AdviserSub-Advisor a portfolio management fee on a monthly basis. Both the PriorCurrent Sub-Advisory Agreement and the New Sub-Advisory Agreement for the Equity Income Fund provide that for services provided and expenses assumed, the Advisor will pay the Sub-AdviserSub-Advisor a fee equal to the annual rate of 0.50% of such Fund's "Managed Assets" (i.e.the Fund’s “Managed Assets” (i.e., average daily gross assets of the Fund, minus the sum of the Fund'sFund’s accrued and unpaid dividends on any outstanding common shares and accrued liabilities (including the value of call options written (sold))).
For the Dividend and Income Fund,
both the Prior Sub-Advisory Agreement and the New Sub-Advisory Agreement provide
that for services provided and expenses assumed, the Advisor will pay the
Sub-Adviser a fee equal to the annual rate of 0.50% of such Fund's "Managed
Assets" allocated to the Sub-Adviser (to reflect that the Sub-Adviser does not
manage all of such Fund's Managed Assets); the term "Managed Assets" means the
average daily gross asset value of the Fund (including assets attributable to
the Fund's preferred shares, if any, and the principal amount of borrowings, if
any), minus the sum of the Fund's accrued and unpaid dividends on any
outstanding preferred shares and accrued liabilities (other than the principal
amount of any borrowings incurred, commercial paper or notes issued by the
Fund). For purposes of determining Managed Assets for the Dividend and Income
Fund, the liquidation preference of any outstanding preferred shares of the Fund
is not treated as a liability. (The Dividend and Income Fund has no outstanding
preferred shares.)
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For each Fund'sFund’s last fiscal year, the aggregate amount of the sub-advisory fees paid by the Advisor to the Sub-AdviserSub-Advisor was $1,422,374 (for the Equity
Income Fund) and $158,945.83 (for the Dividend and Income Fund). For the
Dividend and Income Fund, $77,565.40 was paid for the period from September 16,
2013 through November 30, 2013 under the Prior Sub-Advisory Agreement, and
$81,380.43 was paid for the period from July 1, 2013 through September 15, 2013
under an interim sub-advisory agreement that was in effect prior to shareholder
approval of the Prior Sub-Advisory Agreement.
$1,944,843.
Payment of Expenses. As wasis the case under the PriorCurrent Sub-Advisory Agreements,Agreement, under the New Sub-Advisory Agreements,Agreement, the Sub-AdviserSub-Advisor agrees to pay all expenses it incurs in connection with its activities under such Agreement other than (i) the cost of securities and other assets purchased for the Fund and (ii) the costs directly associated with purchasing and selling securities and other assets for the Fund, if any, including, but not limited to, brokerage commissions, stamps, duties, taxes and custody fees related to transfers.
Limitation of Liability. As wasis the case under the PriorCurrent Sub-Advisory Agreements, eachAgreement, the New Sub-Advisory Agreement provides that the Sub-AdviserSub-Advisor will not be liable for, and the Fund and the Advisor will not take any action against the Sub-AdviserSub-Advisor to hold the Sub-AdviserSub-Advisor liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Advisor in connection with the performance of the Sub-Adviser'sSub-Advisor’s duties under the Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-AdviserSub-Advisor in the performance of its duties under such Agreement, or by reason of its reckless disregard of its obligations and duties under such Agreement.
Continuance. Each Fund's Prior The Current Sub-Advisory Agreement was originally in effect for ana specified initial term of two years and couldstates that it may be continued thereafter for successive one-year periods if such continuance wasis specifically approved at least annually in the manner required by the 1940 Act.Act and the rules and regulations thereunder. If the shareholders of the FundsFund approve the New Sub-Advisory Agreements,Agreement, the New Sub-Advisory AgreementsAgreement will remain in effect through June 30, 2015for two years (unless sooner terminated in accordance with such Agreements)Agreement). Thereafter, eachthe New Sub-Advisory Agreement may be continued for successive one-year periods if such continuance is specifically approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.
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Termination. As wasis the case under each Priorthe Current Sub-Advisory Agreement, eachthe New Sub-Advisory Agreement provides for termination: (1) automatically in the event of its assignment (as defined in the 1940 Act and rules and regulations thereunder); (2) at any time without the payment of any penalty by the Advisor or the Sub-AdviserSub-Advisor upon 60 days'days’ written notice to the other parties; and (3) by action of the Board or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act and rules and regulations thereunder) of the Fund upon 60 days'days’ written notice to the Sub-AdviserSub-Advisor without the payment of any penalty. In addition, each Priorboth the Current Sub-Advisory Agreement was, and eachthe New Sub-Advisory Agreement is,are terminable at any time without the payment of any penalty by the Advisor, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act and rules and regulations thereunder) of the Fund in the event that it is established by a court of competent jurisdiction that the Sub-AdviserSub-Advisor or any of its officers or directors have taken any action that results in a breach of the material covenants of the Sub-AdviserSub-Advisor set forth in the Agreement.
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RELATED AGREEMENTS
Equity Income Fund
Applicable Law. As is the case under the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement states that such Agreement shall be construed in accordance with applicable federal law and (except as to certain limitation of liability provisions, which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. Further, the New Sub-Advisory Agreement provides that for the avoidance of doubt, where the effect of a requirement of the 1940 Act reflected in any provision of such Agreement is relaxed by a rule, regulation, no-action assurance, order (including any amendment thereto) or other relief of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation, no-action assurance, order (including any amendment thereto) or other relief.
Third Party Beneficiaries. The New Sub-Advisory Agreement (but not the Current Sub-Advisory Agreement) includes a provision stating that none of the provisions of the Agreement shall be for the benefit of, or enforceable by, any person or entity that is not a party thereto.
Forum Selection. The New Sub-Advisory Agreement (but not the Current Sub-Advisory Agreement) includes a provision stating, among other things, that any action brought on or with respect to such Agreement or any other document executed in connection therewith by a party to such Agreement against another party to the Agreement shall be brought only in a court of competent jurisdiction in Chicago, Cook County, Illinois, or if venue does not lie in any such court only in a court of competent jurisdiction within the State of Illinois. Further, the right to a trial by jury is expressly waived to the fullest extent permitted by law.
Related Agreement
On September 14, 2007 Old(the date on which Chartwell first began acting as investment sub-advisor to the Fund), Chartwell and the Advisor entered into an agreement to address certain matters pertaining to the Equity Income Fund (such agreement, the "Equity Income Fund “Related Agreement"Agreement”). Among other things, under the Equity Income Fund Related Agreement, Chartwell is obligated to reimburse the Advisor for a portion of certain "incentive fee"“incentive fee” payments payable by the Advisor to certain underwriters of the Equity Income Fund'sFund’s initial public offering up to specified limits. Dividend and Income Fund
On June 10, 2013, Old Chartwell andThese underwriters include Raymond James & Associates, Inc. (“RJ&A”), which is a wholly-owned subsidiary of Raymond James. In conjunction with the Fund’s initial public offering in 2004, the Advisor entered intoagreed, in general terms, to pay RJ&A a quarterly “incentive fee” at an agreementannual rate of up to address certain matters pertaining0.10% of the Fund’s average weekly “total assets” attributable to common shares of the Fund sold in such offering by RJ&A, subject to specified limits.
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Interim Sub-Advisory Agreement
As indicated above, to avoid any interruption of investment sub-advisory services for the Fund in the event the Closing occurs prior to the Dividendreceipt of shareholder approval of the New Sub-Advisory Agreement, the Board has also approved the Interim Sub-Advisory Agreement. Many of the terms of the Interim Sub-Advisory Agreement are substantially similar to those of the Current Sub-Advisory Agreement; however, there are some differences, including, as described below, differences in provisions relating to the effective date, termination, and Incomecompensation arrangements.
If the Closing occurs before shareholders of the Fund (such
agreement,approve the "DividendNew Sub-Advisory Agreement, the Interim Sub-Advisory Agreement will become effective upon the Closing and, Incomeunless terminated sooner in accordance with its terms, will continue to be in effect through the earlier of (a) 150 days following the Closing or (b) the date on which shareholders of the Fund Related Agreement"). Among other
things, underapprove the Dividend and Income Fund RelatedNew Sub-Advisory Agreement. In addition, the Interim Sub-Advisory Agreement Chartwell is
obligated to reimburse the Advisor for a portion of certain "services fee"
payments payablemay be terminated by the Advisor to the lead underwriterFund by action of the Dividend and
Income Fund's initial public offering.
SECTION 15(F) OF THE 1940 ACT
Section 15(f)Board or by a vote of a majority of the 1940 Act is a safe harbor that provides in substance
that, when a sale of a controlling interest in an investment adviser occurs, the
investment adviser or any of its affiliated persons may receive any amount or
benefit in connection with the sale as long as two conditions are met. The first
condition specifies that, during the three-year period immediately following
consummation of the transaction, at least 75% of the investment company's board
of directors/trustees must not be "interested persons"outstanding voting securities (as defined in the 1940 Act)Act and the rules and regulations thereunder) of the investment adviserFund upon 10 calendar days’ written notice.
If the Interim Sub-Advisory Agreement were to become effective, the rate of compensation that would be paid to Chartwell under the Interim Sub-Advisory Agreement would be the same as that paid to Chartwell under the Current Sub-Advisory Agreement. However, the compensation accrued under the Interim Sub-Advisory Agreement would be held in an interest-bearing escrow account with the Fund’s custodian or predecessor adviser. The second condition
specifies that no "unfair burden" may be imposed onanother bank designated by the investment company as a
resultFund. If the New Sub-Advisory Agreement were approved by shareholders of the transaction relating toFund by the saleend of such interest, or any express
or implied terms, conditions or understandings applicable thereto. Thethe 150-day term "unfair burden," as definedof the Interim Sub-Advisory Agreement, the amount in the 1940 Act, includesescrow account (including interest earned) would be paid to Chartwell. However, if shareholders of the Fund did not approve the New Sub-Advisory Agreement by such date, Chartwell would be paid, out of the escrow account, the lesser of: (i) any arrangement, duringcosts incurred by Chartwell in performing the two-year period afterInterim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) for the transaction occurs, wherebyFund; or (ii) the investment adviser
(or predecessor or successor adviser), or any interested person of any such
investment adviser, receives or is entitled to receive any compensation,
directly or indirectly (i) from any persontotal amount in connection with the purchase or
sale of securities or other property, to, from orescrow account (plus interest earned) held on behalf of the investment
company (other than bona fide ordinary compensation as principal underwriter for
the investment company) or (ii) from the investment company or its security
holders for other than bona fide investment advisory or other services. If
either condition Fund.
Board Considerations
The Board of Section 15(f) is not met, the safe harbor is not available.
The Board has not been advised of any circumstances arising under the
Transaction that might result in the imposition of an "unfair burden" being
imposed on either Fund.
BOARD CONSIDERATIONS
The Board,Trustees, including a majority of the Independent Trustees, unanimously approved (1) the Interim Sub-Advisory AgreementsAgreement and (2) the New Sub-Advisory Agreement. The Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement are collectively referred to as the “Agreements.” The Board approved the Agreements (collectively, the "Agreements") at the Board Meeting.a meeting held on December 5-6, 2021. The Board determined that the termsapproval of the Agreements are fair and reasonable andis in the best interests of each Fund. Based on information provided by Old Chartwell, the predecessor
entity to New Chartwell and then-current sub-adviser to each Fund the Board,
including a majorityin light of the Independent Trustees, determined that the scopenature, extent and quality of the services expected to be provided and such other matters as the Board considered to each Fund underbe relevant in the applicable Agreements
would be at least equivalentexercise of its business judgment.
The Sub-Advisor currently serves as investment sub-advisor to the scope and quality of services provided underFund pursuant to the Current Sub-Advisory Agreement. Prior Sub-Advisory Agreements.
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On January 8, 2014,to the December 2021 meeting, the Board was informed that Old Chartwell and TriState Capital Holdings, Inc. (previously defined as “TriState”), the Sub-Advisor’s parent company, had entered into an asset purchasea definitive agreement pursuant tounder which TriState,
through its wholly-owned subsidiary, New Chartwell,Raymond James Financial, Inc. would acquire substantially
all ofTriState (previously referred to as the assets of Old Chartwell (i.e., the Transaction)“Transaction”). The Board also was informed that the consummation of the Transaction, which wasis expected to occur duringin the firstsecond quarter of 2014,2022, would constituteoperate as an “assignment” of the Current Sub-Advisory Agreement under the 1940 Act, and as a "change of control" of Old
Chartwell and result in the "assignment" and termination of each PriorCurrent Sub-Advisory Agreement would terminate pursuant to its terms and the requirements of the 1940 Act. The Agreements were proposed to the Board in connection with the Transaction to provide for the continuous management of the Fund by the Sub-Advisor following the consummation of the Transaction. The Board noted that the New Sub-Advisory Agreement will be submitted to shareholders of the Fund for their approval and that the Interim Sub-Advisory Agreement would become effective only if shareholders of the Fund do not approve the New Sub-Advisory Agreement prior to the consummation of the Transaction and would remain in effect until the earlier of 150 days from the consummation of the Transaction or shareholder approval of the New Sub-Advisory Agreement.
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On January 8, 2014,October 28, 2021, counsel to the Independent Trustees provided Chartwellthe Sub-Advisor with a request for information regarding the Transaction and its expected impact on the servicesSub-Advisor. At an executive session held on December 2, 2021, as well as at the meeting held on December 5-6, 2021, the Board, including the Independent Trustees, discussed the Transaction and reviewed the materials provided by the Sub-Advisor in response to be
providedthe request that, among other things, outlined the structure and details of the Transaction and the Transaction’s expected impact on the Sub-Advisor’s management of the Fund under the Agreements. In anticipation of the consummation of the
Transaction, the Board held special in-person meetings on January 22, 2014 and
February 20, 2014, to consider the information provided by Chartwell and to
consider the approval of the Agreements.
To reach its determination in approving the Agreements for eachthe Fund, the Board considered its duties under the 1940 Act, as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisersadvisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. In connection with its deliberations regarding the Agreements, the Board noted that, based on the Advisor's
representation that apart frominformation provided by the changeAdvisor and the Sub-Advisor, any differences in the corporate structureterms and conditions of each Agreement, including the
contracting Chartwell party, their effective and termination dates and any provisions of the Interim Sub-Advisory AgreementsAgreement required by Rule 15a-4 under the 1940 Act, and the Agreementsterms and conditions of the Current Sub-Advisory Agreement were immaterial to the same in all material respects asSub-Advisor’s management of the Prior
Sub-Advisory Agreements.Fund. The Board considered that the information provided by Chartwell and TriStatethe Sub-Advisor in response to the Independent Trustees'Trustees’ request for information included representations that the Sub-Advisor anticipates no changes to key personnel who work on matters relating to the Fund, including the portfolio management team, senior management and compliance personnel, as a discussionresult of the Transaction; that the sub-advisory fee rate for the Fund would remain the same; and that the Transaction would not result in any diminution in the nature, quality and extent of the services provided by Chartwell to the Funds (includingFund by the relevant personnel responsible for these services); the
sub-advisory fees charged by Chartwell to the Funds; the nature of expenses
incurred by Chartwell in providing services to the Funds and the potential for
economies of scale, if any; financial data on Chartwell and TriState; and any
fall-out benefits to Chartwell.Sub-Advisor. In addition, Chartwell's CEO, Tim Riddle, Doug
Kugler, a portfolio managerrepresentatives of the Funds, and Jim Getz, Chairman, President and
CEO of TriState, were present atSub-Advisor joined the January 22, 2014December 2021 Board meeting and discussed the Transaction and the Agreements with the Board.
The Independent Trustees met separately with their independent legal
counsel at both the January 22, 2014 and February 20, 2014 Board meetings to
discuss the Agreements and the information provided by Chartwell and TriState.
In reviewing the Agreements, the Board considered the nature, quality and
extent of services to be provided by Chartwell under the Agreements. The Board
considered the background and experience of Chartwell's portfolio management
team, noting that it had previously been informed of the retirement of Bernard
Shaffer effective December 31, 2013, and that the Transaction was not expected
to result in any other changes to the portfolio management team.
The Board also considered that it had last approved the Current Sub-Advisory Agreement for the Fund during the annual contract renewal process that concluded at the Board’s June 6-7, 2021 meeting. Given the Sub-Advisor’s representations of Chartwell that there willwould be no diminution ofchanges in the services provided underto the Agreements. In lightFund as a result of the information presented
andTransaction, that any differences in the considerations made,terms of the Board concluded that the nature, quality and
extent of services to be provided to each Fund by New Chartwell under the
Agreements were expected to be satisfactory.
The Board considered the sub-advisory fee rates to be paid by each Fund
under the Agreements, noting that they would be the same as the fee rate paid by
each Fund under the applicable PriorCurrent Sub-Advisory Agreement and that fees
payablethe New Agreement were immaterial to New Chartwell under the Interim Sub-Advisory Agreements would be held
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in escrow until shareholder approvalSub-Advisor’s management of the applicable New Sub-Advisory
Agreement. TheFund and that, except as discussed in the response to the Independent Trustees’ October 28, 2021 request to the Sub-Advisor relating to the Transaction, the Board including a majoritycould continue to rely on the materials provided by the Sub-Advisor in connection with the June 2021 renewal of the Independent Trustees,Current Sub-Advisory Agreement, the Board determined that apart fromits prior considerations in approving the provisionsrenewal of the InterimCurrent Sub-Advisory Agreements
required by Rule 15a-4 under the 1940 Act, the differences between the Prior
Sub-Advisory Agreements and the applicable Agreements were immaterial. For each
Fund, the Board considered that the sub-advisory fee rate was negotiated at
arm's length between the Advisor and Old Chartwell, an unaffiliated third-party.
For each Fund, the Board concluded that the sub-advisory fee rate was reasonable
and appropriate in light of the nature, quality and extent of services expected
to be provided by New Chartwell under the Agreements.Agreement remained relevant. The Board noted that, Chartwell did not identify any economies of scale
realized in connection with providing services toreviewing and renewing the Funds. The Board also
noted that the Transaction would recapitalize Chartwell and was expected to
position Chartwell for future growth. The Board also considered fall-out
benefits realized by Chartwell from its relationship with the Funds, noting
Chartwell's representation that no changes were anticipated in its soft-dollar
policy.
Current Sub-Advisory Agreement:
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| · | The Board considered the nature, extent and quality of the services provided by the Sub-Advisor and that the Sub-Advisor actively manages the Fund’s investments. In considering the Sub-Advisor’s management of the Fund, the Board noted the background and experience of the Sub-Advisor’s portfolio management team, including the Board’s prior meetings with members of the portfolio management team. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Fund by the Sub-Advisor were satisfactory and that the Sub-Advisor, under the oversight of the Advisor, has managed the Fund consistent with the Fund’s investment objective, policies and restrictions. |
| · | The Board noted that the sub-advisory fee for the Fund is paid by the Advisor from the advisory fee payable under the Fund’s investment advisory agreement and its understanding that the Fund’s sub-advisory fee rate was the product of an arm’s length negotiation. The Board received and reviewed information showing the sub-advisory fee rate for the Fund as compared to fees charged to other clients of the Sub-Advisor. |
| · | The Board considered performance information for the Fund. The Board noted the process that it has established for monitoring the Fund’s performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting from the Sub-Advisor for the Fund. The Board determined that this process continues to be effective for reviewing the Fund’s performance. The Board received and reviewed information comparing the Fund’s performance for periods ended December 31, 2020 to that of two benchmark indexes and to that of a performance group of funds and a broad performance universe of funds (the “Performance Universe”), each assembled by Broadridge Financial Solutions, Inc., an independent source. Based on the information provided on net asset value performance, the Board noted that the Fund outperformed the Performance Universe median and one of the benchmark indexes for the one-, three-, five- and ten-year periods ended December 31, 2020. The Board also noted that the Fund underperformed the other benchmark index for the one-, three-, five- and ten-year periods ended December 31, 2020. |
| · | On the basis of all the information provided on the fees, expenses and performance of the Fund and the ongoing oversight by the Board, the Board concluded that the sub-advisory fee continues to be reasonable and appropriate in light of the nature, extent and quality of the services provided by the Sub-Advisor to the Fund under the Current Sub-Advisory Agreement. |
| · | The Board considered the Sub-Advisor’s statement that since the Sub-Advisor’s inception as sub-advisor, assets in the Fund have not grown considerably, so further economies of scale have not been achieved. The Board did not review the profitability of the Sub-Advisor with respect to the Fund. The Board noted that the Advisor pays the Sub-Advisor for the Fund from its advisory fee and its understanding that the Fund’s sub-advisory fee rate was the product of an arm’s length negotiation. The Board considered fall-out benefits that may be realized by the Sub-Advisor from its relationship with the Fund, including that the Sub-Advisor enters into soft-dollar arrangements in connection with the Fund, and considered a summary of such arrangements. The Board concluded that the character and amount of potential fall-out benefits to the Sub-Advisor were not unreasonable. |
Based on all of the information considered and the conclusions reached, including the information considered and conclusions reached in connection with the June 2021 renewal of the Current Sub-Advisory Agreement, the Board, including a majority of the Independent Trustees, unanimously determined that the terms of the Agreements arewere fair and reasonable and that the approval of the Agreements is in the best interests of the Funds.Fund. No single factor was determinative in the Board'sBoard’s analysis.
SHAREHOLDER APPROVAL AND REQUIRED VOTE
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Shareholder Approval and Required Vote
To become effective, for a Fund, the applicable New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund. The "vote“vote of a majority of the outstanding voting securities"securities” of athe Fund is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the Sharesvoting securities of the Fund present at the Meeting if the holders of more than 50% of the outstanding Sharesvoting securities of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding Sharesvoting securities of the Fund. For purposes of determining the approval of athe New Sub-Advisory Agreement, abstentions and
broker non-votes will have the effect of a vote against the Proposal. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL
OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUNDS' PROXY SOLICITOR,All voting securities of the Fund represented by properly submitted proxies will be counted as present for purposes of determining a quorum. It is expected that broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers will request the instructions of such customers before the Meeting on how to vote their shares on the Proposal. Under applicable rules of the New York Stock Exchange, broker-dealer firms are not permitted to vote on the Proposal with respect to shares for which no instructions have been received from customers.
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 FINANCIAL SOLUTIONS,Fund Solutions, LLC, AT (866) 530-8634 WEEKDAYS FROMat (888) 567-1626 weekdays from 9:00 A.M. TOa.m. to 10:00 P.M.
EASTERN TIME.
THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS OF
EACH FUND VOTE TO APPROVE ITS NEW SUB-ADVISORY AGREEMENT.
p.m. Eastern Time.
The Board of Trustees recommends that shareholders of the Fund
vote to approve the New Sub-Advisory Agreement.
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ADDITIONAL INFORMATION
INFORMATION ABOUT THE ADVISOR
Additional Information
General Information—Solicitation of Proxies
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. The solicitation of proxies will be largely by mail, but may include telephonic, electronic or oral communications by officers and service providers of the Fund, as well as affiliates of such service providers. A proxy solicitation firm, AST Fund Solutions, LLC, has also been engaged to provide proxy solicitation and tabulation services for the Fund, as well as certain related services, at an expected total cost of approximately $62,600. The expense of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and all other costs in connection with the solicitation of proxies to be voted at the Meeting, will be borne by Chartwell. Chartwell 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. Chartwell will bear the foregoing costs and expenses regardless of whether the Closing occurs or shareholder approval of the New Sub-Advisory Agreement is obtained.
The Meeting and Voting Rights
The Meeting is scheduled to be held on _____, ______, 2022, at _______ Central Time at the offices of First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. You may vote in any one of four ways:
| · | by mail, by sending the enclosed proxy card, signed and dated, in the enclosed postage-paid envelope; |
| · | by phone, by following the instructions set forth on your proxy card; |
| · | via the Internet, by following the instructions set forth on your proxy card; or |
| · | in person, by attending the Meeting. Please note that 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 (as defined below), to be admitted to the Meeting. 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. |
Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients may request voting instructions from such customers and clients. You are encouraged to contact your broker-dealer and record your voting instructions.
The close of business on _______, 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. 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 Fund’s By-Laws include provisions (referred to as the “Control Share 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. 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 within certain ranges of percentages in the election of Trustees of the Fund. [Based on available information as of the date of this Proxy Statement, the Fund expects that all shares of the Fund outstanding as of the Record Date will be entitled to vote on the Proposal and deemed to be voting securities for purposes of determining whether the Proposal is approved, and no shares of the Fund will be subject to the Control Share Provisions.]
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A list of shareholders of record of the Fund entitled to notice of and to be present and to vote at the Meeting will be available at the offices of the Advisor, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder of the Fund 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 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.
Use and Revocation of Proxies
For shareholders voting by mail, if the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon, or, if no instructions are marked thereon, will be voted at the discretion of the persons named on the proxy card. Accordingly, unless instructions to the contrary are marked thereon, a properly executed and returned proxy will be voted FOR the Proposal, and at the discretion of the named proxies on any other matters that may properly come before the Meeting, as deemed appropriate. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise by (i) attending the Meeting and voting his or her or its shares in person; (ii) timely submitting a revocation of a prior proxy to (a) the Fund’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 and (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.
Quorum Requirements, Postponements and Adjournments
Under the Fund’s By-Laws, the holders of shares representing thirty-three and a third percent (33-1/3%) of the outstanding shares of the Fund entitled to vote at the Meeting, present in person or by proxy, will be necessary to constitute a quorum for the transaction of business by the Fund. Under the Fund’s By-Laws, in general, for purposes of establishing whether a quorum is present at a meeting of shareholders, all shares present in person or by properly submitted proxy and entitled to vote, including abstentions and broker non-votes, are counted. Broker non-votes are 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. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because the Proposal is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under applicable rules of the New York Stock Exchange, the Fund does not expect there to be any broker non-votes at the Meeting.
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The Meeting may be postponed prior to the Meeting with notice to the shareholders entitled to vote at the Meeting. 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. In addition, upon motion of the chair of the Meeting, the question of adjournment may be submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more matters 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 may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or adjournments.
Share Ownership Over 5%
As of the close of business on the Record Date, there were __________ shares outstanding of the Fund.
As of the Record Date, no person is known by the Fund to have owned beneficially or of record more than 5% of the shares outstanding of the Fund except as set forth in the chart below. A shareholder owning beneficially more than 25% of the Fund’s voting securities may be deemed to “control” (as defined in the 1940 Act) the Fund. The vote of any such person could have a more significant effect on matters presented at a shareholders’ meeting than votes of other shareholders. Information as to ownership is based on securities position listing reports as of the Record Date. The Fund does not have any knowledge of who the ultimate beneficiaries are of the Fund’s shares outstanding.
| Name and Address | Shares Owned | % of Outstanding Shares Owned |
| Shares | % | |
| Shares | % | |
| Shares | % | |
| Shares | % | |
| Shares | % | |
| Shares | % |
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Share Ownership of Trustees and Executive Officers
The number of shares of the Fund beneficially owned as of December 31, 2021 by (a) the Trustees and (b) the Trustees and executive officers of the Fund as a group, is set forth below.
| Name | Number of Shares |
| Interested Trustee | |
| James A. Bowen | 4,003 |
| Independent Trustees | |
| Richard E. Erickson | 513 |
| Thomas R. Kadlec | 978 |
| Denise M. Keefe* | 0 |
| Robert F. Keith | 0 |
| Niel B. Nielson | 708 |
| Trustees and Executive Officers as a Group | 6,202 |
*Denise M. Keefe has been an Independent Trustee since November 1, 2021.
As of December 31, 2021, (a) the Trustees and (b) the Trustees and executive officers of the Fund as a group, beneficially owned less than 1% of the total shares outstanding of the Fund.
Investment Advisor and Certain Other Service Providers
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, serves as each Fund'sthe Fund’s investment adviser.advisor. Additionally, First Trust Advisors is responsible for providing certain clerical, bookkeeping and other administrative services to eachthe Fund and also provides fund reporting services to eachthe Fund for a flat annual fee. First Trust Advisors will continue
to serve in these capacities afteris an Illinois 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 approval by shareholdersChief Executive Officer of First Trust Advisors, the applicable New Sub-Advisory Agreement.
INFORMATION ABOUT THE ADMINISTRATOR, ACCOUNTING AGENT AND TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway,
Wilmington, Delaware 19809 acts as the administrator, accounting agent and
transfer agent to each Fund.
BENEFICIAL OWNERSHIP
Control Persons and Principal Holders
To the knowledgeChairman of the Board as of the Record Date, no single
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) beneficially owned more than
5% of the Fund's outstanding Shares, except as noted in the following table. A
control person is one who owns, either directly or indirectly, more than 25% of
the voting securities of a fund or acknowledges the existence of control. A
party that controls a Fund may be able to significantly affect the outcome of
any item presented to shareholders for approval. Information as to beneficial
ownership of Shares, including percentage of outstanding Shares beneficially
owned, is based on securities position listing reports as of the Record Date.
The Funds do not have any knowledge of the identity of the ultimate
beneficiaries of the Shares listed below.
Delivery of a Fund not less than forty-five (45) days nor
more than sixty (60) days prior to the first anniversary date of the date of the
proxy statement released to shareholders for the preceding year's annual
meeting. However, if and only if the annual meeting is not scheduled to be held
within a period that commences thirty (30) days before the first anniversary
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date of the annual meeting for the preceding year and ends thirty (30) days
after such anniversary date (an annual meeting date outside such period being
referred to herein as an "Other Annual Meeting Date"), such Shareholder Notice
must be given as described above by the later of the close of business on (i)
the date forty-five (45) days prior to such Other Annual Meeting Date or (ii)
the tenth (10th) business day following the date such Other Annual Meeting Date
is first publicly announced or disclosed. Shareholder Notices should be sent to
a Fund at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, Attention:
W. Scott Jardine, Secretary.
Timely submission of a proposal does not mean that such proposal will be
included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholders of each Fund who want to communicate with the Board of
Trustees or any individual Trustee should write the respective Fund to the
attention of the Fund Secretary, W. Scott Jardine. Certain Documents
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
chairman of the Nominating and Governance Committee of the Board and the
independent legal counsel to the Independent Trustees for further distribution
as deemed appropriate by such persons.
FISCAL YEAR
The fiscal year end for the Equity Income Fund is December 31 and the
fiscal year end for the Dividend and Income Fund is November 30.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of each Fund
following the Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directedmade by writing to the Fund 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 or
Notice of Availability of Proxy Materials, as applicable, 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 Notice of Availability of Proxy
Materials, as applicable, 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 applicable Fund at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.
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OTHER MATTERS TO COME BEFORE THE MEETING
Submission of Shareholder Proposals
Shareholder Proposals for Inclusion in the Fund’s Proxy Statement. To be considered for presentation at the 2023 annual meeting of shareholders of the Fund and included in the Fund’s proxy statement relating to such meeting, a shareholder proposal must be submitted pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934 (the “1934 Act”) and must be received at the principal executive offices of the applicable Fund not later than November 21, 2022. However, timely submission of a proposal does not mean that such proposal will be included in the 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 Fund’s Declaration of Trust, under the 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 the 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 Fund’s By-Laws, unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the Fund’s principal executive offices, Attn: W. Scott Jardine, Secretary, not less than 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.
In order for a shareholder to properly propose a nominee for election to the Board of Trustees of the 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 the 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 Fund at the Fund’s principal executive offices. Any shareholder of the Fund considering making a nomination or submitting any other proposal should carefully review the By-Laws.
In addition, the By-Laws provide that, unless required by applicable law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been deemed a proper matter for shareholder action by at least sixty-six and two-thirds percent (66-2/3%) of the Trustees. Timely submission of a proposal does not mean that such proposal will be brought before the meeting.
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Other Matters to Come Before the Meeting
No business other than the matterProposal, as described above, is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment or postponement of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the Funds.
April __, 2014
--------------------------------------------------------------------------------
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
THROUGH THE INTERNET. TO VOTE BY MAIL, PLEASE COMPLETE AND MAIL YOUR PROXY CARD
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. ALTERNATIVELY, SHAREHOLDERS MAY
VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSAL OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUNDS' PROXY SOLICITOR, AST
FUND SOLUTIONS, LLC, AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
--------------------------------------------------------------------------------
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EXHIBIT A-1
FORM OF NEW INVESTMENT SUB-ADVISORY AGREEMENT
FOR
FIRST TRUST ENHANCED EQUITY INCOME FUND
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENTFund.
____, 2022
| 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 through the internet. 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 (888) 567-1626 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time. |
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Exhibit A -- Form of New Sub-Advisory Agreement
Investment Sub-Advisory Agreement
Agreement made as of this [ ]___ day of [ ], 2014____, 2022 by and among First Trust Enhanced Equity Income Fund, a Massachusetts business trust (the "Fund"“Fund”), First Trust Advisors L.P., an Illinois limited partnership and a registered investment adviser with the Securities and Exchange Commission ("SEC"(“SEC”) (the "Manager"“Manager”), and Chartwell Investment Partners, Inc.,LLC, a Pennsylvania corporationlimited liability company and a registered investment adviser with the SEC (the "Sub-Adviser"“Sub-Adviser”).
WHEREAS,
Whereas, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”);
WHEREAS,
Whereas, the Fund has retained the Manager to serve as the investment manager for the Fund pursuant to an Investment Management Agreement between the Manager and the Fund (as such agreement may be modified from time to time, the "Management Agreement"“Management Agreement”);
WHEREAS,
Whereas, the Management Agreement provides that the Manager may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement;
WHEREAS,
Whereas, the Fund and the Manager desire to retain the Sub-Adviser to furnish investment advisory services for the Fund'sFund’s investment portfolio, upon the terms and conditions hereafter set forth;
NOW, THEREFORE,
Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment.Appointment. The Fund and the Manager hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund or Manager in any way, nor otherwise be deemed an agent of the Fund or the Manager.
2. Services to Be Performed.Performed. Subject always to the supervision of the Fund'sFund’s Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund'sFund’s investment portfolio, all on behalf of the Fund and as described in the Fund'sFund’s most recent registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund'sFund’s investments, and (c) comply with the provisions of A-1-1
Fund'sFund’s Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund'sFund’s Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager has provided the Sub-Adviser with current copies of the Fund'sFund’s Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser'sSub-Adviser’s performance under this Agreement.
The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund'sFund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund'sFund’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser'sSub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.
In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser'sSub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.
The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including A-1-2
Fund'sFund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund'sFund’s Board of Trustees has approved these types of transactions.
A-2
The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser'sSub-Adviser’s authority regarding the execution of the Fund'sFund’s portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser.
The Sub-Adviser will communicate to the officers and Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund'sFund’s portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act.
Act and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform in all material respects to all applicable rules and regulations of the SEC, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund'sFund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund'sFund’s securities and other transactions for the Fund'sFund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and Fund'sFund’s Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided,(provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
3. Expenses.Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than (i) the cost of securities and other assets purchased for
A-1-3
4. Compensation.Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the "Management Fee"“Management Fee”) equal to the annual rate of 0.50% of the Fund'sFund’s Managed Assets (as defined below). For purposes of calculating the Management Fee, Managed Assets means the average daily gross assets of the Fund, minus the sum of the Fund'sFund’s accrued and unpaid dividends on any outstanding common shares and accrued liabilities (including the value of call options written (sold)). The Management Fee shall be payable in arrears on or about the first day of each month during the term of this Agreement.
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others.Others. The Fund and the Manager acknowledge that the Sub-Adviser now acts, or may in the future act, as an investment adviser to other managed accounts and as investment adviser or investment sub-adviser to one or more other investment companies. In addition, the Fund and the Manager acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser'sSub-Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts and for managing its own accounts.
6. Limitation of Liability.Liability. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser'sSub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.
7. Term; Termination.Termination. This Agreement shall become effective with respect to the Fund on the date provided above (the "Effective Date"“Effective Date”) provided that it has been approved in the manner required by the 1940 Act, and shall remain in full force through June 30, 2015,until the two-year anniversary of its Effective Date unless sooner terminated as hereinafter provided. This Agreement, however, shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager or the Sub-Adviser upon sixty (60) days'days’ written notice to the other parties. This Agreement may also be terminated by the Fund by action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding A-1-4
days'days’ written notice to the Sub-Adviser by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any penalty by the Manager, the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein.
The terms "assignment"“assignment” and "vote“vote of a majority of the outstanding voting securities"securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination and for any additional period during which Sub-Adviser serves as such for the Fund, subject to applicable law.
8. Compliance Certification.Certification. From time to time the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act as are reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under the 1940 Act.
9. Notice.Notice. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.
If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Enhanced Equity Income Fund Chartwell Investment Partners, Inc.
First Trust Advisors L.P. 1235 Westlakes Drive, Suite 400
120 E. Liberty Drive, Suite 400 Berwyn, Pennsylvania 19312
Wheaton, Illinois 60187 Attention: Maria E. Pollack
Attention: Secretary
If by Facsimile: (610) 722-5644
If by Facsimile: (630) 517-7437
| If to the Manager or the Fund: | If to the Sub-Adviser: |
First Trust Enhanced Equity Income Fund First Trust Advisors L.P. 120 E. Liberty Drive, Suite 400 Wheaton, Illinois 60187 Attention: Secretary | Chartwell Investment Partners, LLC 1205 Westlakes Drive, Suite 100 Berwyn, Pennsylvania 19312 Attention: Melissa L. Haupt If by Facsimile: (610) 722-5644 |
10. Limitations on Liability.Liability. All parties hereto are expressly put on notice of the Fund'sFund’s Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Fund'sFund’s officers in their capacity as officers and not individually and is not binding upon any of the Trustees, officers or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund for the enforcement of any claims.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
A-1-5
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
12. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 10 hereof, which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
13. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.
14. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
15. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 are not severable.
16. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.
A-1-6
IN WITNESS WHEREOF, the Fund, the Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P. CHARTWELL INVESTMENT PARTNERS, INC.
By: _________________________________ By: ____________________________
Title: ___________________________ Title: _____________________
FIRST TRUST ENHANCED EQUITY INCOME FUND
By: __________________________________
Title: ____________________________
A-1-7
EXHIBIT A-2
FORM OF NEW INVESTMENT SUB-ADVISORY AGREEMENT
FOR
FIRST TRUST DIVIDEND AND INCOME FUND
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this [ ] day of [ ], 2014, by and among First Trust
Dividend and Income Fund, a Massachusetts business trust (the "Fund"), First
Trust Advisors L.P., an Illinois limited partnership (the "Manager") and a
registered investment adviser with the Securities and Exchange Commission
("SEC"), and Chartwell Investment Partners, Inc., a Pennsylvania corporation and
a registered investment adviser with the SEC (the "Sub-Adviser")Miscellaneous.
WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (as such agreement may be modified from time to time, the
"Management Agreement");
WHEREAS, the Management Agreement provides that the Manager may, subject
to the initial and periodic approvals required under Section 15 of the 1940 Act,
appoint a sub-adviser at its own cost and expense for the purpose of furnishing
certain services required under the Management Agreement;
WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services for the Fund's investment portfolio, upon
the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. The Fund and the Manager hereby appoint the Sub-Adviser to
provide certain sub-investment advisory services to the Fund for the period and
on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Fund or the Manager in any way, nor otherwise be deemed an agent of the Fund or
the Manager.
2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees (the "Board of Trustees" or the "Board") and the
Manager, the Sub-Adviser will act as sub-adviser for, and manage on a
discretionary basis the investment and reinvestment of the assets of the Fund,
furnish an investment program in respect of, make investment decisions for, and
place all orders for the purchase and sale of securities and other instruments
for the Fund's investment portfolio, all on behalf of the Fund and as described
in the Fund's most recent effective registration statement on Form N-2, as the
same may thereafter be amended from time to time. In the performance of its
duties, the Sub-Adviser will in all material respects (a) satisfy any applicable
A-2-1
fiduciary duties it may have to the Fund, (b) monitor the Fund's investments,
and (c) comply with the provisions of the Fund's Declaration of Trust and
By-laws, as amended from time to time and communicated by the Fund or the
Manager to the Sub-Adviser in writing, and the stated investment objectives,
policies and restrictions of the Fund as such objectives, policies and
restrictions may subsequently be changed by the Fund's Board of Trustees and
communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund
or the Manager has provided the Sub-Adviser with current copies of the Fund's
Declaration of Trust, By-laws, prospectus, statement of additional information
and any amendments thereto, and any objectives, policies or limitations not
appearing therein as they may be relevant to the Sub-Adviser's performance under
this Agreement.
The Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio investments for the Fund, and is
directed to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided. Subject to approval by the Fund's Board of Trustees and
compliance with the policies and procedures adopted by the Board of Trustees for
the Fund and to the extent permitted by and in conformance with applicable law
(including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or
dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion.
In addition, the Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities placed with respect to the
assets of the Fund with similar orders being made simultaneously for other
accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of the Sub-Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in a
fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that
under some circumstances, such allocation may adversely affect the Fund with
respect to the price or size of the securities positions obtainable or salable.
Whenever the Fund and one or more other investment advisory clients of the
Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed by the Sub-Adviser
to be equitable to each, although such allocation may result in a delay in one
or more client accounts being fully invested that would not occur if such an
allocation were not made. Moreover, it is possible that due to differing
investment objectives or for other reasons, the Sub-Adviser and its affiliates
may purchase securities of an issuer for one client and at approximately the
same time recommend selling or sell the same or similar types of securities for
another client.
A-2-2
The Sub-Adviser will not arrange purchases or sales of securities between
the Fund and other accounts advised by the Sub-Adviser or its affiliates unless
(a) such purchases or sales are in accordance with applicable law (including
Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures, (b) the
Sub-Adviser determines the purchase or sale is in the best interests of the
Fund, and (c) the Fund's Board of Trustees has approved these types of
transactions.
The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein. Such policies and procedures and any amendment
thereto will be communicated by the Manager to the Sub-Adviser.
The Sub-Adviser will communicate to the officers and Trustees of the Fund
such information relating to transactions for the Fund as they may reasonably
request. In no instance will the Fund's portfolio securities be purchased from
or sold to the Manager, the Sub-Adviser or any affiliated person of either the
Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940
Act.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(b) will (i) conform in all material respects to all applicable
rules and regulations of the SEC, (ii) comply in all material respects
with all policies and procedures adopted by the Board of Trustees for the
Fund and communicated to the Sub-Adviser in writing and (iii) conduct its
activities under this Agreement in all material respects in accordance
with any applicable law and regulations of any governmental authority
pertaining to its investment advisory activities;
(c) will report to the Manager and to the Board of Trustees of the
Fund on a quarterly basis and will make appropriate persons available for
the purpose of reviewing with representatives of the Manager and the Board
of Trustees on a regular basis at such times as the Manager or the Board
of Trustees may reasonably request in writing regarding the management of
the Fund, including, without limitation, review of the general investment
strategies of the Fund, the performance of the Fund's investment portfolio
in relation to relevant standard industry indices and general conditions
affecting the marketplace and will provide various other reports from time
to time as reasonably requested by the Manager or the Board of Trustees of
the Fund; and
(d) will prepare and maintain such books and records with respect to
the Fund's securities and other transactions for the Fund's investment
portfolio as required for registered investment advisers under applicable
law or as otherwise requested by the Manager or the Board and will prepare
and furnish the Manager and the Fund's Board of Trustees such periodic and
special reports as the Board or the Manager may reasonably request. The
Sub-Adviser further agrees that all records that it maintains for the Fund
are the property of the Fund and the Sub-Adviser will surrender promptly
to the Fund any such records upon the request of the Manager or the Fund
(provided, however, that the Sub-Adviser shall be permitted to retain
copies thereof); and shall be permitted to retain originals (with copies
to the Fund) to the extent required under Rule 204-2 of the Investment
Advisers Act of 1940 or other applicable law.
A-2-3
3. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than (i) the cost of securities and other assets purchased for
the Fund, and (ii) the costs directly associated with purchasing and selling
securities and other assets for the Fund, if any, including, but not limited to,
brokerage commissions, stamps, duties, taxes and custody fees related to
transfers.
4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.50% of the
Fund's Managed Assets (as defined below) allocated to the Sub-Adviser. For
purposes of calculating the Management Fee, Managed Assets means the average
daily gross asset value of the Fund (including assets attributable to the Fund's
Preferred Shares (as such term is defined in the Fund's prospectus), if any, and
the principal amount of borrowings, if any), minus the sum of the Fund's accrued
and unpaid dividends on any outstanding Preferred Shares and accrued liabilities
(other than the principal amount of any borrowings incurred, commercial paper or
notes issued by the Fund). For purposes of determining Managed Assets, the
liquidation preference of any outstanding Preferred Shares of the Fund is not
treated as a liability. The Management Fee shall be payable in arrears on or
about the first day of each month during the term of this Agreement.
For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or investment sub-adviser to
one or more other investment companies. In addition, the Fund and the Manager
acknowledge that the persons employed by the Sub-Adviser to assist in the
Sub-Adviser's duties under this Agreement will not devote their full time to
such efforts. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts and for managing its own accounts.
6. Limitation of Liability. The Sub-Adviser shall not be liable for, and
the Fund and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.
7. Term; Termination. This Agreement shall become effective with respect
to the Fund on the date provided above (the "Effective Date"), provided that it
has been approved in the manner required by the 1940 Act, and shall remain in
full force through June 30, 2015 unless sooner terminated as hereinafter
provided. This Agreement, however, shall continue in force from year to year
thereafter, but only as long as such continuance is specifically approved for
the Fund at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder; provided, however, that if the continuation of this
Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in
A-2-4
such capacity for the Fund in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Fund upon sixty (60) days' written notice to the
Sub-Adviser by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
that results in a breach of the material covenants of the Sub-Adviser set forth
herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned prior to such termination and for any additional
period during which the Sub-Adviser serves as such for the Fund, subject to
applicable law.
8. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act, as
are reasonably requested by the Fund or the Manager. In addition, the
Sub-Adviser will, from time to time, provide a written assessment of its
compliance program in conformity with current industry standards that is
reasonably acceptable to the Fund to enable the Fund to fulfill its obligations
under Rule 38a-1 under the 1940 Act.
9. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.
If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Dividend and Income Fund Chartwell Investment Partners, Inc.
First Trust Advisors L.P. 1235 Westlakes Drive, Suite 400
120 E. Liberty Drive, Suite 400 Berwyn, Pennsylvania 19312
Wheaton, Illinois 60187 Attention: Maria E. Pollack
Attention: Secretary
If by Facsimile: (610) 722-5644
If by Facsimile: (630) 517-7437
10. Limitations on Shareholder and Trustee Liability. All parties hereto
are expressly put on notice of the Fund's Declaration of Trust and all
amendments thereto, a copy of which is on file with the Secretary of the
Commonwealth of Massachusetts, and the limitation of shareholder and trustee
liability contained therein and a copy of which has been provided to the
Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of
the Fund by an officer of the Fund in his or her capacity as an officer and not
A-2-5
individually and is not binding upon any of the Trustees, officers, or
shareholders of the Fund individually but the obligations imposed upon the Fund
by this Agreement are binding only upon the assets and property of the Fund, and
persons dealing with the Fund must look solely to the assets of the Fund for the
enforcement of any claims.
11. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
12. Applicable Law.Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof, which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. For the avoidance of doubt, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation, no-action assurance, order (including any amendment thereto) or other relief of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation, no-action assurance, order (including any amendment thereto) or other relief.
13. Amendment, Etc.Etc. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.
14. Authority.Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Fund represents that engagement of the Sub-Adviser has been duly authorized by the Fund and is in accordance with the Fund'sFund’s Declaration of Trust and other governing documents of the Fund.
15. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any person or entity that is not a party hereto.
16. Forum Selection. Any action brought on or with respect to this Agreement or any other document executed in connection herewith or therewith by a party to this Agreement against another party to this Agreement shall be brought only in a court of competent jurisdiction in Chicago, Cook County, Illinois, or if venue does not lie in any such court only in a court of competent jurisdiction within the State of Illinois (the “Chosen Courts”). Each party to this Agreement (a) consents to jurisdiction in the Chosen Courts; (b) waives any objection to venue in any of the Chosen Courts; and (c) waives any objection that any of the Chosen Courts is an inconvenient forum. In any action commenced by a party hereto against another party to the Agreement, there shall be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.
17. Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof; provided, however, that the provisions governing payment of the Management Fee described in Section 4 are not severable.
16.
18. Entire Agreement.Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.
A-2-6
IN WITNESS WHEREOF,
In Witness Whereof, the Fund, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P. FIRST TRUST DIVIDEND AND INCOME FUND
By: ______________________________ By: ______________________________
Title: ___________________________ Title:___________________________
CHARTWELL INVESTMENT PARTNERS, INC.
By: ______________________________
Title: ___________________________
A-2-7
FORM OF PROXY CARD
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proxy -- [NAME OF FUND]
--------------------------------------------------------------------------------
Proxy Card for the Special Meeting of Shareholders - June 9, 2014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of [Name of Fund], a Massachusetts
business trust (the "Fund"), hereby appoints W. Scott Jardine, Mark R. Bradley,
Kristi A. Maher, James M. Dykas and Erin E. Klassman as attorneys and proxies
for the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
the Fund that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at the offices of
| First Trust Advisors L.P. | Chartwell Investment Partners, LLC | |
| By | By | |
| Title: | Title: |
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,
at 4:00 p.m. Central time on the date indicated above, and any adjournments or
postponements thereof. The undersigned hereby acknowledges receipt of the Notice
of Joint Special Meetings of Shareholders and Joint Proxy Statement dated April
__, 2014, and hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting and any adjournments
or postponements thereof (including, but not limited to, any questions as to
adjournment or postponement of the Meeting). A majority of the proxies present
and acting at the Meeting in person or by substitute (or, if only one shall be
so present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THE PROXY CARD MUST BE SIGNED AND DATED FOR YOUR INSTRUCTIONS TO BE COUNTED AND
WILL BE VOTED IN THE MANNER INDICATED. IF NO INSTRUCTIONS HAVE BEEN INDICATED
HEREON, A VOTE WILL BE CAST "FOR" THE PROPOSAL. PLEASE COMPLETE AND RETURN THIS
PROXY CARD PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
FORM OF PROXY CARD
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[NAME OF FUND]
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IMPORTANT SPECIAL MEETING INFORMATION
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[ADDRESS LINES]
ELECTRONIC VOTING INSTRUCTIONS
AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the voting methods outlined
below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED BY [__________],
CENTRAL TIME, ON JUNE 9, 2014.
VOTE BY INTERNET
[QR code o Go to [_________________]
graphic
omitted] o Or scan the QR code with your smartphone
o Follow the steps outlined on the secure website
VOTE BY TELEPHONE
o Call toll free [_______________] within the USA, US territories & Canada
on a touch tone telephone
o Follow the instructions provided by the recorded message
YOU MAY VOTE BY MAIL, BY INTERNET OR BY TELEPHONE. IF YOU CHOOSE TO VOTE BY
INTERNET OR BY TELEPHONE, YOU SHOULD NOT MAIL YOUR PROXY CARD.
Using a BLACK INK pen, mark your votes with an
X as shown in this example. Please do not write
outside the designated areas. [X]
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SPECIAL MEETING PROXY CARD 1234 5678 9012 345
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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A PROPOSAL -- THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL TO
APPROVE A NEW INVESTMENT SUB-ADVISORY AGREEMENT WITH CHARTWELL
INVESTMENT PARTNERS, INC. FOR THE FUND.
FOR AGAINST ABSTAIN
1. Approval of New Investment Sub-Advisory
Agreement [ ] [ ] [ ]
B NON-VOTING ITEMS
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CHANGE OF ADDRESS - Please print new address below.
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COMMENTS - Please print your comments below.
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MEETING ATTENDANCE - Mark the box to the right if you plan to
attend the Special Meeting [ ]
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE
COUNTED. -- DATE AND SIGN BELOW
Please be sure to sign and date this Proxy Card. Please sign exactly as your
name(s) appear(s) on this Proxy Card. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee,
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by an authorized officer. If a partnership, please sign in
partnership name by an authorized person.
Date (mm/dd/yyyy) -- Please print date below.
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Signature 1 -- Please keep signature within the box.
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Signature 2 -- Please keep signature within the box.
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Enhanced Equity Income Fund
By
Title:
A-7
