As filed with the Securities and Exchange Commission on September 28, 2015
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1933 Act File No. 333-205681
1940 Act File No. 811-23072
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. _
[X] Post-Effective Amendment No. 1
and
[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 7
First Trust Dynamic Europe Equity Income Fund
Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(630) 765-8000
Registrant's Telephone Number, including Area Code
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Eric F. Fess, Esq. Michael K. Hoffman, Esq.
Chapman and Cutler LLP Skadden, Arps, Slate, Meagher & Flom LLP
111 West Monroe Street 4 Times Square
Chicago, Illinois 60603 New York, New York 10036
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement
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If any of the securities being registered on this form are offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. [ ]
This Post-Effective Amendment No. 1 will become effective immediately upon
filing pursuant to Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
N-2 (File No. 333-205681) of First Trust Dynamic Europe Equity Income Fund (the
"Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for the
purpose of filing exhibits to the Registration Statement. Accordingly, this
Post-Effective Amendment No. 1 consists only of a facing page, this explanatory
note and Part C of the Registration Statement on Form N-2 setting forth the
exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does
not modify any other part of the Registration Statement. Pursuant to Rule 462(d)
under the Securities Act, this Post-Effective Amendment No. 1 shall become
effective immediately upon filing with the Securities and Exchange Commission.
The contents of the Registration Statement are hereby incorporated by reference.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
1. Financial Statements:
Financial Statements indicating that the Registrant has met the net worth
requirements of Section 14(a) of the Investment Company Act of 1940 were filed
with Pre-effective Amendment No. 5 to the Registration Statement on Form N-2
(File No. 333-205681).
2. Exhibits:
a.1 Declaration of Trust dated May 11, 2015. (1)
a.2 Amendment to Declaration of Trust dated June 25, 2015. (1)
a.3 Amendment to Declaration of Trust dated August 20, 2015. (3)
b. By-Laws of Fund. (4)
c. None.
d. None.
e. Terms and Conditions of the Dividend Reinvestment Plan. (4)
f. None.
g.1 Form of Investment Management Agreement between Registrant and First Trust
Advisors L.P. (4)
g.2 Form of Sub-Advisory Agreement between Registrant, First Trust Advisors
L.P. and Henderson Global Investors (North America) Inc. (4)
g.3 Form of Sub-Sub-Advisory Agreement between Registrant, First Trust
Advisors L.P., Henderson Global Investors (North America) Inc. and
Henderson Investment Management Limited. (4)
h.1 Form of Underwriting Agreement. (4)
h.2 Form of Master Agreement Among Underwriters. (4)
h.3 Form of Master Selected Dealers Agreement. (4)
i. None.
j. Form of Custodian Services Agreement between Registrant and Fund
Custodian. (4)
k.1 Form of Transfer Agency Services Agreement between Registrant and Fund
Transfer Agent. (4)
k.2 Form of Administrative Agency Agreement. (4)
k.3 Form of Structuring Fee Agreement with Wells Fargo Securities, LLC. (4)
k.4. Form of Structuring Fee Agreement with Morgan Stanley & Co. LLC. (4)
k.5. Form of Structuring Fee Agreement with UBS Securities LLC. (4)
k.6. Form of Structuring Fee Agreement with RBC Capital Markets, LLC. (4)
k.7. Form of Fee Agreement with qualifying underwriters. (4)
k.8 Form of Fee Agreement with Stifel, Nicolaus & Company, Incorporated. (5)
k.9 Form of Fee Agreement with Ladenburg Thalmann & Co. Inc. (5)
k.10 Form of Fee Agreement with Oppenheimer & Co. Inc. (5)
k.11 Form of Fee Agreement with J.J.B. Hilliard, W.L. Lyons, LLC. (5)
k.12 Form of Fee Agreement with Maxim Group LLC. (5)
k.13 Form of Fee Agreement with Pershing LLC. (5)
l.1 Opinion and consent of Chapman and Cutler LLP. (4)
l.2 Opinion and consent of Morgan, Lewis & Bockius LLP. (4)
m. None.
n. Consent of Independent Registered Public Accounting Firm. (4)
o. None.
p. Subscription Agreement between Registrant and First Trust Advisors L.P.
(4)
q. None.
r.1 Code of Ethics of Registrant. (4)
r.2 Code of Ethics of First Trust Portfolios L.P. (4)
r.3 Code of Ethics of First Trust Advisors L.P. (4)
r.4 Code of Ethics of Henderson Global Investors (North America) Inc. (4)
r.5 Code of Ethics of Henderson Investment Management Limited. (4)
s.1 Powers of Attorney for Richard E. Erickson, Thomas R. Kadlec, Robert F.
Keith and Niel B. Nielson. (2)
s.2 Power of Attorney for James A. Bowen. (3)
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(1) Filed on July 15, 2015 in Registrant's Registration Statement on Form N-2
(File No. 333-205681) and incorporated herein by reference.
(2) Filed on August 20, 2015 in Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-2 (File No. 333-205681) and incorporated
herein by reference.
(3) Filed on August 27, 2015 in Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2 (File No. 333-205681) and incorporated
herein by reference.
(4) Filed on September 23, 2015 in Pre-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-2 (File No. 333-205681) and
incorporated herein by reference.
(5) Filed herewith.
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Item 26: Marketing Arrangements
See the Form of Underwriting Agreement, the Form of Master Agreement Among
Underwriters, the Form of Master Selected Dealers Agreement, the Form of
Structuring Fee Agreement with Wells Fargo Securities, LLC, the Form of
Structuring Fee Agreement with Morgan Stanley & Co. LLC, the Form of Structuring
Fee Agreement with UBS Securities LLC, the Form of Structuring Fee Agreement
with RBC Capital Markets, LLC, and the Form of Fee Agreement with qualifying
underwriters filed as Exhibit (h)(1), Exhibit (h)(2), Exhibit (h)(3), Exhibit
(k)(3), Exhibit (k)(4), Exhibit (k)(5), Exhibit (k)(6) and Exhibit (k)(7),
respectively, in Pre-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-2 (File No. 333-205681).
See the Form of Fee Agreement with Stifel, Nicolaus & Company,
Incorporated, the Form of Fee Agreement with Ladenburg Thalmann & Co. Inc., the
Form of Fee Agreement with Oppenheimer & Co. Inc., the Form of Fee Agreement
with J.J.B. Hilliard, W.L. Lyons, LLC, the Form of Fee Agreement with Maxim
Group LLC and the Form of Fee Agreement with Pershing LLC filed as Exhibit
(k)(8), Exhibit (k)(9), Exhibit (k)(10), Exhibit (k)(11), Exhibit (k)(12) and
Exhibit (k)(13), respectively to this Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2 (File No. 333-205681).
Item 27: Other Expenses of Issuance and Distribution
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Securities and Exchange Commission Fees $ 44,098
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Financial Industry Regulatory Authority, Inc. Fees $ 57,425
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Printing and Engraving Expenses $ 79,000
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Legal Fees $ 450,000
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Listing Fees $ 30,000
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Accounting Expenses $ 17,000
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Blue Sky Filing Fees and Expenses $ --
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Miscellaneous Expenses $ 30,477
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Total $ 708,000
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Item 28: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 29: Number of Holders of Securities
At September 28, 2015
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Title of Class Number of Record Holders
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Common Shares, $0.01 par value 1
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Item 30: Indemnification
Section 9.5 of the Registrant's Declaration of Trust provides as follows:
Indemnification and Advancement of Expenses. Subject to the exceptions and
limitations contained in this Section 9.5, every person who is, or has been, a
Trustee, officer or employee of the Trust, including persons who serve at the
request of the Trust as directors, trustees, officers, employees or agents of
another organization in which the Trust has an interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been such a
Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the
extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Subject to applicable federal law, expenses of preparation and
presentation of a defense to any claim, action, suit or proceeding subject to a
claim for indemnification under this Section 9.5 shall be advanced by the Trust
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount if it is ultimately determined that
he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether
a Covered Person engaged in conduct for which indemnification is not provided as
described herein, or as to whether there is reason to believe that a Covered
Person ultimately will be found entitled to indemnification, the Person or
Persons making the determination shall afford the Covered Person a rebuttable
presumption that the Covered Person has not engaged in such conduct and that
there is reason to believe that the Covered Person ultimately will be found
entitled to indemnification.
As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding"
shall apply to all claims, demands, actions, suits, investigations, regulatory
inquiries, proceedings or any other occurrence of a similar nature, whether
actual or threatened and whether civil, criminal, administrative or other,
including appeals, and the words "liability" and "expenses" shall include
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
Section 6 of the Underwriting Agreement, filed as Exhibit h.1 to this
Registration Statement, provides for each of the parties thereto, including the
Registrant and the underwriters, to indemnify the others, their directors,
officers, employees, agents and persons who control them against certain
liabilities in connection with the offering described therein, including
liabilities under the federal securities laws.
Item 31: Business and Other Connections of Investment Advisers
The information in the Statement of Additional Information under the captions
"Management of the Fund - Trustees and Officers" and "Sub-Advisor and
Sub-Sub-Advisor," and the Form ADV of Henderson Global Investors (North America)
Inc. (File No. 801-47202) and Form ADV of Henderson Investment Management
Limited (File No. 801-55577 filed with the Commission are hereby incorporated by
reference.
Item 32: Location of Accounts and Records.
First Trust Advisors L.P. maintains the Declaration of Trust, By-Laws, minutes
of trustees and shareholders meetings and contracts of the Registrant, all
advisory material of the investment adviser, all general and subsidiary ledgers,
journals, trial balances, records of all portfolio purchases and sales, and all
other required records.
Item 33: Management Services
Not applicable.
Item 34: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the
Registration Statement, or (2) the net asset value increases to an
amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant under Rule 497(h) under
the Securities Act of 1933 shall be deemed to be part of the
Registration Statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional
Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Wheaton, and State of Illinois, on the 28th day of
September, 2015
FIRST TRUST DYNAMIC EUROPE
EQUITY INCOME FUND
By: /s/ Mark R. Bradley
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Mark R. Bradley, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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/s/ Mark R. Bradley President and Chief Executive
-------------------- Officer September 28, 2015
Mark R. Bradley (Principal Executive Officer)
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Chief Financial Officer,
/s/ James M. Dykas Chief Accounting Officer
-------------------- and Treasurer September 28, 2015
James M. Dykas (Principal Financial
and Accounting Officer)
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Chairman of the Board
James A. Bowen(1) and Trustee )
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Richard E. Erickson(2) Trustee ) By: /s/ W. Scott Jardine
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Thomas R. Kadlec(2) Trustee ) W. Scott Jardine
---------------------- ------------------------------ Attorney-In-Fact
Robert F. Keith(2) Trustee ) September 28, 2015
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Niel B. Nielson(2) Trustee )
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(1) Original power of attorney authorizing Mark R. Bradley, W. Scott Jardine,
Kristi A. Maher and Eric F. Fess to execute Registrant's Registration Statement,
and Amendments thereto, for James A. Bowen, a trustee of the Registrant on whose
behalf this Registration Statement is filed, was previously executed and filed
on August 27, 2015 as Exhibit s.2 to the Registrant's Registration Statement on
Form N-2 (File No. 333-205681).
(2) Original powers of attorney authorizing James A. Bowen, Mark R. Bradley, W.
Scott Jardine, Kristi A. Maher and Eric F. Fess to execute Registrant's
Registration Statement, and Amendments thereto, for Richard E. Erickson, Thomas
R. Kadlec, Robert F. Keith and Niel B. Nielson, trustees of the Registrant on
whose behalf this Registration Statement is filed, were previously executed and
filed on August 20, 2015 as Exhibit s.1 to the Registrant's Registration
Statement on Form N-2 (File No. 333-205681).
INDEX TO EXHIBITS
k.8 Form of Fee Agreement with Stifel, Nicolaus & Company, Incorporated.
k.9 Form of Fee Agreement with Ladenburg Thalmann & Co. Inc.
k.10 Form of Fee Agreement with Oppenheimer & Co. Inc.
k.11 Form of Fee Agreement with J.J.B. Hilliard, W.L. Lyons, LLC.
k.12 Form of Fee Agreement with Maxim Group LLC.
k.13 Form of Fee Agreement with Pershing LLC.