UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23072
First Trust Dynamic Europe Equity Income Fund
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name and address of agent for service)
registrant’s telephone number, including area code: (630) 765-8000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2020
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
![](https://capedge.com/proxy/N-CSRS/0001445546-20-004249/img5f83f6e41.jpg)
First Trust
Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Report
For the Six Months Ended
June 30, 2020
First Trust Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Report
June 30, 2020
Caution Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of First Trust Advisors L.P. (“First Trust” or the “Advisor”) and/or Janus Capital Management LLC (“Janus Capital” or the “Sub-Advisor”) and their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as “anticipate,” “estimate,” “intend,” “expect,” “believe,” “plan,” “may,” “should,” “would” or other words that convey uncertainty of future events or outcomes.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of First Trust Dynamic Europe Equity Income Fund (the “Fund”) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this report, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and/or Sub-Advisor and their respective representatives only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof.
Managed Distribution Policy
The Board of Trustees of the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive relief received from the Securities and Exchange Commission that permits the Fund to make periodic distributions of long-term capital gains as frequently as monthly each tax year. Under the Plan, the Fund currently intends to continue to pay a recurring monthly distribution in the amount of $0.06 per Common Share that reflects the distributable cash flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may result in a reduction of the long-term capital gain distribution necessary at year end by distributing realized capital gains throughout the year. The annual distribution rate is independent of the Fund’s performance during any particular period. Accordingly, you should not draw any conclusions about the Fund’s investment performance from the amount of any distribution or from the terms of the Plan. The Board of Trustees may amend or terminate the Plan at any time without prior notice to shareholders.
Performance and Risk Disclosure
There is no assurance that the Fund will achieve its investment objectives. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Risk Considerations” in the Additional Information section of this report for a discussion of certain other risks of investing in the Fund.
Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and common share price will fluctuate and Fund shares, when sold, may be worth more or less than their original cost.
The Advisor may also periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
How to Read This Report
This report contains information that may help you evaluate your investment in the Fund. It includes details about the Fund and presents data and analysis that provide insight into the Fund’s performance and investment approach.
By reading the portfolio commentary by the portfolio management team of the Fund, you may obtain an understanding of how the market environment affected the Fund’s performance. The statistical information that follows may help you understand the Fund’s performance compared to that of a relevant market benchmark.
It is important to keep in mind that the opinions expressed by personnel of First Trust and Janus Capital are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover the period through the date on the cover of this report. The material risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, this report and other Fund regulatory filings.
First Trust Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Letter from the Chairman and CEO
June 30, 2020
Dear Shareholders,
First Trust is pleased to provide you with the semi-annual report for the First Trust Dynamic Europe Equity Income Fund (the “Fund”), which contains detailed information about the Fund for the six months ended June 30, 2020.
The past six months have been a whirlwind in the U.S. and abroad. While it is believed that the coronavirus (“COVID-19”) pandemic was first discovered in Wuhan, China around the close of 2019, the country that has been hit the hardest since its onset is the U.S., according to data provided by the Johns Hopkins University Coronavirus Resource Center. As of July 17, 2020, there were 13.90 million confirmed cases of COVID-19 worldwide. The U.S. accounted for 3.62 million of them, the most of any country by far. Over the same period, there were 592,806 confirmed deaths from the virus worldwide. Once again, the U.S. led all countries with 138,840 deaths. Brazil was a distant second at 76,688 deaths. Having tried a stay-at-home mandate for much of the U.S. during the initial stages of the virus, a few large states did elect to reopen sooner than others and it appears to have backfired. Three such states − Georgia, Florida and Texas – have experienced a surge in COVID-19 cases.
Having said all that, the optimist in me is just as focused on finding a remedy for COVID-19, which seems likely to come in the form of a new vaccine. There are more than 100 COVID-19 vaccines in development and at least 20 of them are expected to begin human testing this year, according to Research and Markets, a provider of market analysis and insight into 800+ industries. Due to the severity of COVID-19, some governments around the globe appear to be ready to fast track any medicines demonstrating a high degree of efficacy in clinical testing. If we do not get a vaccine in the foreseeable future, perhaps therapeutics can tide us over.
The extent of the economic fallout from COVID-19 was put into perspective on July 30, 2020, as the economy posted its second consecutive quarter of negative U.S. gross domestic product (“GDP”). Real U.S. GDP growth declined by an annualized 32.9% in the second quarter, much worse than the 5.0% annualized decline registered in the first quarter of 2020, according to data from the Bureau of Economic Analysis. The two consecutive negative quarters of GDP growth is confirmation that the U.S. economy is in a recession. A recent survey by Primerica found that 86% of middle-income U.S. households have been financially impacted by the pandemic and 51% of those polled said they are concerned they might run out of money to purchase necessities by year-end. For these and other reasons, we believe the Trump Administration and Congress are likely to appropriate additional forms of stimulus to help Americans cope with the ongoing financial burdens associated with COVID-19.
Perhaps the best word to describe the relationship between the economy and the stock market these days is disconnected. The rally in stocks does not reflect the pain in the economy. On the other hand, exceptionally low interest rates and bond yields may be inspiring investors to assume more risk to generate more return. This is the appropriate time to utter the following: Don’t fight the Federal Reserve! The rebound in the stock market from its sharp sell-off in the first quarter of 2020 has been confidence-inspiring, in my opinion. The stock market is essentially a discounting mechanism that takes forecasts and other forward-looking information into account to value companies today. It could be that investors are looking beyond 2020 results to expected 2021 results. Bloomberg’s consensus 2020 and 2021 estimated earnings growth rates for the S&P 500® Index were -21.89% and 25.53%, respectively, as of July 17, 2020. While the ride could be a bit bumpy over the next few months (think presidential election), stay the course!
Thank you for giving First Trust the opportunity to play a role in your financial future. We value our relationship with you and will report on the Fund again in six months.
Sincerely,
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
First Trust Dynamic Europe Equity Income Fund (FDEU)
“AT A GLANCE”
As of June 30, 2020 (Unaudited)
Fund Statistics | |
Symbol on New York Stock Exchange | FDEU |
Common Share Price | $10.34 |
Common Share Net Asset Value (“NAV”) | $11.87 |
Premium (Discount) to NAV | (12.89)% |
Net Assets Applicable to Common Shares | $204,471,169 |
Current Monthly Distribution per Common Share(1) | $0.0600 |
Current Annualized Distribution per Common Share | $0.7200 |
Current Distribution Rate on Common Share Price(2) | 6.96% |
Current Distribution Rate on NAV(2) | 6.07% |
Common Share Price & NAV (weekly closing price)
Performance | | | |
| | | Average Annual Total Returns |
| 6 Months Ended 6/30/20 | 1 Year Ended 6/30/20 | Inception (9/24/15) to 6/30/20 |
Fund Performance(3) | | | |
NAV | -22.54% | -14.22% | -0.58% |
Market Value | -26.87% | -18.03% | -4.35% |
Index Performance | | | |
MSCI Europe Index | -12.78% | -6.78% | 3.77% |
(1) | Most recent distribution paid or declared through 6/30/2020. Subject to change in the future. |
(2) | Distribution rates are calculated by annualizing the most recent distribution paid or declared through the report date and then dividing by Common Share Price or NAV, as applicable, as of 6/30/2020. Subject to change in the future. |
(3) | Total return is based on the combination of reinvested dividend, capital gain, and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
First Trust Dynamic Europe Equity Income Fund (FDEU)
“AT A GLANCE” (Continued)
As of June 30, 2020 (Unaudited)
Top Ten Holdings | % of Total Investments |
Nestle S.A. | 3.7% |
Sanofi | 3.5 |
National Grid PLC | 3.1 |
Novartis AG | 3.0 |
GlaxoSmithKline PLC | 2.8 |
Novo Nordisk A.S., Class B | 2.6 |
Vodafone Group PLC | 2.5 |
Henkel AG & Co., KGaA (Preference Shares) | 2.3 |
Roche Holding AG | 2.3 |
SSE PLC | 2.3 |
Total | 28.1% |
Sector Allocation | % of Total Investments |
Industrials | 16.7% |
Financials | 15.9 |
Consumer Staples | 15.3 |
Health Care | 15.1 |
Utilities | 9.8 |
Communication Services | 7.6 |
Materials | 6.0 |
Energy | 4.2 |
Information Technology | 3.6 |
Consumer Discretionary | 2.9 |
Real Estate | 2.9 |
Total | 100.0% |
Country Allocation | % of Total Investments |
United Kingdom | 25.8% |
Switzerland | 21.4 |
France | 16.8 |
Germany | 12.1 |
Netherlands | 7.7 |
Spain | 5.7 |
Denmark | 2.6 |
Italy | 2.1 |
Sweden | 1.5 |
Austria | 1.5 |
Norway | 1.3 |
Finland | 1.2 |
Bermuda | 0.3 |
Total | 100.0% |
Portfolio Commentary
First Trust Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Report
June 30, 2020 (Unaudited)
Advisor
First Trust Advisors L.P. (“First Trust” or the “Advisor”) serves as the investment advisor to the First Trust Dynamic Europe Equity Income Fund (the “Fund”). First Trust is responsible for the ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund. In addition, First Trust also implements the option overlay strategy for the Fund. John Gambla and Rob A. Guttschow are responsible for implementing the Fund’s portfolio management option overlay strategy.
Sub-Advisor
Janus Capital Management LLC (“Janus Capital” or the “Sub-Advisor”), a legal entity of Janus Henderson Investors, serves as the Fund’s investment sub-advisor. Janus Henderson Investors is headquartered in London and is a global investment management firm that provides a full spectrum of investment products and services to clients around the world. With offices in 28 cities with more than 2,000 employees, Janus Henderson Investors managed approximately $336.7 billion in assets as of June 30, 2020.
Portfolio Management Team
Alex Crooke, Co-Head of Equities-EMEA & Asia Pacific, Janus Henderson Investors
Ben Lofthouse, CFA, Head of Global Equity Income, Janus Henderson Investors
First Trust Dynamic Europe Equity Income Fund
The Fund’s investment objective is to provide a high level of current income with a secondary focus on capital appreciation. Under normal market conditions, the Fund pursues its investment objective by investing at least 80% of its Managed Assets in a portfolio of equity securities of European companies of any market capitalization, including, but not limited to, common and preferred stocks that pay dividends, depositary receipts, and real estate investment trusts (“REITs”). “Managed Assets” means the total asset value of the Fund minus the sum of the fund’s liabilities other than the principal amount of borrowings, if any. There can be no assurance that the Fund will achieve its investment objectives.
Market Recap
After a year of strong returns in 2019, European equities endured a difficult time for the six-month period ended June 30, 2020 due to uncertainty surrounding the coronavirus (“COVID-19”) pandemic. The MSCI Europe Index (the “Benchmark”) declined by -12.78% in dollar terms during the same period. As it became clear how serious the effect of COVID-19 would be, equities sold off materially before recovering a large portion of that loss during the second quarter of 2020. During the months of April and May, a large part of Europe remained under lockdown, with manufacturing and service activities suspended in several countries. However, towards the end of the second quarter, as COVID-19 infection rates declined, economic activity showed early signs of recovery with investors increasingly of the view that the second quarter of 2020 could represent the trough in economic activity. European governments and central banks have provided relief with multiple stimulus programs introduced to help support economies, as well as programs to incentivize companies to avoid mass layoffs during this period. A large number of European companies, however, prioritized conserving cash, with many reducing or suspending their dividends as a result.
During the six-month period ended June 30, 2020, a combination of structural growth and defensive sectors outperformed with the Information Technology, Utilities and Health Care sectors outperforming. Meanwhile, the Financials and Real Estate sectors underperformed due to economic uncertainty during the same period. Weakness in the price of oil during the first half of 2020, caused by a disagreement among the OPEC+ countries, led to the Energy sector being the worst performing sector for the period. Despite delivering negative returns, Switzerland and the Netherlands were relative outperformers during the same period, while Spain and Norway underperformed.
Performance Analysis
The Fund has been invested in European equities since its launch on September 24, 2015. After a healthy rise in 2019, the Fund’s net asset value (“NAV”) total return1 declined -22.54% during the six-month period ended June 30, 2020, and the Fund’s market value total return1 declined -26.87%. In light of significant economic uncertainty and the extent of dividend cuts from companies across Europe, the Fund reduced its regular monthly distribution amount from $0.121 to $0.06 beginning in May 2020. The Fund’s distributions during the period totaled $0.604. The Fund maintained its tilt towards high quality businesses, with an emphasis on strong balance sheets and cash flow.
1 | Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
Portfolio Commentary (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Report
June 30, 2020 (Unaudited)
Relative performance benefited from the Fund’s position in the Financials sector both because of being underweight the Benchmark, as well as the contribution from individual names held. Positions in German insurance businesses such as Allianz SE and MunichRe outperformed during the period due to the stability of their business models and cashflows. Our position in Italian financial services business Banca Farmafactoring outperformed as investors appreciated the long-term growth potential of the company.
Exposure to stable consumer businesses in the household products and food/drink segment has been a positive driver through the period. The position in United Kingdom (“UK”) household goods company Reckitt Benckiser Group PLC outperformed during the period, as did Swiss materials company SIG Combibloc Group AG which is involved in making milk cartons. A number of high quality cyclical businesses also delivered strong performance. This included Dutch semiconductor company BE Semiconductor Industries N.V. where investors remain positive about the prospects of long-term growth, as well as Swedish industrial business SKF AB where swift cost cutting efforts helped protect margins through the early part of the economic downturn. We believe both businesses remain well positioned to deliver income and capital returns in the periods ahead.
Detractors from performance during the six-month period ended June 30, 2020 included stocks that were either very exposed to the disruptions caused by COVID-19 or involved in the Oil & Gas sector. Two of our real estate businesses, British Land Co., PLC in the UK and Eurocommercial Properties N.V. in France suffered as lockdowns led to significantly reduced footfall, impacting expectations for future rent collection. We have maintained these positions and expect to see some recovery provided the worst impact of COVID-19 subsides in the quarters ahead. The positions in Italian integrated oil company Eni S.p.A. and oil services business Tenaris both underperformed as a result of the oil price decline and future demand situation looking unfavorable. The Fund has sold both of these positions and reinvested proceeds in companies with more promising prospects for earnings and dividend growth.
Investment Activity
During the six-month period ended June 30, 2020, a number of changes were made in light of challenges posed by the economic uncertainties brought on by COVID-19. Positions in banks including Dutch Bank ABN AMRO Bank N.V. and Swedish bank Swedbank AB were sold on the expectation that their earnings would suffer in an economic downturn. While the Fund has minimal exposure to retail, the position in Swiss luxury business Richemont was sold on the expectation that consumer discretionary spending would be adversely impacted through this period. The positions in UK tobacco company British American Tobacco PLC and UK consumer business Reckitt Benckiser were sold after shares of both companies outperformed during the first half of the year.
The Fund established positions in a number of defensive companies where dividend sustainability is expected to remain high. These include the insurance businesses Zurich Insurance, based in Switzerland and MunichRe based in Germany. We expect cashflow generation to remain stable on a long-term basis for both. Similarly, Enel, the Italian power utility, was added due to the stability of its business model and attractive dividend yield. Positions in UK food retailer Tesco and Dutch food retailer Ahold Delhaize were added due to the long-term stability of their businesses. Both of these companies also benefit in the short-term as people increasingly eat-in instead of dining out. A position in French industrial company Schneider Electric was added on the expectation that over the next year it would outperform through any economic recovery while benefiting from the structural growth in data centers. The Fund also added to its existing positions in Swiss consumer business Nestle S.A. as well as Swiss pharmaceutical company Roche Holding AG. Both businesses have stable business models with cashflow that we believe can support their dividends as well as investment in future growth.
The sharp falls in the market early in the year led to the net leverage level rising, however the Fund paid down debt to ensure that risk was reduced in the rapidly changing environment. As markets recovered in the second quarter of 2020, the Fund drew on its borrowing facility to slightly increase leverage although the total borrowing remained below the level at the start of the year. With the fall in markets experienced during the first half of the year, leverage was a negative contributor to performance.
To generate additional income, the Fund writes (or sells) call options on portfolio equity securities and certain broad-based securities indices in an amount up to 40% of the value of its Managed Assets. For the six-month period ended June 30, 2020, the options portfolio management team overwrote approximately 18% of the Fund’s Managed Assets during the first half of the period and approximately 24% of the Fund’s Managed Assets during the second half of the performance period. The option strategy was executed on the broad-based Euro Stoxx 50 Index, selling one to three-month call options. During the high volatility periods of March and April 2020, the Fund wrote options five to 15 percent out of the money, reverting to slightly out of the money options in May and June 2020 as volatility subsided. The option strategy subtracted from the Fund’s total return for the period.
Market Outlook
The COVID-19 pandemic continues to be a serious issue for the world, impacting many countries and communities. Economic activity has been severely impacted globally with longer-term implications still unclear, and some sectors such as travel, entertainment,
Portfolio Commentary (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
Semi-Annual Report
June 30, 2020 (Unaudited)
tourism and hospitality seeing revenues decline substantially. We have recently seen leading indicators of a recovery of economic activity from extremely depressed levels, although there are still numerous unknowns about the shape of the recovery ahead. As active managers, we believe we are well placed to look for opportunities in robust companies that can survive the downturn and that we are well positioned to benefit when the global economy starts to recover. We will continue to use market dislocations to buy good quality companies that offer long-term income and capital return opportunities.
2Blended Index consists of the following: JPMorgan Emerging Markets Bond Index – Global Diversified (32.5%); JPMorgan Government Bond Index – Emerging Markets Diversified (32.5%); MSCI Emerging Markets Index (35.0%). The Blended Index returns are calculated by using the monthly return of the three indices during the period shown above. At the beginning of each month the three indices are rebalanced to a 32.5%, 32.5%, and 35.0% ratio, respectively, to account for divergence from that ratio that occurred during the course of each month. The monthly returns are then compounded for the period shown above, giving the performance for the Blended Index for the period shown above.
First Trust Dynamic Europe Equity Income Fund (FDEU)
Portfolio of Investments
June 30, 2020 (Unaudited)
Shares | | Description | | Value |
COMMON STOCKS – 120.8% |
| | Aerospace & Defense – 2.4% | | |
827,061 | | BAE Systems PLC (a) (b)
| | $4,945,379 |
| | Auto Components – 2.3% | | |
45,459 | | Cie Generale des Etablissements Michelin SCA (a) (b)
| | 4,738,333 |
| | Banks – 4.3% | | |
111,666 | | BAWAG Group AG (a) (b) (c) (d) (e)
| | 3,863,875 |
39,375 | | BNP Paribas S.A. (a) (b) (c)
| | 1,573,189 |
482,760 | | ING Groep N.V. (a) (b)
| | 3,365,276 |
| | | | 8,802,340 |
| | Beverages – 1.5% | | |
123,053 | | Coca-Cola HBC AG (a) (b)
| | 3,080,398 |
| | Building Products – 2.4% | | |
134,570 | | Cie de Saint-Gobain (a) (b) (c)
| | 4,855,416 |
| | Capital Markets – 2.1% | | |
176,214 | | St. James’s Place PLC (a) (b)
| | 2,072,005 |
197,086 | | UBS Group AG (a) (b)
| | 2,276,159 |
| | | | 4,348,164 |
| | Commercial Services & Supplies – 1.9% | | |
630,522 | | Babcock International Group PLC (a) (b)
| | 2,416,500 |
1,763,586 | | Prosegur Cash S.A. (a) (b) (d) (e)
| | 1,492,394 |
| | | | 3,908,894 |
| | Construction Materials – 1.1% | | |
50,473 | | LafargeHolcim Ltd. (a) (b)
| | 2,223,641 |
| | Containers & Packaging – 1.6% | | |
196,923 | | SIG Combibloc Group AG (a) (b)
| | 3,204,268 |
| | Diversified Financial Services – 2.3% | | |
510,485 | | Banca Farmafactoring S.p.A. (a) (b) (c) (d) (e)
| | 2,908,645 |
843,470 | | M&G PLC (a) (b)
| | 1,751,419 |
| | | | 4,660,064 |
| | Diversified Telecommunication Services – 4.1% | | |
212,521 | | Deutsche Telekom AG (a) (b)
| | 3,565,941 |
359,683 | | Telefonica S.A. (a) (b)
| | 1,720,284 |
217,798 | | Telenor ASA (a) (b)
| | 3,180,040 |
| | | | 8,466,265 |
| | Electric Utilities – 6.7% | | |
49,985 | | Endesa S.A. (a) (b)
| | 1,239,940 |
271,611 | | Enel S.p.A. (a) (b)
| | 2,349,013 |
365,138 | | Iberdrola S.A. (a) (b)
| | 4,262,872 |
344,571 | | SSE PLC (a) (b)
| | 5,834,662 |
| | | | 13,686,487 |
| | Electrical Equipment – 3.2% | | |
161,450 | | ABB Ltd. (a) (b)
| | 3,662,160 |
26,220 | | Schneider Electric SE (a) (b)
| | 2,916,628 |
| | | | 6,578,788 |
| | Entertainment – 1.1% | | |
82,619 | | Vivendi S.A. (a) (b)
| | 2,134,851 |
Page 8
See Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Shares | | Description | | Value |
COMMON STOCKS (Continued) |
| | Food & Staples Retailing – 1.9% | | |
74,978 | | Koninklijke Ahold Delhaize N.V. (a) (b)
| | $2,043,455 |
668,079 | | Tesco PLC (a) (b)
| | 1,879,082 |
| | | | 3,922,537 |
| | Food Products – 6.0% | | |
40,000 | | Danone S.A. (a) (b)
| | 2,776,528 |
85,855 | | Nestle S.A. (a) (b)
| | 9,518,797 |
| | | | 12,295,325 |
| | Hotels, Restaurants & Leisure – 1.3% | | |
38,587 | | Sodexo S.A. (a) (b)
| | 2,616,505 |
| | Household Products – 4.0% | | |
63,319 | | Henkel AG & Co., KGaA (Preference Shares) (a) (b)
| | 5,907,265 |
25,280 | | Reckitt Benckiser Group PLC (a) (b)
| | 2,325,720 |
| | | | 8,232,985 |
| | Industrial Conglomerates – 2.2% | | |
37,347 | | Siemens AG (a) (b)
| | 4,404,601 |
| | Insurance – 11.1% | | |
26,163 | | Allianz SE (a) (b)
| | 5,346,212 |
150,747 | | AXA S.A. (a) (b)
| | 3,172,159 |
8,702 | | Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (a) (b)
| | 2,265,958 |
77,181 | | NN Group N.V. (a) (b)
| | 2,593,882 |
142,954 | | Prudential PLC (a) (b)
| | 2,154,040 |
23,326 | | Swiss Re AG (a) (b)
| | 1,808,571 |
15,194 | | Zurich Insurance Group AG (a) (b)
| | 5,383,698 |
| | | | 22,724,520 |
| | Machinery – 3.0% | | |
258,971 | | OC Oerlikon Corp. AG (a) (b)
| | 2,124,394 |
208,707 | | SKF AB, Class B (a) (b)
| | 3,901,470 |
| | | | 6,025,864 |
| | Media – 1.1% | | |
600,287 | | Mediaset Espana Comunicacion S.A. (a) (c)
| | 2,226,510 |
| | Metals & Mining – 3.3% | | |
202,168 | | Anglo American PLC (a) (b)
| | 4,660,622 |
37,812 | | Rio Tinto PLC (a) (b)
| | 2,127,929 |
| | | | 6,788,551 |
| | Multi-Utilities – 5.5% | | |
651,785 | | National Grid PLC (a) (b)
| | 7,952,034 |
146,809 | | Veolia Environnement S.A. (a) (b)
| | 3,315,119 |
| | | | 11,267,153 |
| | Oil, Gas & Consumable Fuels – 5.2% | | |
109,665 | | Frontline Ltd. (a) (b)
| | 763,604 |
365,405 | | Repsol S.A. (a) (b)
| | 3,228,712 |
177,646 | | Royal Dutch Shell PLC, Class A (a) (b)
| | 2,907,953 |
94,735 | | TOTAL S.A. (a) (b)
| | 3,652,833 |
| | | | 10,553,102 |
| | Paper & Forest Products – 1.5% | | |
102,950 | | UPM-Kymmene OYJ (a) (b)
| | 2,981,916 |
See Notes to Financial Statements
Page 9
First Trust Dynamic Europe Equity Income Fund (FDEU)
Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Shares | | Description | | Value |
COMMON STOCKS (Continued) |
| | Personal Products – 2.7% | | |
104,620 | | Unilever N.V. (a) (b)
| | $5,578,106 |
| | Pharmaceuticals – 18.8% | | |
27,528 | | Bayer AG (a) (b)
| | 2,040,474 |
356,087 | | GlaxoSmithKline PLC (a) (b)
| | 7,192,847 |
86,845 | | Novartis AG (a) (b)
| | 7,566,029 |
103,443 | | Novo Nordisk A.S., Class B (a) (b)
| | 6,739,077 |
16,951 | | Roche Holding AG (a) (b)
| | 5,872,666 |
88,365 | | Sanofi (a) (b)
| | 9,011,877 |
| | | | 38,422,970 |
| | Professional Services – 4.8% | | |
68,109 | | Adecco Group AG (a) (b)
| | 3,210,358 |
98,445 | | Bureau Veritas S.A. (a) (b) (c)
| | 2,087,965 |
1,868 | | SGS S.A. (a) (b)
| | 4,575,937 |
| | | | 9,874,260 |
| | Semiconductors & Semiconductor Equipment – 3.2% | | |
90,021 | | BE Semiconductor Industries N.V. (a) (b)
| | 3,991,508 |
112,552 | | Infineon Technologies AG (a) (b)
| | 2,637,340 |
| | | | 6,628,848 |
| | Software – 1.3% | | |
18,874 | | SAP SE (a) (b)
| | 2,638,387 |
| | Tobacco – 2.8% | | |
304,771 | | Imperial Brands PLC (a) (b)
| | 5,801,817 |
| | Trading Companies & Distributors – 1.0% | | |
38,186 | | Brenntag AG (a) (b)
| | 2,024,626 |
| | Wireless Telecommunication Services – 3.1% | | |
4,035,972 | | Vodafone Group PLC (a) (b)
| | 6,416,228 |
| | Total Common Stocks
| | 247,058,099 |
| | (Cost $289,876,280) | | |
REAL ESTATE INVESTMENT TRUSTS – 3.6% |
| | Equity Real Estate Investment Trusts – 3.6% | | |
1,107,517 | | British Land (The) Co., PLC (a) (b)
| | 5,297,767 |
159,462 | | Eurocommercial Properties N.V. (a) (b)
| | 2,056,593 |
| | Total Real Estate Investment Trusts
| | 7,354,360 |
| | (Cost $18,253,693) | | |
RIGHTS – 0.1% |
| | Diversified Telecommunication Services – 0.0% | | |
359,683 | | Telefonica S.A, expiring 07/07/20 (c)
| | 70,758 |
| | Oil, Gas & Consumable Fuels – 0.1% | | |
365,405 | | Repsol S.A., expiring 07/06/20 (c)
| | 177,884 |
| | Total Rights
| | 248,642 |
| | (Cost $279,932) | | |
| | Total Investments – 124.5%
| | 254,661,101 |
| | (Cost $308,409,905) (f) | | |
Page 10
See Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Number of Contracts | | Description | | Counterparty | | Notional Amount | | Exercise Price (Euro) | | Expiration Date | | Value |
CALL OPTIONS WRITTEN – (2.3)% |
(440) | | EURO STOXX 50 Index | | UBS | | $(15,987,295) | | €3,000.00 | | Jul 2020 | | $(1,250,927) |
(430) | | EURO STOXX 50 Index | | UBS | | (15,623,948) | | 2,825.00 | | Aug 2020 | | (2,118,899) |
(410) | | EURO STOXX 50 Index | | UBS | | (14,897,253) | | 3,100.00 | | Aug 2020 | | (987,141) |
(460) | | EURO STOXX 50 Index | | Societe General | | (16,713,991) | | 3,375.00 | | Sep 2020 | | (434,378) |
| | Total Call Options Written
| | (4,791,345) |
| | (Premiums received $1,841,378) | | | | | | | | | | |
| Outstanding Loans – (28.5)%
| | (58,277,050) |
| Net Other Assets and Liabilities – 6.3%
| | 12,878,463 |
| Net Assets – 100.0%
| | $204,471,169 |
|
(a) | This security is fair valued by the Advisor’s Pricing Committee in accordance with procedures adopted by the Fund’s Board of Trustees and in accordance with provisions of the Investment Company Act of 1940, as amended. At June 30, 2020, securities noted as such are valued at $254,412,459 or 124.4% of net assets. Certain of these securities are fair valued using a factor provided by a third-party pricing service due to the change in value between the foreign markets’ close and the New York Stock Exchange close exceeding a certain threshold. On days when this threshold is not exceeded, these securities are typically valued at the last sale price on the exchange on which they are principally traded. |
(b) | All or a portion of these securities are available to serve as collateral for the outstanding loans and call options written. |
(c) | Non-income producing security. |
(d) | This security may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933, as amended (the “1933 Act”). |
(e) | This security is exempt from registration upon resale under Rule 144A of the 1933 Act and may be resold in transactions exempt from registration, normally to qualified institutional buyers. This security is not restricted on the foreign exchange where it trades freely without any additional registration. As such, it does not require the additional disclosure required of restricted securities. |
(f) | Aggregate cost for financial reporting purposes approximates the aggregate cost for federal income tax purposes. As of June 30, 2020, the aggregate gross unrealized appreciation for all investments in which there was an excess of value over tax cost was $10,711,146 and the aggregate gross unrealized depreciation for all investments in which there was an excess of tax cost over value was $67,409,917. The net unrealized depreciation was $56,698,771. The amounts presented are inclusive of derivative contracts. |
Valuation Inputs
A summary of the inputs used to value the Fund’s investments as of June 30, 2020 is as follows (see Note 3A - Portfolio Valuation in the Notes to Financial Statements):
ASSETS TABLE |
| Total Value at 6/30/2020 | Level 1 Quoted Prices | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs |
Common Stocks*
| $ 247,058,099 | $ — | $ 247,058,099 | $ — |
Real Estate Investment Trusts*
| 7,354,360 | — | 7,354,360 | — |
Rights*
| 248,642 | 248,642 | — | — |
Total Investments
| $ 254,661,101 | $ 248,642 | $ 254,412,459 | $— |
LIABILITIES TABLE |
| Total Value at 6/30/2020 | Level 1 Quoted Prices | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs |
Call Options Written
| $ (4,791,345) | $ — | $ (4,791,345) | $ — |
* | See Portfolio of Investments for industry breakout. |
See Notes to Financial Statements
Page 11
First Trust Dynamic Europe Equity Income Fund (FDEU)
Portfolio of Investments (Continued)
June 30, 2020 (Unaudited)
Currency Exposure Diversification | % of Total Investments |
EUR | 48.2% |
GBP | 25.9 |
CHF | 20.2 |
DKK | 2.6 |
NOK | 1.6 |
SEK | 1.5 |
Total | 100.0% |
Currency Abbreviations |
CHF | Swiss Franc |
DKK | Danish Krone |
EUR | Euro |
GBP | British Pound Sterling |
NOK | Norwegian Krone |
SEK | Swedish Krona |
Page 12
See Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
Statement of Assets and Liabilities
June 30, 2020 (Unaudited)
ASSETS: | |
Investments, at value
(Cost $308,409,905)
| $ 254,661,101 |
Cash
| 10,328,905 |
Foreign currency (Cost $143,618)
| 143,813 |
Receivables: | |
Dividend reclaims
| 2,436,361 |
Dividends
| 438,463 |
Prepaid expenses
| 9,626 |
Total Assets
| 268,018,269 |
LIABILITIES: | |
Outstanding loans
| 58,277,050 |
Options written, at value (Premiums received $1,841,378)
| 4,791,345 |
Payables: | |
Investment advisory fees
| 238,125 |
Interest and fees on loans
| 132,736 |
Administrative fees
| 49,653 |
Custodian fees
| 23,616 |
Audit and tax fees
| 21,315 |
Trustees’ fees and expenses
| 4,663 |
Legal fees
| 2,714 |
Transfer agent fees
| 2,587 |
Shareholder reporting fees
| 2,546 |
Financial reporting fees
| 750 |
Total Liabilities
| 63,547,100 |
NET ASSETS
| $204,471,169 |
NET ASSETS consist of: | |
Paid-in capital
| $ 299,274,954 |
Par value
| 172,319 |
Accumulated distributable earnings (loss)
| (94,976,104) |
NET ASSETS
| $204,471,169 |
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)
| $11.87 |
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)
| 17,231,908 |
See Notes to Financial Statements
Page 13
First Trust Dynamic Europe Equity Income Fund (FDEU)
Statement of Operations
For the Six Months Ended June 30, 2020 (Unaudited)
INVESTMENT INCOME: | |
Dividends (net of foreign withholding tax of $767,642)
| $ 6,538,114 |
Interest
| 34,860 |
Total investment income
| 6,572,974 |
EXPENSES: | |
Investment advisory fees
| 1,595,817 |
Interest and fees on loans
| 506,635 |
Administrative fees
| 61,657 |
Shareholder reporting fees
| 54,200 |
Custodian fees
| 30,135 |
Legal fees
| 18,452 |
Audit and tax fees
| 17,193 |
Listing expense
| 13,795 |
Transfer agent fees
| 10,444 |
Trustees’ fees and expenses
| 8,582 |
Financial reporting fees
| 4,604 |
Other
| 17,244 |
Total expenses
| 2,338,758 |
NET INVESTMENT INCOME (LOSS)
| 4,234,216 |
NET REALIZED AND UNREALIZED GAIN (LOSS): | |
Net realized gain (loss) on: | |
Investments
| (31,282,541) |
Written options contracts
| (1,345,386) |
Foreign currency transactions
| 752,975 |
Net realized gain (loss)
| (31,874,952) |
Net change in unrealized appreciation (depreciation) on: | |
Investments
| (32,683,435) |
Written options contracts
| (2,979,652) |
Foreign currency translation
| (554,895) |
Net change in unrealized appreciation (depreciation)
| (36,217,982) |
NET REALIZED AND UNREALIZED GAIN (LOSS)
| (68,092,934) |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
| $(63,858,718) |
Page 14
See Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
Statements of Changes in Net Assets
| Six Months Ended 6/30/2020 (Unaudited) | | Year Ended 12/31/2019 |
OPERATIONS: | | | |
Net investment income (loss)
| $ 4,234,216 | | $ 14,185,619 |
Net realized gain (loss)
| (31,874,952) | | (19,315) |
Net change in unrealized appreciation (depreciation)
| (36,217,982) | | 36,929,634 |
Net increase (decrease) in net assets resulting from operations
| (63,858,718) | | 51,095,938 |
DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | |
Investment operations
| (10,408,072) | | (18,600,328) |
Return of capital
| — | | (6,420,402) |
Total distributions to shareholders
| (10,408,072) | | (25,020,730) |
Total increase (decrease) in net assets
| (74,266,790) | | 26,075,208 |
NET ASSETS: | | | |
Beginning of period
| 278,737,959 | | 252,662,751 |
End of period
| $ 204,471,169 | | $ 278,737,959 |
COMMON SHARES: | | | |
Common Shares at end of period
| 17,231,908 | | 17,231,908 |
See Notes to Financial Statements
Page 15
First Trust Dynamic Europe Equity Income Fund (FDEU)
Statement of Cash Flows
For the Six Months Ended June 30, 2020 (Unaudited)
Cash flows from operating activities: | | |
Net increase (decrease) in net assets resulting from operations
| $(63,858,718) | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: | | |
Purchases of investments
| (79,884,135) | |
Sales of investments
| 120,725,780 | |
Proceeds from written options
| 2,799,549 | |
Amount paid to close written options
| (3,297,006) | |
Net realized gain/loss on investments and written options
| 32,627,927 | |
Net change in unrealized appreciation/depreciation on investments and written options
| 35,663,087 | |
Changes in assets and liabilities: | | |
Increase in dividend reclaims receivable
| (443,149) | |
Decrease in dividends receivable
| 283,175 | |
Increase in prepaid expenses
| (7,412) | |
Decrease in interest and fees payable on loans
| (100,488) | |
Decrease in investment advisory fees payable
| (106,985) | |
Decrease in audit and tax fees payable
| (56,189) | |
Decrease in legal fees payable
| (2,411) | |
Decrease in shareholder reporting fees payable
| (23,216) | |
Increase in administrative fees payable
| 9,824 | |
Increase in custodian fees payable
| 11,935 | |
Decrease in transfer agent fees payable
| (719) | |
Increase in Trustees’ fees and expenses payable
| 4,539 | |
Decrease in financial reporting fees payable
| (21) | |
Decrease in other liabilities payable
| (4,990) | |
Cash provided by operating activities
| | $44,340,377 |
Cash flows from financing activities: | | |
Distributions to Common Shareholders from investment operations
| (10,408,072) | |
Repayment of borrowings
| (52,825,179) | |
Proceeds from borrowings
| 10,000,000 | |
Effect of exchange rate changes on Euro Loans (a)
| 578,080 | |
Cash used in financing activities
| | (52,655,171) |
Decrease in cash and foreign currency (b)
| | (8,314,794) |
Cash and foreign currency at beginning of period
| | 18,787,512 |
Cash and foreign currency at end of period
| | $10,472,718 |
Supplemental disclosure of cash flow information: | | |
Cash paid during the period for interest and fees
| | $607,123 |
(a) | This amount is a component of net change in unrealized appreciation (depreciation) on foreign currency translation as shown on the Statement of Operations. |
(b) | Includes net change in unrealized appreciation (depreciation) on foreign currency of $23,185, which does not include the effect of exchange rate changes on Euro borrowings. |
Page 16
See Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
Financial Highlights
For a Common Share outstanding throughout each period
| Six Months Ended 6/30/2020 (Unaudited) | | Year Ended December 31, | | Period Ended 12/31/2015 (a) |
| 2019 | | 2018 | | 2017 | | 2016 |
Net asset value, beginning of period
| $ 16.18 | | $ 14.66 | | $ 19.87 | | $ 17.96 | | $ 19.07 | | $ 19.10 |
Income from investment operations: | | | | | | | | | | | |
Net investment income (loss)
| 0.24 | | 0.82 | | 0.74 | | 0.78 | | 0.73 | | 0.04 |
Net realized and unrealized gain (loss)
| (3.95) | | 2.15 | | (4.50) | | 3.02 | | (0.39) | | 0.05 |
Total from investment operations
| (3.71) | | 2.97 | | (3.76) | | 3.80 | | 0.34 | | 0.09 |
Distributions paid to shareholders from: | | | | | | | | | | | |
Net investment income
| (0.60) | | (1.08) | | (0.70) | | (0.14) | | (1.13) | | (0.07) |
Net realized gain
| — | | — | | (0.75) | | (0.75) | | — | | (0.05) |
Return of capital
| — | | (0.37) | | — | | (1.00) | | (0.32) | | — |
Total distributions paid to Common Shareholders
| (0.60) | | (1.45) | | (1.45) | | (1.89) | | (1.45) | | (0.12) |
Net asset value, end of period
| $11.87 | | $16.18 | | $14.66 | | $19.87 | | $17.96 | | $19.07 |
Market value, end of period
| $10.34 | | $14.93 | | $12.64 | | $18.83 | | $15.52 | | $17.16 |
Total return based on net asset value (b)
| (22.54)% | | 22.24% | | (19.36)% | | 22.66% | | 3.30% | | 0.52% |
Total return based on market value (b)
| (26.87)% | | 30.82% | | (26.64)% | | 34.51% | | (0.80)% | | (13.61)% |
Ratios to average net assets/supplemental data: | | | | | | | | | | | |
Net assets, end of period (in 000’s)
| $ 204,471 | | $ 278,738 | | $ 252,663 | | $ 342,383 | | $ 309,455 | | $ 328,648 |
Ratio of total expenses to average net assets
| 2.15% (c) | | 1.99% | | 1.91% | | 1.85% | | 1.83% | | 1.72% (c) |
Ratio of total expenses to average net assets excluding interest expense
| 1.68% (c) | | 1.69% | | 1.65% | | 1.60% | | 1.59% | | 1.56% (c) |
Ratio of net investment income (loss) to average net assets
| 3.89% (c) | | 5.37% | | 4.19% | | 4.09% | | 4.13% | | 0.82% (c) |
Portfolio turnover rate
| 29% | | 64% | | 44% | | 39% | | 41% | | 5% |
Indebtedness: | | | | | | | | | | | |
Total loans outstanding (in 000’s)
| $ 58,277 | | $ 100,524 | | $ 87,650 | | $ 101,987 | | $ 85,791 | | $ 89,113 |
Asset coverage per $1,000 of indebtedness (d)
| $ 4,509 | | $ 3,773 | | $ 3,883 | | $ 4,357 | | $ 4,607 | | $ 4,688 |
(a) | The Fund was seeded on August 20, 2015 and commenced operations on September 24, 2015. |
(b) | Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan, and changes in net asset value per share for net asset value returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
(c) | Annualized. |
(d) | Calculated by subtracting the Fund’s total liabilities (not including the loans outstanding) from the Fund’s total assets, and dividing by the outstanding loans balance in 000’s. |
See Notes to Financial Statements
Page 17
Notes to Financial Statements
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
1. Organization
First Trust Dynamic Europe Equity Income Fund (the “Fund”) is a diversified, closed-end management investment company organized as a Massachusetts business trust on May 11, 2015, and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund trades under the ticker symbol “FDEU” on the New York Stock Exchange (“NYSE”).
The Fund’s investment objective is to provide a high level of current income with a secondary focus on capital appreciation. Under normal market conditions, the Fund pursues its objective by investing at least 80% of its Managed Assets in a portfolio of equity securities of European companies of any market capitalization, including, but not limited to, common and preferred stocks that pay dividends, depositary receipts, and real estate investment trusts (“REITs”). “Managed Assets” means the total asset value of the Fund minus the sum of the Fund’s liabilities other than the principal amount of borrowings, if any. There can be no assurance that the Fund will achieve its investment objective.
2. Managed Distribution Policy
The Board of Trustees of the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive relief received from the SEC that permits the Fund to make periodic distributions of long-term capital gains as frequently as monthly each tax year. Under the Plan, the Fund currently intends to continue to pay a recurring monthly distribution in the amount of $0.06 per Common Share that reflects the distributable cash flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may result in a reduction of the long-term capital gain distribution necessary at year end by distributing realized capital gains throughout the year. The annual distribution rate is independent of the Fund’s performance during any particular period. Accordingly, you should not draw any conclusions about the Fund’s investment performance from the amount of any distribution or from the terms of the Plan. The Board of Trustees may amend or terminate the Plan at any time without prior notice to shareholders.
3. Significant Accounting Policies
The Fund is considered an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification Topic 946, “Financial Services-Investment Companies.” The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
A. Portfolio Valuation
The net asset value (“NAV”) of the Common Shares of the Fund is determined daily as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes early on a valuation day, the NAV is determined as of that time. Domestic debt securities and foreign securities are priced using data reflecting the earlier closing of the principal markets for those securities. The Fund’s NAV per Common Share is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses, the value of call options written (sold), dividends declared but unpaid, and any borrowings of the Fund) by the total number of Common Shares outstanding.
The Fund’s investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities, at fair value. Market value prices represent last sale or official closing prices from a national or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party pricing services. Fair value prices represent any prices not considered market value prices and are either obtained from a third-party pricing service or are determined by the Pricing Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), in accordance with valuation procedures adopted by the Fund’s Board of Trustees, and in accordance with provisions of the 1940 Act. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in the footnotes to the Portfolio of Investments. The Fund’s investments are valued as follows:
Common stocks, REITs, and other equity securities listed on any national or foreign exchange (excluding The Nasdaq Stock Market LLC (“Nasdaq”) and the London Stock Exchange Alternative Investment Market (“AIM”)) are valued at the last sale price on the exchange on which they are principally traded or, for Nasdaq and AIM securities, the official closing price. Securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable, at the close of the securities exchange representing the principal market for such securities.
Securities traded in an over-the-counter market are fair valued at the mean of their most recent bid and asked price, if available, and otherwise at their closing bid price.
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
Over-the-counter options contracts are fair valued at the closing price in the market of the underlying contracts where such contracts are principally traded.
Forward foreign currency contracts are valued at the current day’s interpolated foreign exchange rate, as calculated using the current day’s spot rate, and the thirty, sixty, ninety, and one-hundred eighty day forward rates provided by a third-party pricing service.
Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Fund’s Board of Trustees or its delegate, the Advisor’s Pricing Committee, at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a third-party pricing service is unable to provide a market price; securities whose trading has been formally suspended; a security whose market or fair value price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the third-party pricing service, does not reflect the security’s fair value. As a general principle, the current fair value of a security would appear to be the amount which the owner might reasonably expect to receive for the security upon its current sale. When fair value prices are used, generally they will differ from market quotations or official closing prices on the applicable exchanges. A variety of factors may be considered in determining the fair value of such securities, including, but not limited to, the following:
1) | the type of security; |
2) | the size of the holding; |
3) | the initial cost of the security; |
4) | transactions in comparable securities; |
5) | price quotes from dealers and/or third-party pricing services; |
6) | relationships among various securities; |
7) | information obtained by contacting the issuer, analysts, or the appropriate stock exchange; |
8) | an analysis of the issuer’s financial statements; and |
9) | the existence of merger proposals or tender offers that might affect the value of the security. |
If the securities in question are foreign securities, the following additional information may be considered:
1) | the value of similar foreign securities traded on other foreign markets; |
2) | ADR trading of similar securities; |
3) | closed-end fund or exchange-traded fund trading of similar securities; |
4) | foreign currency exchange activity; |
5) | the trading prices of financial products that are tied to baskets of foreign securities; |
6) | factors relating to the event that precipitated the pricing problem; |
7) | whether the event is likely to recur; and |
8) | whether the effects of the event are isolated or whether they affect entire markets, countries or regions. |
Because foreign markets may be open on different days than the days during which investors may transact in the shares of the Fund, the value of the Fund’s securities may change on the days when investors are not able to transact in the shares of the Fund. The value of securities denominated in foreign currencies is converted into U.S. dollars using exchange rates determined daily as of the close of regular trading on the NYSE.
The Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows:
• | Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
• | Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following: |
o | Quoted prices for similar investments in active markets. |
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
o | Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly. |
o | Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). |
o | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
• | Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the investment. |
The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Fund’s investments as of June 30, 2020, is included with the Fund’s Portfolio of Investments.
B. Option Contracts
The Fund is subject to equity price risk in the normal course of pursuing its investment objective and may write (sell) options to hedge against changes in the value of equities. Also, the Fund seeks to generate additional income, in the form of premiums received, from writing (selling) the options. The Fund may write (sell) covered call options (“options”) on all or a portion of the equity securities held in the Fund’s portfolio and on certain broad-based securities indices as determined to be appropriate by the Advisor, and consistent with the Fund’s investment objective in an amount up to 40% of the value of its Managed Assets. Options on securities indices are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security and are similar to options on single securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. The Fund will not write (sell) “naked” or uncovered options. If certain equity securities held in the Fund’s portfolio are not covered by a related call option on the individual equity security, securities index options may be written on all or a portion of such uncovered securities. Options are marked-to-market daily and their value will be affected by changes in the value and dividend rates of the underlying equity securities, changes in interest rates, changes in the actual or perceived volatility of the securities markets and the underlying equity securities and the remaining time to the options’ expiration. The value of options may also be adversely affected if the market for the options becomes less liquid or trading volume diminishes.
The options that the Fund writes (sells) will either be exercised, expire or be canceled pursuant to a closing transaction. If an index option written (sold) by the Fund is exercised, the Fund will be obligated to deliver cash equal to the difference between the closing price of the stock index and the exercise price of the option times a specified multiple. If the price of the index is less than the option’s strike price, the index option will likely expire without being exercised. The Fund may also elect to close out its position in an option prior to its expiration by purchasing an option of the same series as the option written (sold) by the Fund. Gain or loss on options is presented separately as “Net realized gain (loss) on written options contracts” on the Statement of Operations.
The index options that the Fund writes (sells) give the option holder the right to any appreciation in the value of the index over the exercise price of the option on or before the expiration date. Because the exercise of index options is settled in cash, sellers of index call options, such as the Fund, cannot provide in advance for their potential settlement obligations by acquiring and holding the underlying securities. The Fund will lose money if it is required to pay the purchaser of an index option the difference between the cash value of the index on which the option was written and the exercise price, and such difference is greater than the premium received by the Fund for writing the option. Net index option premiums can vary widely over the short-term and long-term.
Over-the-counter options have the risk of the potential inability of counterparties to meet the terms of their contracts. The Fund’s maximum equity price risk for purchased options is limited to the premium initially paid. In addition, certain risks may arise upon entering into option contracts including the risk that an illiquid secondary market will limit the Fund’s ability to close out an option contract prior to the expiration date and that a change in the value of the option contract may not correlate exactly with changes in the value of the securities hedged.
C. Securities Transactions and Investment Income
Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis.
Distributions received from the Fund’s investments in REITs may be comprised of return of capital, capital gains, and income. The actual character of the amounts received during the year are not known until after the REITs’ fiscal year end. The Fund records the
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
character of distributions received from the REITs during the year based on estimates available. The characterization of distributions received by the Fund may be subsequently revised based on information received from the REITs after their tax reporting periods conclude.
In July 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculations of the London Interbank Offered Rates (“LIBOR”) after 2021. Further, the FCA has subsequently stated, as recently as March 2020, that the central assumption continues to be that firms should not rely on LIBOR being published after the end of 2021.
In the United States, the Alternative Reference Rates Committee (the “ARRC”), a group of market participants convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York in cooperation with other federal and state government agencies, has since 2014 undertaken efforts to identify U.S. dollar reference interest rates as alternatives to LIBOR and to facilitate the mitigation of LIBOR-related risks. In June 2017, the ARRC identified the Secured Overnight Financing Rate (“SOFR”), a broad measure of the cost of cash overnight borrowing collateralized by U.S. Treasury securities, as the preferred alternative for U.S. dollar LIBOR. The Federal Reserve Bank of New York began daily publishing of SOFR in April 2018.
At this time, it is not possible to predict the full impact of the elimination of LIBOR and the establishment of an alternative reference rate on the Fund or its investments.
D. Foreign Currency
The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of investments and items of income and expense are translated on the respective dates of such transactions. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result from changes in foreign currency exchange rates have been included in “Net change in unrealized appreciation (depreciation) on foreign currency translation” on the Statement of Operations. Unrealized gains and losses on investments in securities which result from changes in foreign exchange rates are included with fluctuations arising from changes in market price and are shown in “Net change in unrealized appreciation (depreciation) on investments” on the Statement of Operations. Net realized foreign currency gains and losses include the effect of changes in exchange rates between trade date and settlement date on investment security transactions, foreign currency transactions and interest and dividends received and are shown in “Net realized gain (loss) on foreign currency transactions” on the Statement of Operations. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase settlement date and subsequent sale trade date is included in “Net realized gain (loss) on investments” on the Statement of Operations.
E. Dividends and Distributions to Shareholders
The Fund intends to pay holders of its Common Shares a recurring monthly distribution that reflects the distributable cash flow of the Fund. Distributions will automatically be reinvested into additional Common Shares pursuant to the Fund’s Dividend Reinvestment Plan unless cash distributions are elected by the shareholder.
Distributions from net investment income and realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net assets or NAV per share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different periods for financial statement and tax purposes, will reverse at some point in the future.
The tax character of distributions paid by the Fund during the fiscal year ended December 31, 2019, was as follows:
Distributions paid from: | |
Ordinary income
| $18,600,328 |
Capital gains
| — |
Return of capital
| 6,420,402 |
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
As of December 31, 2019, the components of distributable earnings and net assets on a tax basis were as follows:
Undistributed ordinary income
| $— |
Undistributed capital gains
| — |
Total undistributed earnings
| — |
Accumulated capital and other losses
| (1,805,309) |
Net unrealized appreciation (depreciation)
| (18,904,005) |
Total accumulated earnings (losses)
| (20,709,314) |
Other
| — |
Paid-in capital
| 299,447,273 |
Total net assets
| $278,737,959 |
F. Income Taxes
The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, which includes distributing substantially all of its net investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal and state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable income exceeds the distributions from such taxable income for the calendar year.
The Fund intends to utilize provisions of the federal income tax laws, which allow it to carry a realized capital loss forward indefinitely following the year of the loss and offset such loss against any future realized capital gains. The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At December 31, 2019, the Fund had $1,805,308 non-expiring capital loss carryforwards for federal income tax purposes.
Certain losses realized during the current fiscal year may be deferred and treated as occurring on the first day of the following fiscal year for federal income tax purposes. For the fiscal year ended June 30, 2020, the Fund did not incur any net ordinary losses.
The Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ended 2016, 2017, 2018, and 2019 remain open to federal and state audit. As of June 30, 2020, management has evaluated the application of these standards to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements for uncertain tax positions.
G. Expenses
The Fund will pay all expenses directly related to its operations.
H. Offsetting on the Statement of Assets and Liabilities
Offsetting assets and liabilities requires entities to disclose both gross and net information about instruments and transactions eligible for offset on the Statement of Assets and Liabilities, and disclose instruments and transactions subject to master netting or similar agreements. These disclosure requirements are intended to help investors and other financial statement users better assess the effect or potential effect of offsetting arrangements on a fund’s financial position. The transactions subject to offsetting disclosures are derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions.
For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements (“MNAs”) or similar agreements on the Statement of Assets and Liabilities. MNAs provide the right, in the event of default (including bankruptcy and insolvency), for the non-defaulting Counterparty to liquidate the collateral and calculate the net exposure to the defaulting party or request additional collateral.
The Fund does not have the right to offset financial assets and liabilities related to option contracts on the Statement of Assets and Liabilities.
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
4. Investment Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First Trust, the investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, Chief Executive Officer of First Trust. First Trust is responsible for the ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the Fund. For these services, First Trust is entitled to a monthly fee calculated at an annual rate of 1.10% of the Fund’s Managed Assets. First Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250.
Janus Capital Management LLC (“Janus Capital” or the “Sub-Advisor”) serves as the Fund’s sub-advisor and manages the Fund’s portfolio subject to First Trust’s supervision. The Sub-Advisor receives a monthly portfolio management fee calculated at an annual rate of 0.50% of the Fund’s Managed Assets that is paid by First Trust out of its investment advisory fee.
Brown Brothers Harriman & Co. (“BBH”) serves as the Fund’s administrator, fund accountant and custodian in accordance with certain fee arrangements. As administrator and fund accountant, BBH is responsible for providing certain administrative and accounting services to the Fund, including maintaining the Fund’s books of account, records of the Fund’s securities transactions, and certain other books and records. As custodian, BBH is responsible for custody of the Fund’s assets.
Computershare, Inc. (“Computershare”) serves as the Fund’s transfer agent in accordance with certain fee arrangements. As transfer agent, Computershare is responsible for maintaining shareholder records for the Fund.
Each Trustee who is not an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”) is paid a fixed annual retainer that is allocated equally among each fund in the First Trust Fund Complex. Each Independent Trustee is also paid an annual per fund fee that varies based on whether the fund is a closed-end or other actively managed fund, a defined-outcome fund or an index fund.
Additionally, the Lead Independent Trustee and the Chairmen of the Audit Committee, Nominating and Governance Committee and Valuation Committee are paid annual fees to serve in such capacities, with such compensation allocated pro rata among each fund in the First Trust Fund Complex based on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and Committee Chairmen rotate every three years. The officers and “Interested” Trustee receive no compensation from the Fund for acting in such capacities.
5. Purchases and Sales of Securities
The cost of purchases and proceeds from sales of securities, excluding short-term investments, for the six months ended June 30, 2020, were $79,884,135 and $120,355,765, respectively.
6. Derivative Transactions
The following table presents the types of derivatives held by the Fund at June 30, 2020, the primary underlying risk exposure and the location of these instruments as presented on the Statement of Assets and Liabilities. In compliance with the 1940 Act, the Fund covers its derivative commitments by earmarking liquid assets, entering into offsetting transactions or owning positions covering its obligations.
| | | | Asset Derivatives | | Liability Derivatives |
Derivative Instrument | | Risk Exposure | | Statement of Assets and Liabilities Location | | Value | | Statement of Assets and Liabilities Location | | Value |
Written Options | | Equity Risk | | — | | — | | Options written, at value | | $ 4,791,345 |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the six months ended June 30, 2020, on derivative instruments, as well as the primary underlying risk exposure associated with each instrument.
Statement of Operations Location | |
Equity Risk Exposure | |
Net realized gain (loss) on written options contracts | $(1,345,386) |
Net change in unrealized appreciation (depreciation) on written options contracts | (2,979,652) |
During the six months ended June 30, 2020, the premiums for written options opened were $2,799,549, and the premiums for written options closed, exercised and expired were $1,951,620.
Notes to Financial Statements (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
The Fund does not have the right to offset financial assets and liabilities related to option contracts on the Statement of Assets and Liabilities.
7. Borrowings
The Fund has entered into a credit agreement with The Bank of Nova Scotia, which provides for a revolving credit facility to be used as leverage for the Fund. The revolving credit facility provides for a secured line of credit for the Fund where Fund assets are pledged against advances made to the Fund. Under the requirements of the 1940 Act, the Fund, immediately after any such borrowings, must have an “asset coverage” of at least 300% (33-1/3% of the Fund’s total assets after borrowings). The total commitment under the facility is $115,000,000. As of June 30, 2020, the Fund had four loans outstanding under the revolving credit facility totaling $58,277,050, which approximates fair value, under the credit agreement. The borrowings are categorized as Level 2 within the fair value hierarchy. The four loans, which are all LIBOR loans, bear interest based on the adjusted LIBOR rate and are in the amounts of $35,165,550 (the U.S. Dollar equivalent of a €31,000,000 loan), $10,111,500 (the U.S. Dollar equivalent of a €9,000,000 loan), $10,000,000 and $3,000,000. For the six months ended June 30, 2020, the average amount outstanding was $72,228,942. The high and low annual interest rates during the six months ended June 30, 2020 were 2.69% and 0.80%, respectively, and the average weighted average interest rate was 1.27%. The weighted average interest rate at June 30, 2020 was 1.09%. The borrowing rate under the revolving credit facility is equal to the Euro rate of the 6-month LIBOR plus 80 basis points, for the Euro loans. For the USD loans, the borrowing rate is equal to the U.S. dollar 6-month LIBOR plus 80 basis points. The Fund does not pay a commitment fee unless the loan balance drops below 75% of total commitment, which results in a fee of 0.25% and is included in “Interest and fees on loans” on the Statement of Operations.
8. Indemnification
The Fund has a variety of indemnification obligations under contracts with its service providers. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
9. Other Matters
By operation of law, the Fund now operates as a diversified closed-end management investment company as defined in Section 5(b) of the 1940 Act.
10. Subsequent Events
Management has evaluated the impact of all subsequent events to the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements that have not already been disclosed.
Additional Information
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
Dividend Reinvestment Plan
If your Common Shares are registered directly with the Fund or if you hold your Common Shares with a brokerage firm that participates in the Fund’s Dividend Reinvestment Plan (the “Plan”), unless you elect, by written notice to the Fund, to receive cash distributions, all dividends, including any capital gain distributions, on your Common Shares will be automatically reinvested by Computershare Trust Company, N.A. (the “Plan Agent”), in additional Common Shares under the Plan. If you elect to receive cash distributions, you will receive all distributions in cash paid by check mailed directly to you by the Plan Agent, as the dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you will receive will be determined as follows:
(1) | If Common Shares are trading at or above net asset value (“NAV”) at the time of valuation, the Fund will issue new shares at a price equal to the greater of (i) NAV per Common Share on that date or (ii) 95% of the market price on that date. |
(2) | If Common Shares are trading below NAV at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments. |
You may elect to opt-out of or withdraw from the Plan at any time by giving written notice to the Plan Agent, or by telephone at (866) 340-1104, in accordance with such reasonable requirements as the Plan Agent and the Fund may agree upon. If you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your account under the Plan, and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions.
The Plan Agent maintains all Common Shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. The Plan Agent will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with proxies returned to the Fund. Any proxy you receive will include all Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Capital gains and income are realized although cash is not received by you. Consult your financial advisor for more information.
If you hold your Common Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above.
The Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained by writing Computershare, Inc., P.O. Box 505000, Louisville, KY 40233-5000.
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio investments during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 988-5891; (2) on the Fund’s website at www.ftportfolios.com; and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Portfolio Holdings
The Fund files portfolio holdings information for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter on Form N-PORT. Portfolio holdings information for the third month of each fiscal quarter will be publicly available on the
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings for the second and fourth quarters of each fiscal year is included in the semi-annual and annual reports to shareholders, respectively, and is filed with the SEC on Form N-CSR. The semi-annual and annual report for the Fund is available to investors within 60 days after the period to which it relates. The Fund’s Forms N-PORT and Forms N-CSR are available on the SEC’s website listed above.
Submission of Matters to a Vote of Shareholders
The Fund held its Annual Meeting of Shareholders (the “Annual Meeting”) on April 22, 2020. At the Annual Meeting, Robert F. Keith was elected by the Common Shareholders of First Trust Dynamic Europe Equity Income Fund as the Class I Trustee for a three-year term expiring at the Fund’s annual meeting of shareholders in 2023. The number of votes cast in favor of Mr. Keith was 13,882,145 and the number of votes withheld was 1,673,564. Richard E. Erickson, Thomas R. Kadlec, James A. Bowen and Niel B. Nielson are the other current and continuing Trustees.
Risk Considerations
The following discussion summarizes certain (but not all) of the principal risks associated with investing in the Fund. The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and, in accordance therewith, files reports, proxy statements and other information that is available for review. The order of the below risk factors does not indicate the significance of any particular risk factor.
Conversion Risk. The Fund’s Amended and Restated Declaration of Trust provides that, during calendar year 2023, the Fund will call a shareholder meeting for the purpose of voting to determine whether the Fund should convert to an open-end management investment company. The Fund will bear the costs associated with calling such shareholder meeting. In the event of conversion to an open-end management investment company, the common shares of the Fund would cease to be listed on the New York Stock Exchange or other national securities exchange, and such common shares would thereafter be redeemable at net asset value at the option of the shareholder, rather than traded in the secondary market at market price, which, for closed-end fund shares, may at times be at a premium to net asset value. Any borrowings or preferred shares of the Fund would need to be repaid or redeemed upon conversion and, accordingly, a portion of the Fund’s portfolio may need to be liquidated, potentially resulting in, among other things, lower current income. In addition, open-end management investment companies may be subject to continuous asset in-flows and out-flows that can complicate portfolio management and limit the Fund’s ability to make certain types of investments. As a result, the Fund may incur increased expenses and may be required to sell portfolio securities at inopportune times in order to accommodate such flows.
Cyber Security Risk. The Fund is susceptible to potential operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding, but may also result from outside attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches. The Fund has established risk management systems designed to reduce the risks associated with cyber security. However, there is no guarantee that such efforts will succeed, especially because the Fund does not directly control the cyber security systems of issuers or third party service providers.
Emerging Markets Risk. Investments in emerging market securities are considered speculative. In addition to the general risks of investing in non-U.S. securities, heightened risks of investing in emerging markets securities include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. The risks associated with investing in emerging market securities also include: greater political uncertainties, dependence on international trade or development assistance, overburdened infrastructures and environmental problems.
Equity Securities Risk. The value of the Fund’s shares will fluctuate with changes in the value of the equity securities in which the Fund invests. Prices of equity securities fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, such as market volatility, or when political or economic
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
Europe Risk. A significant number of countries in Europe are member states in the European Union (the “EU”), which faces major issues involving its membership, structure, procedures and policies. By adopting the Euro as its currency, a member state relinquishes control over its own monetary policies. In general, monetary policy is set for the Eurozone by the European Central Bank and fiscal policy is overseen and approved by the EU. European countries that are members of, or candidates to join, the Economic and Monetary Union (“EMU”) may be subject to various restrictions, including restrictions on deficits and debt levels. As a result of the foregoing, monetary and fiscal policies may not address the needs of all member countries. In addition, the fiscal policies of a single member state can impact and pose economic risks to the EU as a whole. There is continued concern over national-level support for the Euro, which could lead to certain countries leaving the EMU, the implementation of capital controls, or potentially the dissolution of the Euro. The dissolution of the Euro would have significant negative effects on European economies and would cause funds with holdings denominated in Euros to face substantial challenges, including difficulties relating to settlement of trades and valuation of holdings, diminished liquidity, and the redenomination of holdings into other currencies. The European financial markets have experienced volatility and adverse trends due to concerns about economic downturns, rising government debt levels and the possible default of government debt in several European countries. A default or debt restructuring by any European country can adversely impact holders of that country’s debt and can affect exposures to other EU countries and their financial companies as well. The European sovereign debt crisis has resulted in a weakened Euro and has put into question the future financial prospects of the European region as a whole.
Financial Companies Risk. Financial companies are especially subject to the adverse effects of economic recession, currency exchange rates, government regulation, decreases in the availability of capital, volatile interest rates, portfolio concentrations in geographic markets and in commercial and residential real estate loans, and competition from new entrants in their fields of business.
Forward Foreign Currency Exchange Contracts Risk. Forward foreign currency exchange contracts involve certain risks, including the risk of failure of the counterparty to perform its obligations under the contract and the risk that the use of forward contracts may not serve as a complete hedge because of an imperfect correlation between movements in the prices of the contracts and the prices of the currencies hedged. While forward foreign currency exchange contracts may limit the risk of loss due to a decline in the value of the hedged currencies, they also may limit any potential gain that might result should the value of the currencies increase. In addition, because forward currency exchange contracts are privately negotiated transactions, there can be no assurance that the Fund will have flexibility to roll-over a forward currency exchange contract upon its expiration if it desires to do so. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines. Moreover, it may not be possible for the Fund to hedge against a devaluation that is so generally anticipated that the Fund is not able to contract to sell the currency at a price above the devaluation level it anticipates. The cost to the Fund of engaging in currency exchange transactions varies with such factors as the currency involved, the length of the contract period and prevailing market conditions.
Geographic Concentration Risk. The Fund may invest from time to time a substantial amount of its assets in issuers located in a single country or region. Because the Fund may concentrate its investments in this manner, it assumes the risk that economic, political and social conditions in that country or region will have a significant impact on its investment performance, which may result in greater losses and volatility than if it had diversified its investments across a greater number of countries and regions.
Illiquid and Restricted Securities Risk. Investments in restricted securities could have the effect of increasing the amount of the Fund’s assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase these securities. Illiquid and restricted securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. The market price of illiquid and restricted securities generally is more volatile than that of more liquid securities, which may adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Illiquid and restricted securities are also more difficult to value, especially in challenging markets.
Income Risk. Net investment income paid by the Fund to its shareholders is derived from the premiums it receives from writing (selling) call options and from the dividends and interest it receives from the equity securities and other investments held in the Fund’s portfolio and short-term gains thereon. Premiums from writing (selling) call options and dividends and interest payments made by the securities in the Fund’s portfolio can vary widely over time. Dividends on equity securities are not fixed but are declared at the discretion of an issuer’s board of directors. There is no guarantee that the issuers of the equity securities in which the Fund invests will declare dividends in the future or that if declared they will remain at current levels. The Fund cannot assure as to what percentage of the distributions paid on the common shares, if any, will consist of qualified dividend income or long-term capital gains, both of which are taxed at lower rates for individuals than are ordinary income and short-term capital gains.
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
Leverage Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income and gains from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the return to the common shares will be less than if leverage had not been used. Leverage involves risks and special considerations for common shareholders including: the likelihood of greater volatility of net asset value and market price of the common shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings will reduce the return to the common shareholders or will result in fluctuations in the dividends paid on the common shares; in a declining market, the use of leverage is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares; and when the Fund uses certain types of leverage, the investment advisory fee payable to the Advisor and by the Advisor to the Sub-Advisor will be higher than if the Fund did not use leverage.
Management Risk and Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends upon the continued contributions of certain key employees of the Advisor and Sub-Advisor, some of whom have unique talents and experience and would be difficult to replace. The loss or interruption of the services of a key member of the portfolio management team could have a negative impact on the Fund.
Market Discount from Net Asset Value. Shares of closed-end investment companies such as the Fund frequently trade at a discount from their net asset value. The Fund cannot predict whether its common shares will trade at, below or above net asset value.
Market Risk. Securities held by the Fund, as well as shares of the Fund itself, are subject to market fluctuations caused by factors such as general economic conditions, political events, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on the Fund and its investments. Such events may affect certain geographic regions, countries, sectors and industries more significantly than others. The outbreak of the respiratory disease designated as COVID-19 in December 2019 has caused significant volatility and declines in global financial markets, which have caused losses for investors. The COVID-19 pandemic may last for an extended period of time and will continue to impact the economy for the foreseeable future.
Non-U.S. Securities and Currency Risk. Investing in securities of non-U.S. issuers may involve certain risks not typically associated with investing in securities of U.S. issuers. These risks include: (i) there may be less publicly available information about non-U.S. issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; (ii) non-U.S. markets may be smaller, less liquid and more volatile than the U.S. market; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience a downturn or recession; (v) the impact of economic, political, social or diplomatic events as well as of foreign governmental laws or restrictions; (vi) certain non-U.S. countries may impose restrictions on the ability of non-U.S. issuers to make payments of principal and interest to investors located in the United States due to blockage of non-U.S. currency exchanges or otherwise; and (vii) withholding and other non-U.S. taxes may decrease the Fund’s return. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad, including in the event the issuer of a non-U.S. security defaults or enters bankruptcy, administration, or other proceedings. These risks may be more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region or in emerging markets. Because the Fund may invest in securities denominated or quoted in non-U.S. currencies, changes in the non-U.S. currency/United States dollar exchange rate may affect the value of the Fund’s securities and the unrealized appreciation or depreciation of investments. While certain or all of the Fund’s non-U.S. dollar-denominated securities may be hedged into U.S. dollars, hedging may not alleviate all currency risks.
Option Risk. The Fund may write (sell) covered call options on a portion of the equity securities held in the Fund’s portfolio and certain broad-based indices. As the writer (seller) of a call option on portfolio equity securities, the Fund would receive cash (the premium) from the purchaser of the option, and the purchaser would have the right to receive from the Fund any appreciation in the underlying security over the strike price upon exercise. In effect, the Fund would forgo, during the life of the option, the opportunity to profit from increases in the market value of the underlying security above the sum of the premium and the strike price of the call option but would retain the risk of loss should the price of the underlying security decline. Therefore, the writing (or selling) of call options may limit the Fund’s ability to benefit from the full upside potential of its investment strategies. The value of call options written by the Fund may be affected by, among other factors, changes in the value of the underlying security (or securities) in relation to the strike price, changes in dividend rates of the underlying security (or securities), changes in interest rates, changes in actual or perceived volatility of the stock market and the underlying security (or securities), and the time remaining until the expiration date. The value of call options written by the Fund may be adversely affected if the market for the option is reduced or becomes illiquid.
Potential Conflicts of Interest Risk. First Trust, Janus Capital and the portfolio managers have interests which may conflict with the interests of the Fund. In particular, First Trust and Janus Capital currently manage and may in the future manage and/or advise other
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
investment funds or accounts with the same or substantially similar investment objectives and strategies as the Fund. In addition, while the Fund is using leverage, the amount of the fees paid to First Trust (and by First Trust to Janus Capital) for investment advisory and management services are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore, First Trust and Janus Capital have a financial incentive to leverage the Fund.
Real Estate Investment Trust Risk. The market value of REIT shares and the ability of the REITs to distribute income may be adversely affected by several factors, including: (i) rising interest rates; (ii) changes in the economic climate and real estate conditions; (iii) perceptions of prospective tenants of the safety, convenience and attractiveness of the properties; (iv) the ability of the owners to provide adequate management, maintenance and insurance; (v) the cost of complying with local laws; (vi) increased competition from new properties; (vii) the impact of present or future environmental legislation and compliance with environmental laws; (viii) changes in real estate taxes and other operating expenses; (ix) adverse changes in governmental rules and fiscal policies; (x) adverse changes in zoning laws; and (xi) other factors beyond the control of the REITs including changes in tax laws. In addition, distributions received by the Fund from REITs may consist of dividends, capital gains and/or return of capital. Many of these distributions, however, when further distributed to common shareholders will not generally qualify for favorable treatment as qualified dividend income. Certain REITs may have limited financial resources and their securities may trade less frequently and in limited volume and may be subject to more abrupt or erratic price movements than larger company securities. REITs are also subject to heavy cash flow dependency and defaults by borrowers or lessees. By investing in REITs indirectly through the Fund, a common shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs.
United Kingdom Risk. Investments in British issuers may subject the Fund to regulatory, political, currency, security, and economic risk specific to the United Kingdom. The United Kingdom has one of the largest economies in Europe, and the United States and other European countries are substantial trading partners of the United Kingdom. As a result, the British economy may be impacted by changes to the economic health of the United States and other European countries. On June 23, 2016, the United Kingdom voted via referendum to leave the EU, an event commonly referred to as “Brexit.” Brexit immediately led to significant market volatility around the world, as well as political, economic, and legal uncertainty. On January 31, 2020, the United Kingdom officially left the EU, which started a transition period for the United Kingdom and the EU to negotiate a wide variety of agreements, including a trade agreement. There is uncertainty relating to the precise terms of many of these agreements. At this time, it is also difficult to predict what the longer term ramifications and political, economic, and legal implications will be as a result of Brexit, including the impact on the Fund’s portfolio holdings. The impact on not only the United Kingdom and European economies, but the broader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that rely significantly on Europe for their business activities and revenues.
Valuation Risk. When market quotations are not readily available or are deemed to be unreliable, the Fund values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.
Advisory and Sub-Advisory Agreements
Board Considerations Regarding Approval of Investment Management and Investment Sub-Advisory Agreements
The Board of Trustees of First Trust Dynamic Europe Equity Income Fund (the “Fund”), including the Independent Trustees, unanimously approved the continuation of the Investment Management Agreement (the “Advisory Agreement”) between the Fund and First Trust Advisors L.P. (the “Advisor”) and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and together with the Advisory Agreement, the “Agreements”) among the Fund, the Advisor and Janus Capital Management LLC (the “Sub-Advisor”). The Board approved the continuation of the Agreements for a one-year period ending June 30, 2021 at a meeting held on June 8, 2020. The Board determined that the continuation of the Agreements is in the best interests of the Fund in light of the nature, extent and quality of the services provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment.
To reach this determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. At meetings held on May 11, 2020 and June 8, 2020, the Board, including the Independent Trustees, reviewed materials provided by the Advisor and the Sub-Advisor responding to requests for information from counsel to the
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
Independent Trustees, submitted on behalf of the Independent Trustees, that, among other things, outlined: the services provided by the Advisor and the Sub-Advisor to the Fund (including the relevant personnel responsible for these services and their experience); the advisory fee rate payable by the Fund and the sub-advisory fee rate as compared to fees charged to a peer group of funds (the “Expense Group”) and a broad peer universe of funds (the “Expense Universe”), each assembled by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent source, and as compared to fees charged to other clients of the Advisor and the Sub-Advisor; the expense ratio of the Fund as compared to expense ratios of the funds in the Fund’s Expense Group and Expense Universe; performance information for the Fund, including comparisons of the Fund’s performance to that of one or more relevant benchmark indexes and to that of a performance group of funds and a broad performance universe of funds (the “Performance Universe”), each assembled by Broadridge; the nature of expenses incurred in providing services to the Fund and the potential for the Advisor and the Sub-Advisor to realize economies of scale, if any; profitability and other financial data for the Advisor; financial data for the Sub-Advisor; any fall-out benefits to the Advisor and the Sub-Advisor; and information on the Advisor’s and the Sub-Advisor’s compliance programs. The Board reviewed initial materials with the Advisor at the meeting held on May 11, 2020, prior to which the Independent Trustees and their counsel met separately to discuss the information provided by the Advisor and the Sub-Advisor. Following the May meeting, counsel to the Independent Trustees, on behalf of the Independent Trustees, requested certain clarifications and supplements to the materials provided, and the information provided in response to those requests was considered at an executive session of the Independent Trustees and their counsel held prior to the June 8, 2020 meeting, as well as at the meeting held that day. The Board considered supplemental information provided by the Advisor and the Sub-Advisor on the operations of the Advisor and the Sub-Advisor, respectively, and the performance of the Fund since the onset of the COVID-19 pandemic. The Board applied its business judgment to determine whether the arrangements between the Fund and the Advisor and among the Fund, the Advisor and the Sub-Advisor continue to be reasonable business arrangements from the Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the Agreements, the Board had received sufficient information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in the Fund knowing that the Advisor and the Sub-Advisor manage the Fund.
In reviewing the Agreements, the Board considered the nature, extent and quality of the services provided by the Advisor and the Sub-Advisor under the Agreements. With respect to the Advisory Agreement, the Board considered that the Advisor is responsible for the overall management and administration of the Fund and reviewed all of the services provided by the Advisor to the Fund, including the oversight of the Sub-Advisor, as well as the background and experience of the persons responsible for such services. The Board noted that the Advisor oversees the Sub-Advisor’s day-to-day management of the Fund’s investments, including portfolio risk monitoring and performance review. In reviewing the services provided, the Board noted the compliance program that had been developed by the Advisor and considered that it includes a robust program for monitoring the Advisor’s, the Sub-Advisor’s and the Fund’s compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The Board also considered a report from the Advisor with respect to its risk management functions related to the operation of the Fund. Finally, as part of the Board’s consideration of the Advisor’s services, the Advisor, in its written materials and at the May 11, 2020 meeting, described to the Board the scope of its ongoing investment in additional infrastructure and personnel to maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex. With respect to the Sub-Advisory Agreement, in addition to the written materials provided by the Sub-Advisor, at the June 8, 2020 meeting, the Board also received a presentation from representatives of the Sub-Advisor discussing the services that the Sub-Advisor provides to the Fund, including the Sub-Advisor’s day-to-day management of 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. 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 Advisor and the Sub-Advisor under the Agreements have been and are expected to remain satisfactory and that the Sub-Advisor, under the oversight of the Advisor, has managed the Fund consistent with its investment objective, policies and restrictions.
The Board considered the advisory and sub-advisory fee rates payable under the Agreements for the services provided. The Board noted that the sub-advisory fee is paid by the Advisor from its advisory fee. The Board received and reviewed information showing the advisory fee rates and expense ratios of the peer funds in the Expense Group, as well as advisory and unitary fee rates charged by the Advisor and the Sub-Advisor to other fund and non-fund clients, as applicable. With respect to the Expense Group, the Board, at the May 11, 2020 meeting, discussed with Broadridge its methodology for assembling peer groups and discussed with the Advisor limitations in creating a relevant peer group for the Fund, including that (i) the Fund is unique in its composition, which makes assembling peers with similar strategies and asset mix difficult; (ii) not all peer funds employ an advisor/sub-advisor management structure; and (iii) the Fund invests predominately in foreign assets, which typically cost more to custody than domestic assets, and some of the peer funds have limited foreign allocations. The Board took these limitations into account in considering the peer data, and noted that the contractual advisory fee rate payable by the Fund, based on average managed assets, was above the median contractual advisory fee of the peer funds in the Expense Group. With respect to fees charged to other clients, the Board considered differences between the Fund and other clients that limited their comparability. In considering the advisory fee rate overall, the Board also
Additional Information (Continued)
First Trust Dynamic Europe Equity Income Fund (FDEU)
June 30, 2020 (Unaudited)
considered the Advisor’s statement that it seeks to meet investor needs through innovative and value-added investment solutions and the Advisor’s demonstrated long-term commitment to the Fund and the other funds in the First Trust Fund Complex.
The Board considered performance information for the Fund. The Board noted the process it has established for monitoring the Fund’s performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting from the Advisor and 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, 2019 to the performance of the funds in the Performance Universe and to that of a benchmark index. In reviewing the Fund’s performance as compared to the performance of the Performance Universe, the Board took into account the limitations described above with respect to creating a relevant peer group for the Fund. Based on the information provided on net asset value performance, the Board noted that the Fund underperformed the Performance Universe median and the benchmark index for the one- and three-year periods ended December 31, 2019. In addition, the Board considered information provided by the Advisor on the impact of leverage on the Fund’s returns. The Board also received information on the Fund’s annual distribution rate as of December 31, 2019 and the Fund’s average trading discount for various periods and comparable information for a peer group. The Board noted the Sub-Advisor’s discussion of the Fund’s performance at the June 8, 2020 meeting.
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 advisory and sub-advisory fees continue to be reasonable and appropriate in light of the nature, extent and quality of the services provided by the Advisor and the Sub-Advisor to the Fund under the Agreements.
The Board considered information and discussed with the Advisor whether there were any economies of scale in connection with providing advisory services to the Fund and noted the Advisor’s statement that it believes its expenses will likely increase over the next twelve months as the Advisor continues to hire personnel and build infrastructure, including technology, to improve the services to the Fund. The Board determined that due to the Fund’s closed-end structure, the potential for realization of economies of scale as Fund assets grow was not a material factor to be considered. The Board considered the revenues and allocated costs (including the allocation methodology) of the Advisor in serving as investment advisor to the Fund for the twelve months ended December 31, 2019 and the estimated profitability level for the Fund calculated by the Advisor based on such data, as well as complex-wide and product-line profitability data, for the same period. The Board noted the inherent limitations in the profitability analysis and concluded that, based on the information provided, the Advisor’s profitability level for the Fund was not unreasonable. In addition, the Board considered fall-out benefits described by the Advisor that may be realized from its relationship with the Fund, including the Advisor’s compensation for fund reporting services pursuant to a separate Fund Reporting Services Agreement. The Board concluded that the character and amount of potential fall-out benefits to the Advisor were not unreasonable.
The Board considered the Sub-Advisor’s statements that the expenses incurred by the Sub-Advisor are primarily fixed and that the Sub-Advisor believes that expenses will remain approximately the same for the next twelve months. 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 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 concluded that the profitability analysis for the Advisor was more relevant. The Board considered fall-out benefits that may be realized by the Sub-Advisor from its relationship with the Fund and noted that, in respect to the Fund, the Sub-Advisor pays for research from its own profits and losses (hard dollars) and does not use soft dollars. 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, the Board, including the Independent Trustees, unanimously determined that the terms of the Agreements continue to be fair and reasonable and that the continuation of the Agreements is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.
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INVESTMENT ADVISOR
First Trust Advisors L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
INVESTMENT SUB-ADVISOR
Janus Capital Management LLC
151 Detroit Street
Denver, CO 80206
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
TRANSFER AGENT
Computershare, Inc.
P.O. Box 505000
Louisville, KY 40233-5000
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
Proxy Voting Guidelines
February 2019
Janus Capital Management LLC
Perkins Investment Management LLC
The Janus Proxy Voting Guidelines (the “Guidelines”) below summarize Janus Capital Management LLC’s (“Janus”) positions on various issues of concern to investors and are intended to provide a general indication of how portfolio securities may be voted on proposals dealing with particular issues. The Guidelines, together with the Janus Proxy Voting Procedures (the “Procedures”), will be used for voting proxies on behalf of all Janus clients (including mutual funds) for which Janus has voting authority, except with respect to the Participating Affiliate Funds listed in Schedule 1 hereto and as otherwise noted below. Proxy votes for such Participating Affiliate Funds will be made in accordance with the Proxy Policies and Procedures attached as Annex A to the Procedures. Subject to specific provisions in a client’s account documentation related to exception voting, Janus only accepts direction from a client to vote proxies for that client’s account pursuant to: 1) the Guidelines; 2) the Benchmark Policy recommendations of Institutional Shareholder Services Inc. (“ISS”) (the “Proxy Voting Service”); or 3) upon request by a client as set forth in a client’s investment management agreement, the ISS Taft-Hartley voting guidelines (“Taft-Hartley Guidelines”). Perkins Investment Management LLC has adopted the Guidelines.
Janus has retained the services of the Proxy Voting Service, an industry expert in proxy issues and corporate governance matters. The Proxy Voting Service provides Janus with in-depth analysis and recommendations on complex proxy issues. While Janus attempts to apply the following Guidelines to proxy proposals, Janus reserves the right to use the Proxy Voting Service’s expertise and recommendations on a variety of proxy voting issues, including foreign issuer proxies and proposals that may not otherwise be addressed by the Guidelines. The Proxy Voting Service is instructed to vote all proxies relating to portfolio securities in accordance with these Guidelines, except as otherwise instructed by Janus. The Proxy Voting Service, may not, in all instances, have or provide research, analysis and recommendations on proxy issues. For example, the Proxy Voting Service may not provide such analysis and research for privately held companies. In such instances, the Proxy Administrator shall refer such proxy proposal to the portfolio manager.
The Guidelines are not exhaustive and do not include all potential voting issues. Because proxy issues and the circumstances of individual companies are so varied, there may be instances when Janus may not vote in strict adherence to the Guidelines. In addition, Janus portfolio managers, assistant portfolio managers, and analysts covering specific companies are responsible for monitoring significant corporate developments, including proxy proposals submitted to shareholders and notifying the Proxy Administrator in Denver Operations Control of circumstances where the interests of Janus’ clients may warrant a vote contrary to the Guidelines. In such instances, the portfolio manager, assistant portfolio manager or analyst will submit a written rationale to the Proxy Administrator. The Proxy Voting Committee periodically reviews rationales provided to determine: i) whether the rationales appear reasonable; and ii) whether any business relationship with the issuer of the proxy could have created a conflict of interest influencing the votes (see Procedures for additional Conflicts of Interest details).
In many foreign markets, shareholders who vote proxies for shares of a foreign issuer are not able to trade in that company’s stock within a given period of time on or around the shareholder meeting date. This practice is known as “share blocking.” In countries where share blocking is practiced, Janus will only vote proxies if the portfolio manager or assistant portfolio manager determines that the shareholder benefit of voting the proxies outweighs the risk of not being able to sell the securities. In addition, international issuers may be subject to corporate governance standards and a proxy solicitation process that substantially differs from domestic standards and practices. Janus will generally vote international issuer proxies using the Guidelines unless the application of the Guidelines is inconsistent with corporate governance standards and practices in the foreign market, in which case Janus may refer to the research, analysis and recommendations provided by the Proxy Voting Service.
The Janus funds may participate in a securities lending program under which shares of an issuer may be on loan while that issuer is conducting a proxy solicitation. Generally, if shares of an issuer are on loan during a proxy solicitation, a fund cannot vote the shares. Janus fund managers have discretion to instruct the Proxy Administrator to pull back lent shares before proxy record dates and vote proxies.
In circumstances where the Janus funds held a security as of record date, but Janus sells its holdings prior to the shareholder meeting, Janus may abstain from voting that proxy.
The following guidelines are grouped according to the types of proposals generally presented to shareholders.
Board of Directors Issues
The quality of management is a key consideration in the decision to invest in a company. Because management is in the best possible position to evaluate the qualifications and needs of a particular board, Janus considers the recommendation of management to be an important factor in making these decisions.
| 1. | For domestic market and applicable foreign market issuers, Janus will generally vote in favor of slates of director candidates that have a majority of independent directors (as determined by the Proxy Voting Service) and oppose slates of director candidates that do not have a majority of independent directors. |
| 2. | After taking into consideration country-specific practices, Janus will generally vote in favor of uncontested director candidates, unless they: |
| · | attend less than 75% of the board and committee meetings without a valid excuse; |
| · | ignore or otherwise fail to support shareholder proposals as determined by the proxy voting service; |
| · | are not responsive to advisory votes on executive compensation matters (as determined by the proxy voting service); |
| · | fail to provide appropriate oversight of company's risk management practices (as determined by the proxy voting service); |
| · | are non-independent directors and sit on the audit, compensation or nominating committees; |
| · | are non-independent directors and the board does not have an audit, compensation, or nominating committees; |
| · | are audit committee members and the non-audit fees paid to the auditor are excessive (as determined by the Proxy Voting Service); |
| · | are audit committee members and poor accounting practices rise to a level of serious concern, or other serious issues surrounding the audit process or arrangement exist (as determined by the Proxy Voting Service); |
| · | serve as directors on an excessive number of boards (“Overboarded”) (as determined by the Proxy Voting Service); |
| · | are compensation committee members and the company has poor compensation practices (as determined by Janus), or adopt a long term poison pill without shareholder approval or make material adverse changes to an existing poison pill (as determined by the Proxy Voting Service) |
| · | amend the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders. |
| 3. | Janus will evaluate proposals relating to contested director candidates and/or contested slates of directors on case-by-case basis.* |
| 4. | Janus will generally vote in favor of proposals to increase the minimum number of independent directors. |
| 5. | Janus believes that attracting qualified director candidates is important to overall company success and effective corporate governance. As such, Janus will generally vote in favor of proposals regarding director indemnification arrangements. |
| 6. | Janus will generally vote in favor of proposals to increase the size of a board of directors so long as the board has a majority of independent directors. |
| 7. | If the purpose of the proposal is to promote anti-takeover measures, Janus will generally vote against proposals relating to decreasing the size of a board of directors. |
| 8. | Janus will generally vote against proposals advocating classified or staggered boards of directors. |
| 9. | Janus will generally vote with management regarding proposals to declassify a board. |
| 10. | Janus will generally vote in favor of proposals to separate the role of the Chairman from the role of the CEO. |
Auditors
| 11. | Janus will vote in favor of proposals asking for approval of auditors, unless: (1) an auditor has a financial interest in or association with the company, and is therefore not independent; (2) fees for non-audit services are excessive (as determined by the Proxy Voting Service); (3) there is reason to believe that the independent auditor has rendered an opinion, which is neither accurate nor indicative of the company's financial position; or (4) the auditors are being changed without explanation or are not named. |
| 12. | Janus will evaluate proposals relating to contested auditors on a case-by-case basis.* |
| 13. | Janus will generally vote in favor of proposals to appoint internal statutory auditors. |
Equity Based Compensation Plans
| 14. | Equity based compensation plans are important tools in attracting and retaining desirable employees. Janus believes these plans should be carefully applied with the intention of maximizing shareholder value. With this in mind, Janus will evaluate proposals relating to executive and director compensation plans on a case-by-case basis, utilizing the research of the Proxy Voting Service. |
The Proxy Voting Service research is designed to estimate the total cost of a proposed plan and identify plan features and grant practices that demonstrate good stewardship of investors’ interests regarding executive compensation. The Proxy Voting Service evaluates whether the estimated cost is reasonable by comparing the cost to an allowable cap. The allowable cap is industry-specific, market cap-based, and
pegged to the average amount paid by companies performing in the top quartile of their peer groups. Janus will generally vote against plans if the estimated cost is above the allowable cap and/or plan features and grant practices are determined to be misaligned with maximizing shareholder value.
Janus will generally oppose plans that:
| · | provide for re-pricing of underwater options; |
| · | provide for automatic replenishment (“evergreen”) or reload options; |
| · | create an inconsistent relationship between long term share performance and compensation increases; and/or |
| · | are proposed by management and do not demonstrate good stewardship of investors’ interests regarding executive compensation or are a vehicle for poor compensation practices. |
Other Compensation Related Proposals
| 15. | Janus will generally vote in favor of proposals relating to ESPPs – so long as shares purchased through plans are priced no less than 15% below market value and/or do not contain other features disadvantageous to shareholders (as determined by the Proxy Voting Service). |
| 16. | Janus will generally vote in favor of proposals requiring the expensing of options. |
| 17. | Janus will generally oppose proposals requesting approval to make material amendments to equity based compensation plans without shareholder approval. |
| 18. | Janus will generally oppose proposals regarding the re-pricing of underwater options. |
| 19. | Janus will generally oppose proposals requesting approval of loans to officers, executives and board members of an issuer. |
| 20. | Janus will generally oppose proposals requesting approval of automatic share replenishment (“evergreen”) features of equity based compensation plans. |
| 21. | Janus will generally oppose the issuance of reload options (stock option that is automatically granted if an outstanding stock option is exercised during a window period). |
| 22. | Janus will generally vote in favor of annual advisory votes on executive compensation (say-on-frequency). |
| 23. | Janus will generally vote in favor with regard to advisory votes on executive compensation (say-on-pay), unless Janus determines problematic pay practices are maintained; |
| 24. | Janus will vote in favor of proposals to require golden parachutes or executive severance agreements to be submitted for shareholder approval, unless the proposal requires shareholder approval prior to entering into employment contracts. |
| 25. | Janus will vote on a case-by-case basis on proposals to approve or cancel golden or tin parachutes*. An acceptable parachute should include the following: |
| · | The parachute should be less attractive than an ongoing employment opportunity with the firm; |
| · | The triggering mechanism should be beyond the control of management; and |
| · | The amount should not exceed three times base salary plus guaranteed benefits. |
| 26. | Janus will generally vote in favor of proposals intended to increase long-term stock ownership by executives, officers and directors. These may include: |
| · | requiring executive officers and directors to hold a minimum amount of stock in the company; |
| · | requiring stock acquired through exercised options to be held for a certain period of time; and |
| · | using restricted stock grants instead of options. |
Other Corporate Matters
| 27. | Janus will generally vote in favor of proposals relating to the issuance of dividends. |
| 28. | Janus will evaluate proposals relating to stock splits on a case-by-case basis.* |
| 29. | Janus will generally vote against proposals regarding supermajority voting rights (for example to approve acquisitions or mergers). |
| 30. | Janus will generally oppose proposals for different classes of stock with different voting rights. |
| 31. | Janus will evaluate proposals relating to issuances with and without preemptive rights on a case-by-case basis. For foreign issuer proxies, Janus will solicit research from the Proxy Voting Service.* |
| 32. | Janus will generally vote against proposals seeking to implement measures designed to prevent or obstruct corporate takeovers (includes poison pills), unless such measures are designed primarily as a short-term means to protect a tax benefit, or are structured in such a way that they give shareholders the ultimate decision on any proposal or offer, and are proposed in a transparent and independent fashion. |
| 33. | Janus will evaluate proposals seeking to increase the number of shares of common or preferred stock authorized for issue on a case-by-case basis. For domestic issuers, Janus will use quantitative criteria provided by the Proxy Voting Service to measure the reasonableness of the proposed share increase as compared against a measure of industry peers. For foreign issuer proxies, Janus will solicit research from the Proxy Voting Service.* |
| 34. | Janus will evaluate proposals regarding the issuance of debt, including convertible debt, on a case-by-case basis.* |
| 35. | Janus will generally vote in favor of proposals regarding the authorization of the issuer’s Board of Directors to repurchase shares. |
| 36. | Janus will evaluate plans of reorganization on a case-by-case basis.* |
| 37. | Janus will generally vote in favor of proposals regarding changes in the state of incorporation of an issuer. |
| 38. | Janus will generally vote in favor of proposals regarding changes in company name. |
| 39. | Janus will evaluate proposals relating to the continuance of a company on a case-by-case basis.* |
| 40. | Janus will evaluate proposals regarding acquisitions, mergers, tender offers or changes in control on a case- by-case basis, including any related advisory votes on golden parachutes.* |
| 41. | Janus will generally oppose proposals to authorize preferred stock whose voting, conversion, dividend and other rights are determined at the discretion of the Board of Directors when the stock is issued (“blank check stock”). |
| 42. | Janus will generally vote in favor of proposals to lower the barriers to shareholder action (i.e., limited rights to call special meetings, limited rights to act by written consents) and against proposals restricting or prohibiting the ability to act by written consent. |
| 43. | Janus will generally vote in favor of proposals to adopt cumulative voting unless otherwise recommended by the Proxy Voting Service. |
| 44. | Janus will generally vote in favor of proposals to require that voting be confidential. |
| 45. | Janus will generally oppose proposals requesting authorization of political contributions (mainly foreign), except for proposals designed to insure that the charitable giving does not violate laws on political contributions. |
| 46. | Janus will generally vote in favor of proposals relating to the administration of an annual shareholder meeting. |
| 47. | Janus will generally vote against proposals to approve “other business” when it appears as a voting item. |
| 48. | Janus will evaluate proposals related to proxy access on a case-by-case basis.* |
Shareholder Proposals
| 49. | Janus is primarily concerned with the economic impact of shareholder proposals on a company’s short and long-term share value. Janus will generally apply the Guidelines to shareholder proposals while weighing the following considerations: |
| 50. | Janus’ first priority is to act as a fiduciary in the best financial interests of our clients. Janus recognizes that environmental, social, moral or ethical issues present risks and opportunities that can have an impact on company financial performance. Janus strives to balance these issues in a manner consistent with our fiduciary obligations. Janus will generally vote with management on these matters unless we identify areas of weakness or deficiency relative to peers and/or industry best practices or feel that management has failed to adequately respond to shareholder concerns. In such instances Janus will review these matters on a case-by-case basis, consistent with our fiduciary obligations to clients. |
| 51. | For shareholder proposals outside the scope of the Guidelines, Janus will solicit additional research and a recommendation from the Proxy Voting Service. Janus will always reserve the right to over-ride a recommendation provided by the Proxy Voting Service.* |
* All discretionary votes of this nature are cast solely in the interests of shareholders and without regard to any
other Janus relationship, business or otherwise.
Schedule 1
The “Participating Affiliate Funds”
Fund Name
| • | Janus Henderson All Asset Fund |
| • | Janus Henderson Asia Equity Fund |
| • | Janus Henderson Dividend & Income Builder Fund |
| • | Janus Henderson Emerging Markets Fund |
| • | Janus Henderson European Focus Fund |
| • | Janus Henderson Global Equity Income Fund |
| • | Janus Henderson Global Real Estate Fund |
| • | Janus Henderson International Opportunities Fund |
| • | Janus Henderson International Small Cap Fund |
| • | Janus Henderson Strategic Income Fund |
| · | Janus Henderson Emerging Markets Equity Fund LLC |
Proxy Voting Procedures
February 2019
Janus Capital Management LLC
Perkins Investment Management LLC
The following represents the Proxy Voting Procedures (“Procedures”) for Janus Capital Management LLC (“Janus”) with respect to the voting of proxies on behalf of all clients, including mutual funds and exchange-traded funds (“ETFs”), except for those funds listed on Schedule 1 hereto (the “Participating Affiliate Funds”), advised by Janus, for which Janus has voting responsibility and the keeping of records relating to proxy voting. Perkins Investment Management LLC (“Perkins”) has adopted the Procedures.
Each of the Participating Affiliate Funds shall follow the procedures attached as Annex A.
General Policy: Janus seeks to vote proxies in the best interest of its clients. Janus will not accept direction as to how to vote individual proxies for which it has voting responsibility from any other person or organization (other than the research and information provided by the Proxy Voting Service (as hereinafter defined)). Subject to specific provisions in a client’s account documentation related to exception voting, Janus only accepts direction from a client to vote proxies for that client’s account pursuant to: 1) the Janus Capital Management LLC Proxy Voting Guidelines (“Guidelines”); 2) the Benchmark Policy recommendations of Institutional Shareholder Services Inc. (“ISS”) (the “Proxy Voting Service”); or 3) upon request by a client as set forth in a client’s investment management agreement, the ISS Taft-Hartley voting guidelines (“Taft-Hartley Guidelines”).
ERISA Plan Policy: On behalf of client accounts subject to ERISA, Janus seeks to discharge its fiduciary duty by voting proxies solely in the best interest of the participants and beneficiaries of such plans. Janus recognizes that the exercise of voting rights on securities held by ERISA plans for which Janus has voting responsibility is a fiduciary duty that must be exercised with care, skill, prudence and diligence. In voting proxies for ERISA accounts, Janus will exercise its fiduciary responsibility to vote all proxies for shares for which it has investment discretion as investment manager unless the power to vote such shares has been retained by the appointing fiduciary as set forth in the documents in which the named fiduciary has appointed Janus as investment manager.
Proxy Voting Committee: The Janus Henderson Proxy Voting Committee (the “Committee”) develops Janus’ positions on all major corporate issues, creates guidelines and oversees the voting process. The Committee is comprised of representatives from the Office of the Treasurer, Denver Operations Control, the Governance and Responsible Investing Team, and Compliance, and one or more portfolio management representatives (or their respective designees) who provide input on behalf of the portfolio management team. Internal legal counsel serves as a consultant to the Committee and is a non-voting member. A quorum is required for all Committee meetings. In formulating proxy voting recommendations, the Committee analyzes proxy proposals from the Proxy Voting Service from the prior year, and evaluates whether those proposals would adversely or beneficially affect clients’ interests. The Committee also reviews policy rationale provided by the Proxy Voting Service related to voting recommendations for the upcoming proxy season. Once the Committee establishes its recommendations and revises the Guidelines, they are distributed to Janus’ portfolio managers1 for review and implementation. While the Committee sets the Guidelines and serves as a resource for Janus portfolio management, it does not have proxy
1 All references to portfolio managers include assistant portfolio managers.
voting authority for any proprietary or non-proprietary mutual fund, ETF, or any investment advisory client. The portfolio managers are responsible for proxy votes on securities they own in the portfolios they manage. Most portfolio managers vote consistently with the Guidelines. However, a portfolio manager may choose to vote contrary to the Guidelines. When portfolio managers cast votes which are contrary to the Guidelines, the manager is required to document the reasons in writing for the Committee. In many cases, a security may be held by multiple portfolio managers. Portfolio managers are not required to cast consistent votes. Annually the Janus Funds Board of Trustees, or a committee thereof, will review Janus’ proxy voting process, policies and voting records.
Securities Operations Group: Denver Operations Control is responsible for administering the proxy voting process as set forth in these procedures, the Guidelines, and as applicable, the Taft-Hartley Guidelines. The Proxy Administrator in Denver Operations Control works with the Proxy Voting Service and is responsible for ensuring that all meeting notices are reviewed against the Guidelines, and as applicable, the Taft-Hartley Guidelines, and proxy matters are communicated to the portfolio managers and analysts for consideration pursuant to the Guidelines.
Voting and Use of Proxy Voting Service: Janus has engaged an independent proxy voting service, ISS, to assist in the voting of proxies. The Proxy Voting Service is responsible for coordinating with the clients’ custodians to ensure that all proxy materials received by the custodians relating to the clients’ portfolio securities are processed in a timely fashion. In addition, the Proxy Voting Service is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to Janus upon request.
To the extent applicable, the Proxy Voting Service will process all proxy votes in accordance with the Guidelines. Portfolio managers may decide to vote their proxies consistent with the Guidelines in all cases and instruct the Proxy Administrator to vote all proxies accordingly pursuant to account-specific procedures approved by the Committee. He or she may also request to review all vote recommendations prior to the meeting cut-off date, or may choose to review only those votes to be cast against management. Notwithstanding the above, with respect to clients who have instructed Janus to vote proxies in accordance with the Taft-Hartley Guidelines, the Proxy Voting Service will process all proxy votes in strict accordance with the Taft-Hartley Guidelines. In all cases, the portfolio managers receive a monthly report summarizing all proxy votes in his or her client accounts. The Proxy Administrator is responsible for maintaining this documentation.
The Proxy Voting Service will refer proxy questions to the Proxy Administrator for instructions under circumstances where: (1) the application of the Guidelines is unclear; (2) the proxy question relates to a company and/or issue in which the Proxy Voting Services does not have research, analysis and/or a recommendation available, or (3) the Guidelines call for Janus portfolio manager input. The Proxy Administrator solicits feedback from the Portfolio Manager or the Committee as required. Janus also utilizes research services relating to proxy questions provided by the Proxy Voting Service. In the event a portfolio manager is unable to provide input on a proxy item referred to him or her, Janus will abstain from voting the proxy item.
Procedures for Proxy Issues Outside the Guidelines: In situations where the Proxy Voting Service refers a proxy question to the Proxy Administrator, the Proxy Administrator will consult with the portfolio manager regarding how the shares will be voted. The Proxy Administrator will refer such questions, through a written request, to the portfolio manager(s) who hold(s) the security for a voting recommendation. The Proxy Administrator may also refer such questions, through a written request to any member of the Committee, but the Committee cannot direct the Proxy Administrator how to vote. If the proxy issue raises a conflict of interest (see Conflict of Interest discussion below), the portfolio manager will document how the proxy should be voted and the rationale for such
recommendation. If the portfolio manager has had any contact with persons outside of Janus (excluding routine communications with issuers and proxy solicitors) regarding the proxy issue, the portfolio manager will disclose that contact to the Committee. In such cases, the Committee will review the portfolio manager’s voting recommendation. If the Committee believes a conflict exists and that the portfolio manager’s voting recommendation is not in the best interests of the clients, the Committee will refer the issue to the appropriate Chief Investment Officer(s) (“CIO”) (or the Director of Research, if such CIO is conflicted or otherwise unavailable) to determine how to vote.
Procedures for Voting Janus “Fund of Funds”: Janus advises certain portfolios or “fund of funds” that invest in other Janus funds. From time to time, a fund of funds may be required to vote proxies for the underlying Janus funds in which it is invested. Accordingly, if an underlying Janus fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner fund of funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund (also known as “echo-voting”). In addition, Janus advises certain funds of funds that invest in unaffiliated ETFs. The Janus funds may enter into a written participation agreement with an underlying ETF in accordance with an exemptive order obtained by the ETF that allows a Janus fund to own shares of the ETF in excess of what is generally permitted by the 1940 Act. Participation agreements generally require funds whose ownership of the underlying ETF exceeds a certain percentage to agree to “echo-vote” shares of the ETF. Accordingly, if an underlying ETF submits a matter to a vote of its shareholders, votes for and against such matters on behalf of a Janus fund will be echo-voted to the extent required by a participation agreement.
Conflicts of Interest: The Committee is responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Because the Guidelines are pre-determined and designed to be in the best interests of shareholders, application of the Guidelines to vote client proxies should, in most cases, adequately address any possible conflicts of interest. On a quarterly basis, the Committee reviews records of votes that were cast inconsistently with the Guidelines and the related rationale for such votes. Additionally, and in instances where a portfolio manager has discretion to vote differently than the Guidelines and proposes to vote a proxy inconsistent with the Guidelines and a potential conflict of interest is identified, the Committee will review the proxy votes to determine whether the portfolio manager’s voting rationale appears reasonable and no material conflict exists. Similarly, the Taft-Hartley Guidelines are pre-determined, so application of the Taft-Hartley Guidelines to vote client proxies should, in most cases, adequately address any possible conflicts of interest. In the unusual circumstance that the Proxy Voting Service seeks direction on any matter, the matter shall be handled in accordance with the Procedures for Proxy Issues Outside the Guidelines set forth above, and reviewed by the Committee.
A conflict of interest may exist, for example, if Janus has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. In addition, any portfolio manager with knowledge of a personal conflict of interest (e.g., a family member in a company’s management) relating to a particular referral item shall disclose that conflict to the Committee and may be required to recuse himself or herself from the proxy voting process. Issues raising possible conflicts of interest are referred by the Proxy Administrator to the Committee for resolution. If the Committee does not agree that the portfolio manager’s rationale is reasonable, the Committee will refer the matter to the appropriate Chief Investment Officer(s) (or the Director of Research) to vote the proxy.
If a matter is referred to the Chief Investment Officer(s) (or the Director of Research) the decision made and basis for the decision will be documented by the Committee.
Reporting and Record Retention: Upon request, on an annual basis, Janus will provide its non-investment company clients with the proxy voting record for that client’s account.
On an annual basis, Janus will provide its proxy voting record for each proprietary mutual fund or ETF for the one- year period ending on June 30th on Janus’ website at www.janushenderson.com/proxyvoting. Such voting record, on Form N-PX, is also available on the SEC’s website at http://www.sec.gov. A complete copy of Janus Capital’s proxy voting policies and procedures, including specific guidelines, is available at www.janushenderson.com/proxyvoting.
Janus retains proxy statements received regarding client securities, records of votes cast on behalf of clients, records of client requests for proxy voting information and all documents prepared by Janus regarding votes cast in contradiction to the Janus Guidelines. In addition, any document prepared by Janus that is material to a proxy voting decision such as the Guidelines, Committee materials and other internal research relating to voting decisions will be kept. Proxy statements received from issuers are either available on the SEC’s EDGAR database or are kept by a third party voting service and are available on request. All proxy voting materials and supporting documentation are retained for a minimum of 6 years.
Except as noted in these Procedures or required by law, Janus does not provide information to anyone on how it voted or intends to vote on a particular matter. Denver Operations Control may confirm to issuers or their agents whether votes have been cast, but will not disclose the size of the position or how the votes were cast. Members of the Janus investment team have the discretion to indicate to issuers or their agents how they voted or intend to vote in the context of discussions with issuers and their management as part of Janus’ ongoing investment analysis process.
Schedule 1
The “Participating Affiliate Funds”
Fund Name
| • | Janus Henderson All Asset Fund |
| • | Janus Henderson Asia Equity Fund |
| • | Janus Henderson Dividend & Income Builder Fund |
| • | Janus Henderson Emerging Markets Fund |
| • | Janus Henderson European Focus Fund |
| • | Janus Henderson Global Equity Income Fund |
| • | Janus Henderson Global Real Estate Fund |
| • | Janus Henderson International Opportunities Fund |
| • | Janus Henderson International Small Cap Fund |
| • | Janus Henderson Strategic Income Fund |
| · | Janus Henderson Emerging Markets Equity Fund LLC |
Annex A
Proxy Policies and Procedures
It is the intent of the Participating Affiliates2, to vote proxies in the best interests of the firm’s clients, which include those Participating Affiliate Funds listed on Schedule 1. The Participating Affiliates believe that in order to achieve long-term success, companies need not only to conceive and execute appropriate business strategies, but also to maintain high standards of corporate governance and corporate responsibility. We therefore expect companies to operate according to recognised national and international standards in these areas.
This policy sets out the Participating Affiliates’ approach to corporate governance, corporate responsibility and proxy voting.
1. Responsibilities: The Governance and Responsible Investment Team at Janus Henderson Investors (“Janus Henderson”), acting on behalf of the Participating Affiliates, is responsible for the implementation of the Proxy Voting Policies.
2. Service Providers: The Participating Affiliates have contracted ISS Europe Ltd. to provide policy development, research, advisory and voting disclosure services.
Proxy voting services are provided by BNP Paribas Securities Services plc, which provides a range of administrative services to Janus Henderson. BNP Paribas Securities Services plc is provided with voting services by ISS.
2 The portfolio managers that provide investment advisory services to each of the Participating Affiliate Funds listed on Schedule 1 act under a participating affiliate arrangement between Janus Capital Management LLC and each of Henderson Global Investors Limited, Henderson Global Investors (Singapore) Ltd., and Henderson Global Investors (Japan) Ltd. (each a “Participating Affiliate” and together, the “Participating Affiliates”). Each Participating Affiliate is party to a Memorandum of Understanding with Janus Capital Management LLC, dated January 1, 2018.
3. Voting Guidelines: The Participating Affiliates have adopted the Henderson Global Investors Responsible Investment policy. This policy sets out Janus Henderson’s approach to monitoring and taking action on financial performance, corporate governance and corporate responsibility with respect to certain products, including the Participating Affiliates Funds. The International Corporate Governance Policy is detailed below.
3.1. International Corporate Governance Policy: International corporate governance systems vary a great deal according to factors such as the legal system, the extent of shareholder rights and the level of dispersed ownership. In formulating our approach to corporate governance we are conscious that a ‘one size fits all’ policy is not appropriate. We therefore seek to vary our voting and engagement activities according to the market, and pay close attention to local market codes of best practice.
Notwithstanding these differences, we consider that certain core principles of corporate governance apply across all markets, and we seek to apply these in our voting policy. The paragraphs below elaborate on these core principles.3
3.2. Corporate Objective: The overriding objective of the company should be to optimize over time the returns to its shareholders. Where other considerations affect this objective, they should be clearly stated and disclosed.
To achieve this objective, the company should endeavour to ensure the long-term viability of its business, and to manage effectively its relationships with stakeholders.
3.3. Disclosure and Transparency: Companies should disclose accurate, adequate and timely information, in particular meeting market guidelines where they exist, so as to allow investors to make informed decisions about the acquisition, ownership obligations and rights, and sale of shares. Clear and comprehensive information on directors, corporate governance arrangements and the company’s management of corporate responsibility issues should be provided.
Shareholders should be given sufficient and timely information about all proposals to allow them to make an informed judgment and exercise their voting rights. Each proposal should be presented separately to shareholders – multiple proposals should not be combined in the same resolution. In the absence of sufficient information provided by a company on a proposed resolution we will vote against.
3.4. Boards of Directors: Janus Henderson recognises the plurality of corporate governance models across different markets and does not advocate any one form of board structure. However, for any corporate board there are certain key functions which apply.
| · | Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures. |
| · | Monitoring the effectiveness of the company's governance practices and making changes as needed. |
| · | Selecting, compensating, monitoring and, where necessary, replacing key executives and overseeing succession planning. |
| · | Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. |
3 These Principles are based on the Organisation for Economic Development (OECD) Corporate Governance Principles and those of the International Corporate Governance Network (ICGN).
| · | Ensuring a formal and transparent board nomination and election process. |
| · | Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions. |
| · | Ensuring the integrity of the corporation's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. |
| · | Overseeing the process of disclosure and communications. |
The board of directors, or supervisory board, as an entity, and each of its members, as an individual, is a fiduciary for all shareholders, and should be accountable to the shareholder body as a whole. Each member should stand for election on a regular basis.
Boards should include a sufficient number of independent non-executive members with appropriate skills, experience and knowledge. Responsibilities should include monitoring and contributing effectively to the strategy and performance of management, staffing key committees of the board, and influencing the conduct of the board as a whole.
Audit, remuneration and nomination/succession committees should be established. These should be composed wholly or predominantly of independent non-executives. Companies should disclose the terms of reference of these committees and give an account to shareholders in the annual report of how their responsibilities have been discharged. The chairmen and members of these committees should be appointed by the board as a whole according to a transparent procedure.
When determining how to vote on the election of a non-executive director, we will give close consideration to their independence and to the proportion of independent directors on the Board as a whole.
3.5. Shareholder rights: All shareholders should be treated equitably. Companies’ ordinary shares should provide one vote for each share, and companies should act to ensure the owners’ rights to vote.
Major strategic modifications to the core business(es) of a company should not be made without prior shareholder approval. Equally, major corporate changes which in substance or effect materially dilute the equity or erode the economic interests or share ownership rights of existing shareholders should not be made without prior shareholder approval of the proposed change. Such changes include modifications to articles or bylaws, the implementation of shareholder rights plans or so called "poison pills", and the equity component of compensation schemes.
We will not support proposals that have the potential to reduce shareholder rights such as significant open-ended authorities to issue shares without pre-emption rights or anti-takeover proposals unless companies provide a compelling rationale for why they are in shareholder interests.
3.6. Audit and internal control: Company boards should maintain robust structures and processes to ensure sound internal controls and to oversee all aspects of relationships with external auditors. The Audit Committee should ensure that the company gives a balanced and clear presentation of its financial position and prospects, and clearly explains its accounting principles and policies. Audit Committee members should have appropriate levels of financial expertise, in accordance with prevailing legislation or best practice. The Audit Committee should ensure that the independence of the external auditors is not compromised by conflicts of interest (arising, for example, from the award of non-audit consultancy assignments).
Where we have serious concerns over auditor independence we will vote against the re-election of the auditor.
3.7. Remuneration: Remuneration of executive directors and key executives should be aligned with the interests of shareholders. Performance criteria attached to share-based remuneration should be demanding and should not reward performance that is not clearly superior to that of a group of comparable companies that is appropriately selected in sector, geographical and index terms. Requirements on directors and senior executives to acquire and retain shareholdings in the company that are meaningful in the context of their cash remuneration are also appropriate.
The design of senior executives’ contracts should not commit companies to ‘payment for failure’. Boards should pay attention to minimising this risk when drawing up contracts and to resist pressure to concede excessively generous severance conditions.
Companies should disclose in each annual report or proxy statement the board’s policies on remuneration - and, preferably, the remuneration of individual board members and top executives, as well as the composition of that remuneration - so that investors can judge whether corporate pay policies and practices are appropriately designed.
Broad-based employee share ownership plans or other profit-sharing programmes are effective market mechanisms that promote employee participation.
When reviewing whether to support proposed new share schemes we place particular importance on the following factors:
| · | the overall potential cost of the scheme, including the level of dilution the issue price of share options relative to the market price |
| · | the use of performance conditions aligning the interests of participants with shareholders the holding period ie. the length of time from the award date to the earliest date of exercise the level of disclosure. |
| 4. | Voting Procedures: The procedure for casting proxy votes is as follows: |
| a. | Custodians notify ISS of forthcoming company meetings and send proxy materials. |
| b. | ISS notifies Janus Henderson of meetings via its ProxyExchange website. |
| c. | ISS provides voting recommendations based on the Participating Affiliates’s Proxy Voting Policies. |
| d. | The Governance and Responsible Investment Team consults with fund managers and analysts as appropriate. |
| e. | The Governance and Responsible Investment Team decides in conjunction with the relevant fund managers and analysts whether to accept or override the voting recommendations provided by ISS. |
| f. | Voting instructions are sent to custodians via the ProxyExchange website and executed by the custodians. |
| g. | If at any time during implementation of the above procedures a conflict of interest is identified, the matter, including proposed voting instructions, will be referred for resolution to the Janus Henderson Proxy Voting Committee (the “Committee”) via the Governance and Responsible Investment Team. |
5. Shareblocking: In a number of markets in which the funds invest, shares must be suspended from trading (‘blocked’) for a specified period before the Annual General Meeting if voting rights are to be exercised. Such restrictions may place constraints on portfolio managers that mean exercising proxy votes is not in clients’
interest. In other markets casting proxy votes may involve costs that are disproportionate to any benefit gained. In markets where share blocking applies or additional costs are incurred that outweigh the potential benefits of voting, the Participating Affiliates will vote only in exceptional circumstances.
6. Conflicts of interest: For each director, officer and employee of a Participating Affiliate (“Participating Affiliate Person”), the interests of the Participating Affiliate’s clients must come first, ahead of the interest of any Participating Affiliate and any person within the Participating Affiliate’s organization, which includes the Participating Affiliate’s affiliates.
Accordingly, each Participating Affiliate Person must not put “personal benefit”, whether tangible or intangible, before the interests of clients of any Participating Affiliate or otherwise take advantage of the relationship to the Participating Affiliate’s clients. “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a client of a Participating Affiliate, as appropriate. It is imperative that each of the Participating Affiliates’ directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of any Participating Affiliate’s clients.
It is the responsibility of each director, officer and employee of the Participating Affiliates to report any actual conflict of interest, including any attempts to improperly influence voting decisions, to the Governance and Responsible Investment Team, who shall present any such information to the Committee. However, once a particular conflict has been reported to the Governance and Responsible Investment Team, this requirement shall be deemed satisfied with respect to all individuals with knowledge of such conflict. To the extent a conflict of interest is reported, the Committee will review the proposed voting instructions. If the Committee believes a conflict exists and that the proposed voting instructions are not in the best interests of the clients, the Committee will refer the issue to the appropriate Chief Investment Officer(s) (“CIO”) (or the Director of Research, if such CIO is conflicted or otherwise unavailable) to determine how to vote. Otherwise, the matter will be referred back to the Governance and Responsible Investment Team to be voted in accordance with the proposed voting instructions.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a) Not applicable.
| (b) | There have been no changes, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the Registrant’s most recent annual report on Form N-CSR. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
On May 28, 2020, the By-Laws of the Fund were amended and restated (the “Amended By-Laws”). The Amended By-Laws include, among other things, additional procedures to be followed by shareholders recommending nominees to the Fund’s Board of Trustees as well by the nominees themselves. Under the Amended By-Laws, in connection with any shareholder nominating a person for election as a Trustee, such shareholder must obtain from the Secretary of the Fund a questionnaire to be completed by the nominee which must be returned and received by the Secretary at the principal executive offices of the Fund within ten (10) business days after the Secretary sends such questionnaire. Additionally, the Amended By-Laws require that a shareholder notice of the nomination of a person for election as a Trustee must include a representation from the nominee that the nominee intends to appear in person at the shareholder meeting and, to be eligible for election as a Trustee, the shareholder nominee must be in attendance at the meeting at which such nominee is to stand for election.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities For Closed-End Management Investment Companies.
Item 13. Exhibits.
(a)(1) Not applicable.
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.
(c) Notices to the registrant’s common shareholders in accordance with the order under Section 6(c) of the 1940 Act granting an exemption from Section 19(b) of the 1940 Act and Rule 19a-l under the 1940 Act, dated March 24, 2010. (1)
(1) | | The Fund received exemptive relief from the Securities and Exchange Commission which permits the Fund to make periodic distributions of long-term capital gains as frequently as monthly each taxable year. The relief is conditioned, in part, on an undertaking by the Fund to make the disclosures to the holders of the Fund’s common shares, in addition to the information required by Section 19(a) of the 1940 Act and Rule 19a-1 thereunder. The Fund is likewise obligated to file with the SEC the information contained in any such notice to shareholders. In that regard, attached as an exhibit to this filing is a copy of such notice made during the period. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | | First Trust Dynamic Europe Equity Income Fund | | |
By (Signature and Title)* | | /s/ James M. Dykas | | |
| | James M. Dykas, President and Chief Executive Officer (principal executive officer) | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | | /s/ James M. Dykas | | |
| | James M. Dykas, President and Chief Executive Officer (principal executive officer) | | |
By (Signature and Title)* | | /s/ Donald P. Swade | | |
| | Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial officer) | | |
* Print the name and title of each signing officer under his or her signature.