As filed with the Securities and Exchange Commission on March 4, 2019.
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U.S. 10, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary INFORMATION
Proxy Statement [ ] Confidential, for UsePursuant to Section 14(a) of
the Commission only (as permitted by
Rule 14a-6(e)(2)Securities Exchange Act of 1934 (Amendment No. )
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Section 240.14a-12
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
Filed by the Registrant x | |||
Filed by a Party other than the Registranto | |||
Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
x | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material under §240.14a-12 | ||
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND FIRST TRUST ENERGY INCOME AND GROWTH FUND FIRST TRUST ENHANCED EQUITY INCOME FUND FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND FIRST TRUST MORTGAGE INCOME FUND FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND FIRST TRUST HIGH INCOME LONG/SHORT FUND FIRST TRUST ENERGY INFRASTRUCTURE FUND FIRST TRUST MLP AND ENERGY INCOME FUND FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND | |||
(Name of Registrant as Specified In Its Charter) | |||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials. | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
First Trust Energy Income and Growth Fund
First Trust Enhanced Equity Income Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust Mortgage Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
First Trust Specialty Finance and Financial Opportunities Fund
First Trust High Income Long/Short Fund
First Trust Energy Infrastructure Fund
First Trust MLP and Energy Income Fund
First Trust Intermediate Duration Preferred & Income Fund
First Trust New Opportunities MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUST MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND
FIRST TRUST NEW OPPORTUNITIES MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Energy Fund
First Trust Dynamic Europe Equity Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
March 4, 2019
9, 2022
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of Shareholders (collectively, the "Meeting"“Meeting”) of each fund listed above (each a "Fund"“Fund” and collectively the "Funds"“Funds”). The Meeting willis scheduled to be held at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Monday, April 8, 2019,18, 2022, at 12:00 noon Central Time.
At the Meeting, you will be asked to vote on a proposal to elect two of the Trustees of your Fund (the "Proposal"“Proposal”) and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. The Proposal is described in the accompanying Notice of Joint Annual Meetings of Shareholders and Joint Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT.
Your participation at the Meeting is very important. If you cannot attend the Meeting, you may participate by proxy. As a Shareholder, you cast one vote
for each full share of a Fund that you own and a proportionate fractional vote
for any fraction of a share that you own. Please take a few moments to read the enclosed materials and then cast your vote on the enclosed proxy card.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT.
YOUR PROMPT RESPONSE WILL BE MUCH APPRECIATED.
Voting takes only a few minutes. Each Shareholder’s vote is important. Your prompt response will be much appreciated.
After you have voted on the Proposal, please be sure to sign your proxy card and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
/s/
James A. Bowen
James A. Bowen
Chairman of the Boards
INSTRUCTIONS FOR SIGNING PROXY CARDS
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense to your Fund involved in validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy should be indicated unless it is reflected in the form of registration. For example:
REGISTRATION VALID SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1)
| Registration | Valid Signature | |||
| Corporate Accounts | ||||
| (1) | ABC Corp. | ABC Corp. | ||
| (2) | ABC Corp. | John Doe, Treasurer | ||
| (3) | ABC Corp. c/o John Doe, Treasurer | John Doe | ||
| (4) | ABC Corp. Profit Sharing Plan | John Doe, Trustee | ||
| Trust Accounts | ||||
| (1) | ABC Trust | Jane B. Doe, Trustee | ||
| (2) | Jane B. Doe, Trustee u/t/d 12/28/78 | Jane B. Doe | ||
| Custodial or Estate Accounts | ||||
| (1) | John B. Smith, Cust. f/b/o John B. Smith, Jr., UGMA | John B. Smith | ||
| (2) | John B. Smith | John B. Smith, Jr., Executor | ||
Macquarie/First Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDENDGlobal Infrastructure/Utilities Dividend & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUSTIncome Fund
First Trust Energy Income and Growth Fund
First Trust Enhanced Equity Income Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust Mortgage Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
First Trust Specialty Finance and Financial Opportunities Fund
First Trust High Income Long/Short Fund
First Trust Energy Infrastructure Fund
First Trust MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERREDand Energy Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST NEW OPPORTUNITIESIncome Fund
First Trust New Opportunities MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Energy Fund
First Trust Dynamic Europe Equity Income Fund
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOIS
Wheaton, Illinois 60187
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 2019
Notice of Joint Annual Meetings of Shareholders
To be held on April 18, 2022
March 4, 2019
9, 2022
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders (collectively, the "Meeting"“Meeting”) of the funds listed above (each a "Fund"“Fund” and collectively the "Funds"“Funds”), each a Massachusetts business trust, willare scheduled to be held at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on Monday, April 8, 2019,18, 2022, at 12:00 noon Central Time, for the following purposes:
1. To elect two Trustees (the Class III Trustees) of each Fund.
2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
The Board of Trustees of each Fund has fixed the close of business on February 1, 201928, 2022 as the record date for the determination of shareholders of such Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
By Order of the Boards of Trustees,
/s/
W. Scott Jardine
W. Scott Jardine
Secretary
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SHAREHOLDERS ARE REQUESTED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY
CARD IN THE ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE
CONTINENTAL UNITED STATES. INSTRUCTIONS FOR SIGNING PROXY CARDS ARE SET FORTH
FOLLOWING THE LETTER TO SHAREHOLDERS.
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| Shareholders Are Requested To Promptly Complete, Sign, Date And Return The Proxy Card In The Enclosed Envelope Which Does Not Require Postage If Mailed In The Continental United States. Instructions For Signing Proxy Cards Are Set Forth Following The Letter To Shareholders. |
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
Macquarie/First Trust Global Infrastructure/Utilities Dividend & INCOME FUND
FIRST TRUST ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST MORTGAGE INCOME FUND
FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ENERGY INFRASTRUCTURE FUND
FIRST TRUSTIncome Fund
First Trust Energy Income and Growth Fund
First Trust Enhanced Equity Income Fund
First Trust/Aberdeen Global Opportunity Income Fund
First Trust Mortgage Income Fund
First Trust/Aberdeen Emerging Opportunity Fund
First Trust Specialty Finance and Financial Opportunities Fund
First Trust High Income Long/Short Fund
First Trust Energy Infrastructure Fund
First Trust MLP AND ENERGY INCOME FUND
FIRST TRUST INTERMEDIATE DURATION PREFERREDand Energy Income Fund
First Trust Intermediate Duration Preferred & INCOME FUND
FIRST TRUST NEW OPPORTUNITIESIncome Fund
First Trust New Opportunities MLP & ENERGY FUND
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
Energy Fund
First Trust Dynamic Europe Equity Income Fund
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOIS
Wheaton, Illinois 60187
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 2019
JOINT PROXY STATEMENT
MARCH 4, 2019
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE
MAILED TO SHAREHOLDERS ON OR ABOUT MARCH 4, 2019.
Joint Annual Meetings of Shareholders
To be held on April 18, 2022
Joint Proxy Statement
March 9, 2022
This Joint Proxy Statement and the enclosed proxy card will first be mailed to shareholders on or about March 18, 2022.
This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Trustees of the funds listed above (each a "Fund" “Fund” and collectively the "Funds"“Funds”), each a Massachusetts business trust, for use at the Joint Annual Meetings of Shareholders of the Funds scheduled to be held on Monday, April 8, 2019,18, 2022, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., the investment advisor to each Fund, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any adjournments or postponements thereof (collectively, the "Meeting"“Meeting”). A Notice of Joint Annual Meetings of Shareholders and a proxy card accompany this Joint Proxy Statement. The Board of Trustees of each Fund has determined that the use of this Joint Proxy Statement is in the best interests of the Fund in light of the same matter being considered and voted on by shareholders.
The principal offices of First Trust Energy Income and Growth Fund, First Trust MLP and Energy Income Fund and First Trust New Opportunities MLP & Energy Fund are located at 10 Westport Road, Suite C101A, Wilton, Connecticut 06897. The principal offices of each of the other Funds are located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
Proxy solicitations for the Funds will be made primarily by mail. However, proxy solicitations may also be made by telephone or personal interviews conducted by officers and service providers of the Funds, including any agents or affiliates of such service providers.
The costs incurred in connection with the preparation of this Joint Proxy Statement and its enclosures will be paid by the Funds. The Funds will also reimburse brokerage firms and others for their expenses in forwarding proxy solicitation materials from the Funds to the person(s) for whom they hold Fund shares.
The close of business on February 1, 201928, 2022 has been fixed as the record date (the "Record Date"“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.
Each Fund has one class of shares of beneficial interest, par value $0.01 per share, known as common shares ("Shares"(“Shares”).
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON APRIL 8, 2019. THIS JOINT PROXY STATEMENT IS
AVAILABLE ON THE INTERNET AT
HTTPS:
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting Scheduled to be Held on April 18, 2022. This Joint Proxy Statement is available on the Internet at https://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GE4DQC3UGO4O. EACH FUND'S MOST RECENT
ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE ON THE INTERNET AT
HTTPS:www.ftportfolios.com/LoadContent/goaurcbwga4o. Each Fund’s most recent annual and semi-annual reports are also available on the Internet at https://WWW.FTPORTFOLIOS.COM. TO FIND A REPORT, SELECT YOUR FUND UNDER THE
"CLOSED-END FUNDS" TAB, SELECT THE "NEWSwww.ftportfolios.com. To find a report, select your Fund under the “Closed-End Funds” tab, select the “News & LITERATURE" LINK, AND GO TO THE
"QUARTERLY/SEMI-ANNUAL OR ANNUAL REPORTS" HEADING. IN ADDITION, THE FUNDS WILL
FURNISH, WITHOUT CHARGE, COPIES OF THEIR MOST RECENT ANNUAL AND SEMI-ANNUAL
REPORTS TO ANY SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE WRITE TO
FIRST TRUST ADVISORSLiterature” link, and go to the “Quarterly/Semi-Annual or Annual Reports” heading. In addition, the Funds will furnish, without charge, copies of their most recent annual and semi-annual reports to any shareholder upon request. To request a copy, please write to First Trust Advisors L.P. ("FIRST TRUST ADVISORS" OR THE "ADVISOR"(“First Trust Advisors” or the “Advisor”), ATat 120 EAST
LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400, WHEATON, ILLINOISWheaton, Illinois 60187, OR CALL TOLL-FREEor call toll-free (800) 988-5891.
YOU MAY CALL TOLL-FREE
You may call toll-free (800) 988-5891 FOR INFORMATION ON HOW TO OBTAIN
DIRECTIONS TO BE ABLE TO ATTEND THE MEETING AND VOTE IN PERSON.
for information on how to obtain directions to be able to attend the Meeting and vote in person.
In order that your Shares may be represented at the Meeting, you are requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which requires
no postage if mailed in the continental United States; and
o allow sufficient time for the proxy card to be received BY 12:00
NOON CENTRAL TIME, on MONDAY, APRIL 8, 2019. (However, proxies
received after this date may still be voted in the event the Meeting
is adjourned or postponed to a later date.)
| · | indicate your instructions on the proxy card; |
| · | date and sign the proxy card; |
| · | mail the proxy card promptly in the enclosed envelope which requires no postage if mailed in the continental United States; and |
| · | allow sufficient time for the proxy card to be received by 12:00 noon Central Time, on Monday, April 18, 2022. (However, proxies received after this date may still be voted in the event the Meeting is adjourned or postponed to a later date.) |
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VOTING
Voting
As described further in the proposal, for each Fund, the affirmative vote of the holders of a plurality of the Shares present and entitled to vote at the Meeting will be required to elect the specified nominees as the Class III Trustees of that Fund provided a quorum is present. Abstentions and broker non-votes (i.e.(i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will have no effect on the approval of the proposal.
If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon, or, if no instructions are marked thereon, will be voted in the discretion of the persons named on the proxy card. Accordingly, unless instructions to the contrary are marked thereon, a properly executed and returned proxy will be voted FOR the election of eachthe specified nomineenominees as athe Class III TrusteeTrustees and at the discretion of the named proxies on any other matters that may properly come before the Meeting, as deemed appropriate. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by (i) attending the Meeting and voting his, her or herits Shares in person, or byperson; (ii) timely submitting a letterrevocation of revocationa prior proxy to (a) the applicable Fund’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 and (b) in addition, if his, her or its Shares are held in “street name,” to the applicable broker-dealer; or (iii) timely submitting a later-dated proxy to the applicable Fund. With respect to each Fund, at its address above. Aa list of shareholders of record entitled to notice of and to be present and to vote at the Meeting will be available at the Advisor'sAdvisor’s Wheaton, Illinois offices, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder during regular business hours priorbeginning on the second business day after notice is given of the Meeting, subject to restrictions that may be imposed on a requesting shareholder on the copying, use or distribution of the information contained in the list. Shareholders will need to provide advance written notice to the Meeting. Shareholdersapplicable Fund to inspect the list of shareholders and will also need to show valid identification and proof of Share ownership to be admitted to the Meeting or to inspect the list of shareholders.
Under the By-Lawsby-laws of each Fund (as amended and restated on October 19, 2020, the “By-Laws”), a quorum with respect to a matter is constituted by the presence in person or by proxy of the holders of thirty-three and one-third percent (33-1/3%) of the voting power of the outstanding Shares entitled to vote on athe matter. For each Fund, for the purposes of establishing whether a quorum is present with respect to a Fund,the Meeting, all Shares present in person or by properly submitted proxy and entitled to vote, including abstentions and broker non-votes (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), shall be counted. Any meeting of shareholdersFor each Fund, the Meeting may be postponed prior to the meetingMeeting with notice to the shareholders entitled to vote at that meeting. Any meeting of shareholdersthe Meeting. Further, for each Fund, the Meeting may, by action of the chairmanchair of the meeting,Meeting, be adjourned from time to a time and place announced at the
meeting to permit further solicitation of proxies without further notice with respect to one or more matters, to be considered at such meeting, whether or not a quorum is present with respect to such matter.matter or matters. In addition, for each Fund, upon motion of the chairmanchair of the meeting,Meeting, the question of adjournment may be submitted to a vote of the shareholders, and in that case, any adjournment must be approved by the vote of holders of a majority of the Shares present and entitled to vote with respect to the matter or matters adjourned, and without further notice if the
time and place of the adjourned meeting are announced at the meeting.notice. Unless a proxy is otherwise limited in this regard, any Shares present and entitled to vote at a meeting,the Meeting, including those that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.
adjournment or adjournments.
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OUTSTANDING SHARES
Outstanding Shares on the Record Date
On the Record Date, each Fund had the following number of Shares outstanding:
| Fund | Ticker Symbol1 | Shares Outstanding |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & | MFD | 8,547,442 |
| First Trust Energy Income and Growth Fund | FEN | 19,453,302 |
| First Trust Enhanced Equity Income Fund | FFA | 19,982,838 |
| First Trust/Aberdeen Global Opportunity Income Fund | FAM | 10,143,247 |
| First Trust Mortgage Income Fund | FMY | 4,213,115 |
| First Trust/Aberdeen Emerging Opportunity Fund | FEO | 4,991,802 |
| First Trust Specialty Finance and Financial Opportunities Fund | FGB | 14,367,591 |
| First Trust High Income Long/Short Fund | FSD | 33,470,143 |
| First Trust Energy Infrastructure Fund | FIF | 16,504,802 |
| First Trust MLP | FEI | 45,228,904 |
| First Trust Intermediate Duration Preferred & | FPF | 60,847,827 |
| First Trust New Opportunities MLP & | FPL | 24,650,791 |
| First Trust Dynamic Europe Equity Income Fund | FDEU | 17,231,908 |
| 1 | The Shares of each of the Funds are listed on the New York Stock Exchange |
To the extent they are entitled to exercise voting rights with respect to Shares owned, shareholders of record on the Record Date are entitled to one vote for each full Share the shareholder owns and a proportionate fractional vote for any fraction of a Share the shareholder owns. The By-Laws include provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of a Fund’s Shares in a “Control Share Acquisition” (as defined) may exercise voting rights with respect to such Shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. Based on available information, a Fund may determine that a shareholder has obtained beneficial ownership of such Fund’s Shares in a Control Share Acquisition and that, therefore, such Shares may not be voted at the Meeting. See “Additional Information —Control Share Acquisitions” below.
To the knowledge of the Board of Trustees of each Fund, as of the Record Date, no single shareholder or "group"“group” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"“1934 Act”)) owned, beneficially ownedor of record, more than 5% of the Fund'sFund’s outstanding Shares, except as described in the following table. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or otherwise acknowledges the existence of control. AIf a party that controls a Fund, such party may be able to significantly affect the outcome of any item presented to shareholders for approval. Information as to beneficial ownership of Shares, including percentage of outstanding Shares beneficially owned, is based on (1) securities position listing reports as of the Record Date and (2) reports filed with the Securities and Exchange Commission ("SEC"(“SEC”) by shareholders on the datedates indicated in such filings. The Funds do not have any knowledge of the identity of the ultimate beneficiaries of the Shares listed below.
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Share Ownership Over 5%
| Name and Address of Owner | Shares Owned | % Owned |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & | ||
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,486,320 Shares | 17.39% |
| TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE | 1,017,492 Shares | 11.90% |
Charles Schwab & Co., Inc. Phoenix, AZ | 917,322 Shares | 10.73% |
RBC Capital Markets, LLC 60 S. Minneapolis, MN | 617,237 Shares | 7.22% |
Merrill Lynch, Pierce, Fenner & Smith Incorporated 4804 Deer Lake Drive E. Jacksonville, FL 32246 | 583,148 Shares | 6.82% |
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 507,240 Shares | 5.93% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 474,315 Shares | 5.55% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 471,379 Shares | 5.51% |
LPL Financial Corporation 1055 LPL Way Fort Mill, SC 29715 | 459,160 Shares | 5.37% |
| First Trust Energy Income and Growth Fund: | ||
Charles Schwab & Co., Inc. Phoenix, AZ | 2,427,153 Shares | 12.48% |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 2,121,279 Shares | 10.90% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 1,889,937 Shares | 9.72% |
American Enterprise Investment Services Inc. 901 3rd Avenue South Minneapolis, MN 55474 | 1,502,611 Shares | 7.72% |
TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 1,436,120 Shares | 7.38% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 1,415,057 Shares | 7.27% |
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 1,287,581 Shares | 6.62% |
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| Name and Address of Owner | Shares Owned | % of Outstanding Shares Owned |
| First Trust Enhanced Equity Income Fund: | ||
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 3,582,494 Shares | 17.93% |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | ||
| 3,483,723 Shares | 17.43% | |
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 2,710,373 Shares | 13.56% |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,352,779 Shares | 6.77% |
RBC Capital Markets, LLC 60 S. Minneapolis, MN | 1,200,086 Shares | 6.01% |
Charles Schwab & Co., Inc. Phoenix, AZ | 1,113,590 Shares | 5.57% |
| First Trust/Aberdeen Global Opportunity Income Fund: | ||
TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 1,443,213 Shares | 14.23% |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,222,405 Shares | 12.05% |
American Enterprise Investment Services Inc. 901 3rd Avenue South Minneapolis, MN 55474 | 1,134,253 Shares | 11.18% |
Charles Schwab & Co., Inc. Phoenix, AZ 85016 | 672,606 Shares | 6.63% |
LPL Financial Corporation 1055 LPL Way Fort Mill, SC 29715 | 662,718 Shares | 6.53% |
RBC Capital Markets, LLC 60 S. 6th Street – P09 Minneapolis, MN 55402 | 650,630 Shares | 6.41% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 579,233 Shares | 5.71% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 530,664 Shares | 5.23% |
| First Trust Mortgage Income Fund: | ||
Sit Investment Associates, Inc. Sit Fixed Income Advisors II, 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 | 1,680,061 Shares1 | 39.88%1 |
The Northern Trust Company 801 S. Canal Street Chicago, IL 60607 | 1,095,599 Shares | 26.00% |
| 1. | Information is according to Amendment No. |
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| Name and Address of Owner | Shares Owned | % Owned |
Edward D. Jones & Co. 201 Progress Parkway Maryland Heights, MO 63043 | 538,229 Shares | 12.78% |
1607 Capital Partners, 13 S. 13th Street, Suite 400 Richmond, VA 23219 and The Walt Disney Company Retirement Plan Master Trust1 500 South Buena Vista Street Burbank, CA 91521-0500 | 355,576 Shares 167,207 Shares1 | 8.4%1 4.0%1 |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 342,596 Shares | 8.13% |
Charles Schwab & Co., Inc. Phoenix, AZ | 307,223 Shares | 7.29% |
Principal Bank 711 High Street Des Moines, IA 50392 | 248,681 Shares | 5.90% |
State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 | 214,799 Shares | 5.10% |
| First Trust/Aberdeen Emerging Opportunity Fund: | ||
Lazard Asset Management LLC2 30 Rockefeller Plaza New York, NY 10112 | 670,247 Shares2 | 13.43%2 |
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 649,496 Shares | 13.01% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 566,140 Shares | 11.34% |
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 468,040 Shares | 9.38% |
TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 381,917 Shares | 7.65% |
Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016 | 333,304 Shares | 6.68% |
State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 | 330,121 Shares | 6.61% |
| 1. | Information is according to Amendment No. |
| 2. | Information is according to Schedule 13G/A filed with the SEC on February |
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| Name and Address of Owner | Shares Owned | % Owned |
Merrill Lynch, Pierce, Fenner & Smith Incorporated 4804 Deer Lake Drive E. Jacksonville, FL 32246 | 310,268 Shares | 6.22% |
| First Trust Specialty Finance and Financial Opportunities Fund: | ||
| National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 2,039,717 Shares | 14.20% |
Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016 | 1,717,582 Shares | 11.95% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 1,674,292 Shares | 11.65% |
LPL Financial Corporation 1055 LPL Way Fort Mill, SC 29715 | 1,405,809 Shares | 9.78% |
| TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 1,340,018 Shares | 9.33% |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 850,961 Shares | 5.92% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 791,312 Shares | 5.51% |
Nova R. Wealth, Inc.1 6711 West 121st Street Overland Park, KS 66209 | 784,883.56 Shares1 | 5.5%1 |
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 762,784 Shares | 5.31% |
| First Trust High Income Long/Short Fund: | ||
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 13,037,040 Shares | 38.95% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 2,020,334 Shares | 6.04% |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 1,890,359 Shares | 5.65% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,827,155 Shares | 5.46% |
| First Trust Energy Infrastructure Fund: | ||
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 3,074,694 Shares | 18.63% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 1,709,624 Shares | 10.36% |
Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016 | 1,687,441 Shares | 10.22% |
| 1. | Information is according to Schedule 13G filed with the SEC on February 6, 2018. |
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| Name and Address of Owner | Shares Owned | % Owned |
TD Ameritrade Clearing, Inc. 200 S. Omaha, NE 68154 | 1,375,939 Shares | 8.34% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 1,304,175 Shares | 7.90% |
Raymond James & 880 Carillon Parkway St. Petersburg, FL 33716 | 1,136,499 Shares | 6.89% |
| First Trust MLP | ||
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 14,121,525 Shares | 31.22% |
Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016 | 4,699,638 Shares | 10.39% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 3,739,576 Shares | 8.27% |
TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 2,482,236 Shares | 5.49% |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 2,361,427 Shares | 5.22% |
| First Trust Intermediate Duration Preferred & Income Fund: | ||
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 21,469,243 Shares | 35.28% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 5,322,064 Shares | 8.75% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 4,220,511 Shares | 6.94% |
RBC Capital Markets, LLC 60 S. 6th Street – P09 Minneapolis, MN 55402 | 3,177,235 Shares | 5.22% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 3,074,808 Shares | 5.05% |
| First Trust New Opportunities MLP & Energy Fund: | ||
Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 3,688,952 Shares | 14.96% |
National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310 | 3,263,992 Shares | 13.24% |
TD Ameritrade Clearing, Inc. 200 S. 108th Ave. Omaha, NE 68154 | 2,059,335 Shares | 8.35% |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 | 1,997,529 Shares | 8.10% |
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| Name and Address of Owner | Shares Owned | % of Outstanding Shares Owned |
Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016 | 1,937,018 Shares | 7.86% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 1,768,949 Shares | 7.18% |
American Enterprise Investment Services Inc. 901 3rd Avenue South Minneapolis, MN 55474 | 1,347,968 Shares | 5.47% |
| First Trust Dynamic Europe Equity Income Fund: | ||
Allspring Global Investments Holdings, LLC Allspring Global Investments, LLC1 Allspring Funds Management, LLC1 525 Market San Francisco, CA 94105 | 3,618,336 Shares 3,618,336 Shares 0 Shares | 21.00%1 21.00%1 0%1 |
The Bank of New York Mellon 525 William Penn Place, Suite 153-0400 Pittsburgh, PA 15259 | 2,955,652 Shares | 17.15% |
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 | 2,171,642 Shares | 12.60% |
City of London Investment Management Company Limited, a company incorporated under the laws of England and Wales2 77 Gracechurch St. London, EC3V 0AS England | 1,627,396 Shares2 | 9.4%2 |
State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 | 1,458,797 Shares | 8.47% |
Wells Fargo Clearing Services, LLC 1 N. Jefferson Ave. St. Louis, MO 63103 | 1,386,047 Shares | 8.04% |
Morgan Stanley Smith 1300 Thames Street, 6th Floor Baltimore, MD 21231 | 1,353,852 Shares | 7.86% |
1607 Capital Partners, 13 S. 13th Richmond, VA 23219 | 1,262,123 Shares3 | 7.3%3 |
UBS Financial Services Inc. 1000 Harbor Blvd. Weehawken, NJ 07086 | 1,158,449 Shares | 6.72% |
The Northern Trust Company 801 S. Canal Street Chicago, IL 60607 | 1,093,505 Shares | 6.35% |
| 1. | Information is according to Schedule 13G/A filed with the SEC pursuant to a joint filing agreement on January 18, 2022. According to such filing, with respect to Shares beneficially owned by Allspring Global Investments Holdings, LLC, such person holds sole voting power with respect to 3,387,070 Shares and sole dispositive power with respect to 3,618,336 Shares. According to such filing, with respect to Shares beneficially owned by Allspring Global Investments, LLC, such person holds sole voting power with respect to 3,387,070 Shares and sole dispositive power with respect to 3,618,336 Shares. According to such filing, with respect to Shares beneficially owned by Allspring Funds Management, LLC, such person holds sole voting power and sole dispositive power with respect to 0 Shares. Such filing also states that prior to its sale on November 1, 2021, Allspring Global Investments Holdings, LLC was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC. |
| 2. | Information is according to Amendment No. |
| 3. | Information is according to Amendment No. 6 to Schedule 13G filed with the SEC on February 14, |
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Proposal: Election of Two (2) CLASSClass III TRUSTEES OF EACH FUND
TWOTrustees of Each Fund
Two (2) CLASSClass III TRUSTEES ARE TO BE ELECTED TO THE BOARD OF TRUSTEES OF EACH
FUND BY HOLDERS OF SHARES OF SUCH FUND. CURRENT TRUSTEES JAMESTrustees are to be elected to the Board of Trustees of each Fund by holders of Shares of such Fund. Current Trustees James A. BOWEN AND NIELBowen and Niel B. NIELSON ARE THE NOMINEES FOR ELECTION AS THE CLASSNielson are the nominees for election as the Class III TRUSTEES BY
SHAREHOLDERS OF EACH FUND FOR A THREE-YEAR TERM.
Trustees by shareholders of each Fund for a three-year term.
Each Fund has established a staggered Board of Trustees pursuant to its By-Laws, and, accordingly, Trustees are divided into the following three (3) classes: Class I, Class II and Class III. James A. Bowen and Niel B. Nielson are currently the Class III Trustees of each Fund for a term expiring at the Meeting or until their respective successors are elected and qualified. If elected, Mr. Bowen and Mr. Nielson will hold office for a three-year term expiring at each Fund's 2022Fund’s 2025 annual meeting of shareholders. Denise M. Keefe, Robert F. Keith, Richard E. Erickson and Thomas R. Kadlec are current and continuing Trustees. Ms. Keefe and Mr. Keith isare the Class I TrusteeTrustees for a term expiring at each Fund's 2020Fund’s 2023 annual meeting of shareholders. Dr. Erickson and Mr. Kadlec are the Class II Trustees for a term expiring at each Fund's 2021Fund’s 2024 annual meeting of shareholders. Each Trustee serveswill continue to serve until his or her successor is elected and qualified, or until he or she earlier resigns or is otherwise removed.
REQUIRED VOTE:
Required Vote: For each Fund, the nominees for election as the Class III Trustees must be elected by the affirmative vote of the holders of a plurality of the Shares of the Fund, cast in person or by proxy at the Meeting and entitled to vote thereon, provided a quorum is present. Abstentions and broker non-votes will have no effect on the approval of the proposal. Proxies cannot be voted for a greater number of persons than the number of seats open for election.
Unless you give contrary instructions on your proxy card, your Shares will be voted FOR the election of each nominee listed if your proxy card has been properly executed and timely received by the applicable Fund. If eithera nominee should withdraw or otherwise become unavailable for election prior to the Meeting, the proxies named on your proxy card intend to vote FOR any substitute nominee recommended by a Fund'sFund’s Board of Trustees in accordance with the Fund'sFund’s procedures.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE
The Board of Trustees of Each Fund Unanimously Recommends that Shareholders Vote
FOR THE ELECTION OF EACH NOMINEE.
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MANAGEMENT
MANAGEMENT OF THE FUNDS
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Management
Management of the Funds
The general supervision of the duties performed for each Fund under its respective investment management agreement with the Advisor is the responsibility of that Fund'sFund’s Board of Trustees. The Trustees set broad policies for the Funds and choose the Funds'Funds’ officers. The following is a list of the Trustees and executive officers of each Fund and a statement of their present positions and principal occupations during the past five years, the number of portfolios each Trustee oversees and the other trusteeships or directorships each Trustee holds, if applicable. As noted above, each Fund has established a staggered Board of Trustees consisting of five (5)six (6) Trustees divided into three (3) classes: Class I, Class II and Class III. The length of the term of office of each Trustee is generally three years, and when each Trustee'sTrustee’s term begins and ends depends on the Trustee'sTrustee’s designated class. The officers ofclass and when the Funds
serve indefinite terms.Trustee’s successor is elected and qualified. James A. Bowen is deemed an "interested person"“interested person” (as that term is defined in the Investment Company Act of 1940, as amended ("(“1940 Act"Act”)) ("(“Interested Trustee"Trustee”) of the Funds due to his position as Chief Executive Officer of the Advisor. Except for Mr. Bowen, each Trustee is not an "interested
person"“interested person” (as that term is defined in the 1940 Act) and is therefore referred to as an "Independent“Independent Trustee."
” The officers of the Funds serve indefinite terms.
The remainder of this page is intentionally left blank.
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The following tables identify the Trustees and executive officers of the Funds. Unless otherwise indicated, the address of all persons is c/o First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
Independent Trustees
| Name and Year of Birth | Position(s) Held with Funds | Term of Office1 and Year First Elected or Appointed 2 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in The First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 |
| Richard E. Erickson 1951 | Trustee | Class II Since 2004 | Physician, Edward-Elmhurst Medical Group; Physician and Officer, Wheaton | 217 | None |
| Thomas R. Kadlec 1957 | Trustee | Class II Since 2004 | President, ADM Investor | 217 | Director of ADM |
| Denise M. Keefe 1964 | Trustee | Class I Since 2021 | Executive Vice President, Advocate Aurora Health; President, Advocate Aurora Continuing Health Division (Integrated Healthcare System) | 217 | Director and Board Chair of Advocate Home Health Services, Advocate Home Care Products and Advocate Hospice; Director and Board Chair of Aurora At Home (since 2018); Director of Advocate Physician Partners Accountable Care Organization; Director and Board Chair of RML Long Term Acute Care Hospitals; and Director of Senior Helpers (since 2021) |
| Robert F. Keith 1956 | Trustee | Class I Since 2006 | President, Hibs Enterprises | 217 | Director of Trust |
| Niel B. Nielson 1954 | Trustee | Class III Nominee Since 2004 | Senior Advisor (August 2018 | 217 | None |
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Interested Trustee
| Name and Year of Birth | Position(s) Held with Funds | Term of Office1 and Year First Elected or Appointed2 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in The First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 Years |
| James A. Bowen3 1955 | Trustee and Chairman of the Board | Class III Nominee Since 2004 | Chief Executive Officer, | 217 | None |
Executive Officers
| Name and Year of Birth | Positions and Offices with Funds | Term of Office1 and Length of Service2 | Principal Occupation(s) During Past 5 |
| James M. Dykas 1966 | President and Chief Executive Officer | Indefinite Term Since 2012 | Managing Director and Chief Financial Officer, |
| Donald P. Swade 1972 | Treasurer, Chief Financial Officer and Chief Accounting Officer | Indefinite Term Since 2016 | Senior Vice President, |
| W. Scott Jardine 1960 | Secretary and Chief Legal Officer | Indefinite Term Since 2004 | General Counsel, First Trust Advisors L.P. and |
| Daniel J. Lindquist 1970 | Vice President | Indefinite Term Since 2005 | Managing Director, First Trust Advisors L.P. |
| Kristi A. Maher 1966 | Chief Compliance | Indefinite Term Chief | Deputy General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P. |
| 1 | Currently, James A. Bowen and Niel B. Nielson, as the Class III Trustees, are each serving a term for each of the Funds until the Meeting or until their respective successors are elected and qualified. Denise M. Keefe and Robert F. Keith, as the Class I |
| 2 | For executive officers, unless otherwise specified, length of service represents the year the person first became an executive officer of a Fund. Except as otherwise provided below, all Trustees and executive officers were elected or appointed (i) in 2004 for the then-existing Funds, (ii) in 2005 for First Trust Mortgage Income Fund, (iii) in 2006 for First Trust/Aberdeen Emerging Opportunity Fund, (iv) in 2007 for First Trust Specialty Finance and Financial Opportunities Fund, (v) in 2010 for First Trust High Income Long/Short Fund, (vi) in 2011 for First Trust Energy Infrastructure Fund, |
| 3 | Mr. Bowen is deemed an |
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Unitary Board Leadership Structure
The same fivesix persons serve as Trustees on each Fund'sFund’s Board of Trustees and on the boards of all other funds in the First Trust Fund Complex (the "First“First Trust Funds"Funds”), which is known as a "unitary"“unitary” board leadership structure. The unitary board structure was adopted for the First Trust Funds because of the efficiencies it achieves with respect to the governance and oversight of the First Trust Funds. Each First Trust Fund is subject to the rules and regulations of the 1940 Act (and other applicable securities laws), which means that many of the First Trust Funds face similar issues with respect to certain of their fundamental activities, including risk management, portfolio liquidity, portfolio valuation and financial reporting. In addition, allmany of the First Trust -13-
that are closed-end funds (the "First Trust Closed-end Funds") are managed
byin addition to sharing the Advisor and, except for First Trust Intermediate Duration Preferred &
Income Fund and First Trust Dynamic Europe Equity Income Fund, they employ
commonsame advisor, share many other service providers for custody, fund accounting,in their administration, and
transfer agency that provide substantially similar services to the First Trust
Closed-end Funds pursuant to substantially similar contractual arrangements.resulting in an overlap of oversight obligations. Because of the similar and often overlapping issues facing the First Trust
Funds, including among the First Trust Closed-end Funds, the Board of Trustees of each of the First Trust Funds (such Boards of Trustees referred to herein collectively as the "Board")“Board” and, where appropriate in context, the term “Board” may also be used to refer to the Board of Trustees of a Fund) believes that maintaining a unitary board structure promotes efficiency and consistency in the governance and oversight of all First Trust Funds and reduces the costs, administrative burdens and possible conflicts that may result from having multiple boards. In adopting a unitary board structure, the Trustees seek to provide effective governance through establishing a board the overall composition of which will, as a body, possess the appropriate skills, diversity, independence and experience to oversee the business of the First Trust Funds.
Including the Funds, the First Trust Fund Complex includes: 15 closed-end funds advised by First Trust Advisors; First Trust Series Fund, an open-end management investment company with three portfolios advised by First Trust Advisors; First Trust Variable Insurance Trust, an open-end management investment company with five portfolios advised by First Trust Advisors; and First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust Exchange-Traded Fund V, First Trust Exchange-Traded Fund VI, First Trust Exchange-Traded Fund VII, First Trust Exchange-Traded Fund VIII, First Trust Exchange-Traded AlphaDEX® Fund and First Trust Exchange-Traded AlphaDEX® Fund II, exchange-traded funds with, in the aggregate, 194 portfolios (each such portfolio, an “ETF” and each such exchange-traded fund, an “ETF Trust”) advised by First Trust Advisors.
Annually, the Board reviews its governance structure and the committee structures, their performance and functions and reviews any processes that would enhance Board governance over the Funds'First Trust Funds’ business. The Board has determined that its leadership structure, including the unitary board and committee structure, is appropriate based on the characteristics of the funds it serves and the characteristics of the First Trust Fund Complex as a whole. The Board is composed of fourfive Independent Trustees and one Interested Trustee. The Interested Trustee serves as the Chairman of the Board of each Fund.Board. An individual who is not a Trustee serves as President and Chief Executive Officer of each Fund.
the First Trust Funds.
In order to streamline communication between the Advisor and the Independent Trustees and create certain efficiencies, the Board has a Lead Independent Trustee who is responsible for: (i) coordinating activitieschairing all meetings of the Independent Trustees; (ii) working with the Advisor, Fund counsel and the independent legal counsel to the Independent Trustees to determine the agenda for Board meetings; (iii) serving as the principal contact for and facilitating communication between the Independent Trustees and the Funds'Funds’ service providers, particularly the Advisor; and (iv) any other duties that the Independent Trustees may delegate to the Lead Independent Trustee. The Lead Independent Trustee is selected by the Independent Trustees and serves a three-year term or until his or her successor is selected. Richard E. EricksonNiel B. Nielson currently serves as the Lead Independent Trustee.
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The Board has established fourfive standing committees (as described below) and has delegated certain of its responsibilities to those committees. The Board and its committees meet frequently throughout the year to oversee the Funds'Funds’ activities, review contractual arrangements with and performance of service providers, oversee compliance with regulatory requirements, and review Fund performance. The Independent Trustees are represented by independent legal counsel at all Board and committee meetings (other than meetings of the ExecutiveDividend Committee). Generally, the Board acts by majority vote of all the Trustees, except where a different vote is required by applicable law.
The three Committee ChairmenChairs and the Lead Independent Trustee currently rotate every three years in serving as ChairmanChair of the Audit Committee, the Nominating and Governance Committee, the Valuation Committee or the ValuationDividend Committee, or as Lead Independent Trustee. The Lead Independent Trustee and the immediate pastimmediately preceding Lead Independent Trustee also serve on the Executive Committee with the Interested Trustee.
Including the Funds, the First Trust Fund Complex includes: 15 closed-end
funds advised by First Trust Advisors; First Trust Series Fund, an open-end
management investment company with four portfolios advised by First Trust
Advisors; First Trust Variable Insurance Trust, an open-end management
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investment company with three portfolios advised by First Trust Advisors; and
First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First
Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust
Exchange-Traded Fund V, First Trust Exchange-Traded Fund VI, First Trust
Exchange-Traded Fund VII, First Trust Exchange-Traded Fund VIII, First Trust
Exchange-Traded AlphaDEX(R) Fund and First Trust Exchange-Traded AlphaDEX(R)
Fund II, exchange-traded funds with, in the aggregate, 141 portfolios (each such
portfolio, an "ETF" and each such exchange-traded fund, an "ETF Trust") advised
by First Trust Advisors.
The fourfive standing committees of the Board are: the Executive Committee, (andthe Dividend and Pricing Committee),Committee, the Nominating and Governance Committee, the Valuation Committee and the Audit Committee.
Executive Committee. The Executive Committee, which meets between Board meetings, is authorized to exercise all powers of and to act in the place of the Board of Trustees to the extent permitted by each Fund'sFund’s Declaration of Trust and By-Laws. The members of the Executive Committee of a Fund also serve as a special committee of the Board known as the Dividend and
Pricing Committee which isare authorized to exercise all of the powers and authority of the Board in respect of the issuance and sale, through an underwritten public offering, of the Shares of the Fund and all other such matters relating to such financing, including determining the price at which such Shares are to be sold, approval of the final terms of the underwriting agreement, and approval of the members of the underwriting syndicate. Such
Committee is also responsible for the declaration and setting of dividends. Mr. Kadlec,Nielson, Mr. Bowen and Dr. Erickson are members of the Executive Committee. The
number of meetings ofDuring each Fund’s last fiscal year, the Executive Committee helddid not hold any meetings.
Dividend Committee. The Dividend Committee is responsible for assisting the Board in, or assuming the authority and power of the Board with respect to, the declaration and setting of distributions on the applicable Fund’s Shares. Dr. Erickson and Mr. Nielson are members of the Dividend Committee. During each Fund during itsFund’s last fiscal year, is shown on Schedule 1 hereto.
the Dividend Committee did not hold any meetings.
Nominating and Governance Committee. The Nominating and Governance Committee of each Fund is responsible for appointing and nominating persons to the Board of Trustees of that Fund. Messrs.Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson are members of the Nominating and Governance Committee, and each is an Independent Trustee who is also an "independent
director"“independent director” within the meaning of the listing rules of the primary national securities exchangesexchange on which the Funds'Funds’ shares are listed for trading. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds'Funds’ website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund'sFund’s webpage). If there is no vacancy on the Board of Trustees of a Fund, the Board
will not actively seek recommendations from other parties, including
shareholders. In 2014, the Board of Trustees adopted a mandatory retirement age of 75 for Trustees, beyond which age Trustees are ineligible to serve. The Nominating and Governance Committee Charter provides that the Committee will not consider new trustee candidates who are 72 years of age or older or will turn 72 years old during the initial term.
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If there is no current or anticipated vacancy on the Board of a Fund, the Nominating and Governance Committee will not actively seek recommendations for nominations from other parties, including shareholders of the Fund. When a vacancy on the Board of Trustees of a Fund occurs or is anticipated to occur and nominations are sought to fill such vacancy, the Nominating and Governance Committee may seek nominations from those sources it deems appropriate in its discretion, including shareholders of the applicable Fund. TheIn addition, the Nominating and Governance Committee may retain a search firm to identify candidates. To submit a recommendation for nomination as a candidate for a position on the Board of Trustees of a Fund, shareholders of the applicable Fund shall mail such recommendation to W. Scott Jardine, Secretary, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. Such recommendation shall
include the following information: (i) evidence of Fund ownership of the person
or entity recommending the candidate (if a Fund shareholder); (ii) a full
description of the proposed candidate's background, including their education,
experience, current employment and date of birth; (iii) names and addresses of
at least three professional references for the candidate; (iv) information as to
whether the candidate is an "interested person" in relation to the Fund, as such
term is defined in the 1940 Act, and such other information that may be
considered to impair the candidate's independence; and (v) any other information
that may be helpful to the Committee in evaluating the candidate (see also
"ADDITIONAL INFORMATION - SHAREHOLDER PROPOSALS" below). If a recommendation is
received with satisfactorily completed information regarding a candidate during
a time when a vacancy exists on the Board or during such other time as the
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Nominating and Governance Committee is accepting recommendations, the
recommendation will be forwarded to the Chairman of the Nominating and
Governance Committee and the counsel to the Independent Trustees. In connection
with the evaluation of candidates, the review process may include, without
limitation, personal interviews, background checks, written submissions by the
candidates and third party references. Under no circumstances shallwill the Nominating and Governance Committee evaluate nominees recommended by a shareholder of a Fund on a basis substantially different thanfrom that used for other nominees for the same election or appointment of Trustees. However, the Nominating and Governance Committee reserves the right to make the final selection of any Trustee nominees and is not required to take action with respect to any recommendations that may be submitted by shareholders of a Fund. In connection with the evaluation of candidates for a position on the Board of a Fund, the review process may include, without limitation, personal interviews, background checks, written submissions by the candidates, third party references and any other reviews described in the By-Laws. Further, the By-Laws include qualifications and requirements for Trustee eligibility that generally apply to all persons that may be nominated, elected, appointed, qualified or seated to serve as Trustees (collectively, the “Qualification Requirements”) unless a majority of the Trustees then in office determine that failure to satisfy a particular Qualification Requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Advisor and the Trustees. Reference is made to the By-Laws for more details about the Qualification Requirements. (For information regarding shareholder proposals, including proposals to make a nomination for election to a Fund’s Board, see “Additional Information – Shareholder Proposals” below.)
The number of meetings of the Nominating and Governance Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.
Valuation Committee. The Valuation Committee of each Fund is responsible for the oversight of the valuation procedures of that Fund (the "Valuation Procedures"“Valuation Procedures”), for determining the fair value of that Fund'sFund’s securities or other assets under certain circumstances as described in the Valuation Procedures, and for evaluating the performance of any pricing service for that Fund. Messrs.Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson are members of the Valuation Committee. The number of meetings of the Valuation Committee held for each Fund during its last fiscal year is shown on Schedule 1 hereto.
Audit Committee. The Audit Committee of each Fund is responsible for overseeing that Fund'sFund’s accounting and financial reporting process, the system of internal controls, audit process and evaluating and appointing independent auditors (subject also to Board approval). The Audit Committee operates under a written charter adopted and approved by the Board, a copy of which is attached as Exhibit A hereto, and
is available on the Funds'Funds’ website at https://www.ftportfolios.com (go to News & Literature on the applicable Fund'sFund’s webpage). Messrs.Dr. Erickson, Mr. Kadlec, Ms. Keefe, Mr. Keith and Mr. Nielson, all of whom are "independent directors"“independent directors” within the meaning of the listing rules of the primary national securities exchange on which the Funds'Funds’ shares are listed for trading, serve on the Audit Committee. Messrs.Mr. Kadlec and Mr. Keith have each been determined to qualify as an "Audit“Audit Committee Financial Expert"Expert” as such term is defined in Form N-CSR. The number of meetings of the Audit Committee held for each Fund during its last fiscal year is shown in Schedule 1 hereto.
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In carrying out its responsibilities, as described below under "INDEPENDENT AUDITORS' FEES--Pre-Approval,"“Independent Auditors’ Fees—Pre-Approval,” the Audit Committee pre-approves all audit services and permitted non-audit services for each Fund (including the fees and terms thereof) and non-audit services to be performed for the Advisor by Deloitte & Touche LLP ("(“Deloitte & Touche"Touche”), the Funds'Funds’ independent registered public accounting firm ("(“independent auditors"auditors”), if the engagement relates directly to the operations and financial reporting of the Funds.
RISK OVERSIGHT
During each Fund’s last fiscal year, each Trustee attended at least 75% of the aggregate number of meetings of the Board and of each committee on which the Trustee served that were held during the period for which the Trustee was a trustee.
Risk Oversight
As part of the general oversight of each Fund, the Board is involved in the risk oversight of the Funds. The Board has adopted and periodically reviews policies and procedures designed to address the Funds'Funds’ risks. Oversight of investment and compliance risk, including oversight of sub-advisors, is performed primarily at the Board level in conjunction with the Advisor'sAdvisor’s advisory oversight group and the Funds'Funds’ Chief Compliance Officer ("CCO"(“CCO”). Oversight of other risks also occurs at the Committeecommittee level. The Advisor'sAdvisor’s advisory oversight group reports to the Board at quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance as well as information related to sub-advisors and their operations and processes. The Board reviews reports on the Funds'Funds’ and the service providers'providers’ compliance policies and procedures at each quarterly Board meeting and receives an annual report from the CCO regarding the operations of the Funds'Funds’ and the service providers'providers’ compliance program.programs. In addition, the Independent Trustees meet privately each quarter with the CCO. The Audit Committee reviews with the Advisor the Funds'Funds’ major financial risk exposures and the steps the Advisor has -16-
Funds'Funds’ risk assessment and risk management policies and guidelines. The Audit Committee also, as appropriate, reviews in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. The Nominating and Governance Committee monitors all matters related to the corporate governance of the Funds. The Valuation Committee monitors valuation risk and compliance with the Funds'Funds’ Valuation Procedures and oversees the pricing services and actions by the Advisor'sAdvisor’s Pricing Committee with respect to the valuation of portfolio securities.
Not all risks that may affect the Funds can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Funds or the Advisor or other service providers. For instance, as the use of Internet technology has become more prevalent, the Funds and their service providers have become more susceptible to potential operational risks through breaches in cyber security (generally, intentional and unintentional events that may cause a Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity). There can be no guarantee that any risk management systems established by the Funds, their service providers, or issuers of the securities in which the Funds invest to reduce cyber security risks will succeed, and the Funds cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Funds and/or their shareholders. Moreover, it is necessary to bear certain risks (such as investment related risks) to achieve a Fund'sFund’s goals. As a result of the foregoing and other factors, the Funds'Funds’ ability to manage risk is subject to substantial limitations.
BOARD DIVERSIFICATION AND TRUSTEE QUALIFICATIONS
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Board Diversification and Trustee Qualifications
As described above, the Nominating and Governance Committee of the Board oversees matters related to the selection and nomination of Trustees. The Nominating and Governance Committee seeks to establish an effective Board with an appropriate range of skills and diversity, including, as appropriate, differences in background, professional experience, education, vocations, and other individual characteristics and traits in the aggregate. Each Trustee must meet certain basic requirements, including relevant skills and experience, time availability, and if qualifying as an Independent Trustee, independence from the Advisor, sub-advisors, underwriters or other principal service providers, including any affiliates of these entities.
entities, and the Qualification Requirements set forth in the By-Laws.
Listed below for each nominee and each continuing Trustee are the experiences, qualifications and attributes that led to the conclusion, as of the date of this Joint Proxy Statement, that each nominee and each continuing Trustee should serve as a trustee. NOMINEES
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In addition, each nominee and continuing Trustee meets the applicable Qualification Requirements set forth in the By-Laws.
Nominees
Independent Trustee
Niel B. Nielson, Ph.D., has been the Senior Advisor of Pelita Harapan Educational Foundation, a global provider of educational products and services, since August 2018. Prior thereto, Mr. Nielson served as the Managing Director and Chief Operating Officer of Pelita Harapan Educational Foundation for three years. Mr. Nielson formerly served as President and Chief Executive Officer of Servant Interactive LLC (providing educational products and services) from June 2012 to September 2014, and he served as President and Chief Executive Officer of Dew Learning LLC from June 2012 to September 2014. Mr. Nielson formerly served as President of Covenant College (2002 -– 2012), and as a partner and trader (of options and futures contracts for hedging options) for Ritchie Capital Markets Group (1996 -– 1997), where he held an administrative management
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("CRT"(“CRT”). His international experience includes serving as a director of CRT Europe, Inc. for two years, directing out of London all aspects of business conducted by the U.K. and European subsidiary of CRT. Prior to that, Mr. Nielson was a trader and manager at CRT in Chicago. Mr. Nielson has served as a Trustee of each Fund since its inception and of the First Trust Funds since 1999. Mr. Nielson has also served as Chairman of the Audit Committee (2003 -– 2007 and 2014 -– 2016), Chairman of the Valuation Committee (2012 -– 2013), Chairman of the Nominating and Governance Committee (2008 - 2009)– 2009 and 2017 – 2019), and Lead Independent Trustee and a member of the Executive Committee (2010 -– 2011) of the First Trust Funds. He currently serves as Chairman ofLead Independent Trustee and on the Nominating and GovernanceExecutive Committee (since January 1, 2017)2020) and as Chairman of the Dividend Committee (since October 19, 2020) of the First Trust Funds.
Interested Trustee
James A. Bowen is the Chairman of the Board of the First Trust Funds and Chief Executive Officer of First Trust Advisors and First Trust Portfolios L.P. Until January 23, 2012, he served as President and Chief Executive Officer of the First Trust Funds. Mr. Bowen also serves on the Executive Committee. He has over 3538 years of experience in the investment company business in sales, sales management and executive management. Mr. Bowen has served as a Trustee of each Fund since its inception and of the First Trust Funds since 1999.
CONTINUING TRUSTEES
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Continuing Trustees
Independent Trustees
Richard E. Erickson, M.D., is an orthopedic surgeon.surgeon with Edward-Elmhurst Medical Group. He also has beenwas previously President of Wheaton Orthopedics, a co-owner and director of a fitness center and a limited partner of two real estate companies. Dr. Erickson has served as a Trustee of each Fund since its inception and of the First Trust Funds since 1999. Dr. Erickson has also served as the Lead Independent Trustee (2008 – 2009 and 2017 – 2019) and on the Executive Committee (2008 - 2009)– 2009 and 2017 – present), Chairman of the Nominating and Governance Committee (2003 -– 2007 and 2014 -– 2016), Chairman of the Valuation Committee (June 2006 -– 2007 and 2010 -– 2011) and Chairman of the Audit Committee (2012 -– 2013) of the First Trust Funds. He currently serves as Lead Independent
Trustee and onChairman of the Executive Committee and the Dividend and PricingValuation Committee (since January 1, 2017)2020) of the First Trust Funds.
Thomas R. Kadlec is President of ADM Investor Services Inc. ("ADMIS"(“ADMIS”), a futures commission merchant and wholly-owned subsidiary of the Archer Daniels Midland Company ("ADM"(“ADM”). Mr. Kadlec has been employed by ADMIS and its affiliates since 1990 in various accounting, financial, operations and risk management capacities. Mr. Kadlec serves on the boards of several international affiliates of ADMIS and isserved as a member of ADM'sADM’s Integrated Risk Committee from 2008 – 2018, which iswas tasked with the duty of implementing and communicating enterprise-wide risk management. In 2014, Mr. Kadlec was elected to the board of the Futures Industry Association. In 2017, Mr. Kadlec was elected to the board of the National Futures Association. Mr. Kadlec has served as a Trustee of each Fund since its inception and of the First Trust Funds since 2003. Mr. Kadlec also served on the Executive Committee from the organization of the first First Trust Closed-end
Fundclosed-end fund in 2003 through 2005 (and 2014 – 2019) until he was elected as the first Lead Independent Trustee in December 2005, serving as such through 2007 and(and 2014 - 2016.– 2016). He also served as Chairman of the Valuation Committee (2008 - 2009)– 2009 and 2017 – 2019), Chairman of the Audit Committee (2010 -– 2011) and Chairman of the Nominating and Governance Committee (2012 -– 2013) of the First Trust Funds. He currently serves as Chairman of the -18-
ValuationAudit Committee (since January 1, 2017) and as a member of the Executive
Committee and the Dividend and Pricing Committee (since January 1, 2014)2020) of the First Trust Funds.
Denise M. Keefe is Executive Vice President of Advocate Aurora Health and President of Advocate Aurora Continuing Health Division (together, “Advocate”), one of the largest integrated healthcare systems in the U.S. serving Illinois and Wisconsin. Ms. Keefe has been employed by Advocate since 1993 and is responsible for the Continuing Health Division’s strategic direction, fiscal management, business development, revenue enhancement, operational efficiencies, and human resource management of 4,000 employees. Ms. Keefe also currently serves on the boards of several organizations within the Advocate Aurora Continuing Health Division and other health care organizations, including RML Long Term Acute Care Hospitals (since 2014) and Senior Helpers (since 2021). Prior thereto, Ms. Keefe was Corporate Vice President, Marketing and Business Development for the Visiting Nurse Association of Chicago (1989 – 1992) and a former Board Member of Sherman West Court Skilled Nursing Facility. Ms. Keefe has served as a Trustee of the First Trust Funds and on the Audit Committee, Nominating and Governance Committee and Valuation Committee of the First Trust Funds since November 1, 2021.
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Robert F. Keith is President of Hibs Enterprises, a financial and management consulting firm. Mr. Keith has been with Hibs Enterprises since 2003. Prior thereto, Mr. Keith spent 18 years with ServiceMaster and Aramark, including three years as President and COO of ServiceMaster Consumer Services, where he led the initial expansion of certain products overseas, five years as President and COO of ServiceMaster Management Services Company, and two years as President of Aramark ServiceMaster Management Services. Mr. Keith is a certified public accountant and also has held the positions of Treasurer and Chief Financial Officer of ServiceMaster, at which time he oversaw the financial aspects of ServiceMaster'sServiceMaster’s expansion of its Management Services division into Europe, the Middle East and Asia. Mr. Keith has served as a Trustee of the First Trust Funds since June 2006. Mr. Keith has also served as Chairman of the Audit Committee (2008 - 2009)– 2009 and 2017 – 2019), Chairman of the Nominating and Governance Committee (2010 -– 2011), and Chairman of the Valuation Committee (2014 -– 2016) of the First Trust Funds. He also served as Lead Independent Trustee (2012 -– 2013) and on the Executive Committee and the Dividend and Pricing Committee (2012 -– 2016) of the First Trust Funds. He currently serves as Chairman of the AuditNominating and Governance Committee (since January 1, 2017)2020) of the First Trust Funds.
OTHER INFORMATION
Other Information
Independent Trustees
During the past five years, none of the Independent Trustees, nor any of their immediate family members, has been a director, trustee, officer, general partner or employee of, or consultant to, First Trust Advisors, First Trust Portfolios L.P. (an affiliate of First Trust Advisors), any sub-advisor to any fund in the First Trust Fund Complex, or any of their affiliates.
Executive Officers
The executive officers of each Fund hold the same positions with each fund in the First Trust Fund Complex (representing 163217 portfolios) as they hold with the Funds.
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BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY TRUSTEES AND EXECUTIVE
OFFICERS
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Beneficial Ownership of Shares Held in the Funds by Trustees and Executive Officers
The following table sets forth the dollar range and number of equity securities beneficially owned by the Trustees in each Fund and the dollar range of equity securities beneficially owned by the Trustees in all funds in the First Trust Fund Complex, including the Funds, as of December 31, 2018:
2021:
| Interested Trustee | Independent Trustees | |||||
| Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Denise M. Keefe1 | Robert F. Keith | Niel |
| Macquarie/First Trust Global Infrastructure/ Utilities Dividend & | $0 (0 Shares) | $10,001-$50,000 (1,301 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (2,044 Shares) |
| First Trust Energy Income and Growth Fund | $0 (0 Shares) | $1-$10,000 (707 Shares) | $10,001-$50,000 (856 Shares) | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (978 Shares) |
| First Trust Enhanced Equity Income Fund | $50,001-$100,000 (4,003 Shares) | $10,001-$50,000 (513 Shares) | $10,001-$50,000 (978 Shares) | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (708 Shares) |
| First Trust/Aberdeen Global Opportunity Income Fund | $0 (0 Shares) | $10,001-$50,000 (2,316 Shares) | $0 (0 Shares) | $0 (0 Shares) | $ (0 Shares) | $10,001-$50,000 (1,498 Shares) |
| First Trust Mortgage Income Fund | $0 (0 Shares) | $0 (0 Shares) | $1-$10,000 (715 Shares) | $0 (0 Shares) | $0 (0 Shares) | $1-$10,000 (689 Shares) |
| First Trust/Aberdeen Emerging Opportunity Fund | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (1,238 Shares) | $0 (0 Shares) | $1-$10,000 (600 Shares) | $1-$10,000 (454 Shares) |
| First Trust Specialty Finance and Financial Opportunities Fund | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) |
| First Trust High Income Long/Short Fund | Over $100,000 (7,025 Shares) | $0 (0 Shares) | $10,001-$50,000 (1,180 Shares) | $0 (0 Shares) | $0 (0 Shares) | $1-$10,000 (351 Shares) |
| First Trust Energy Infrastructure Fund | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) |
| First Trust MLP and Energy Income Fund | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) |
| First Trust Intermediate Duration Preferred & Income Fund | $0 (0 Shares) | $0 (0 Shares) | $10,001-$50,000 (1,133 Shares) | $0 (0 Shares) | $10,001-$50,000 (512 Shares) | $0 (0 Shares) |
| First Trust New Opportunities MLP & | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) | $0 (0 Shares) |
| First Trust Dynamic Europe Equity Income Fund | Over $100,000 (157,808 Shares) | $0 (0 Shares) | $10,001-$50,000 (2,028 Shares) | $0 (0 Shares) | $10,001-$50,000 (1,650 Shares) | $10,001-$50,000 (3,000 Shares) |
| Aggregate Dollar Range of Equity Securities in all Registered Investment Companies in the First Trust Fund Complex Overseen by Trustee | Over $100,000 | Over $100,000 | Over $100,000 | $0 | Over $100,000 | Over $100,000 |
1 Ms. Keefe was appointed to the Board of each Fund effective November 1, 2021.
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Under the Qualification Requirements described above, Trustees are required to agree to maintain an investment in the investment companies advised by the Advisor consistent with any applicable policy of the Board. In this regard, the Independent Trustees have adopted a policy that establishes the expectation that, eachwithin three years of becoming an Independent Trustee, the Independent Trustee will have invested an amount in the funds in the First Trust Fund Complex he or she oversees in the aggregate of at least one year'syear’s annual retainer for Board service, with investments allocated among the funds in the First Trust Fund Complex depending on what is suitable for the Trustee'sTrustee’s personal investment needs.
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As of December 31, 2018,2021, the Independent Trustees and their immediate family members did not own, beneficially or of record, any class of securities of First Trust Advisors or any sub-advisor or principal underwriter of any Fund or any person, other than a registered investment company, directly or indirectly controlling, controlled by, or under common control with First Trust Advisors or any sub-advisor or principal underwriter of any Fund, nor, since the beginning of the most recently completed fiscal year of any Fund, did any Independent Trustee purchase or sell securities of First Trust Advisors, or any sub-advisor to any fund in the First Trust Fund Complex, their parents or any subsidiaries of any of the foregoing.
As of December 31, 2018,2021, the Trustees and executive officers of each Fund as a group beneficially owned the following number of Shares of each Fund, which is less than 1% of each Fund'sFund’s Shares outstanding:
| Fund | Shares Owned |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & | 3,345 |
| First Trust Energy Income and Growth Fund | 2,541 |
| First Trust Enhanced Equity Income Fund | 6,202 |
| First Trust/Aberdeen Global Opportunity Income Fund | 3,814 |
| First Trust Mortgage Income Fund | 1,404 |
| First Trust/Aberdeen Emerging Opportunity Fund | 2,292 |
| First Trust Specialty Finance and Financial Opportunities Fund | 0 |
| First Trust High Income Long/Short Fund | 8,756 |
| First Trust Energy Infrastructure Fund | 0 |
| First Trust MLP | 0 |
| First Trust Intermediate Duration Preferred & | 1,645 |
| First Trust New Opportunities MLP & | 0 |
| First Trust Dynamic Europe Equity Income Fund | 164,486 |
Compensation
Effective January 1, 2019,2020, the fixed annual retainer paid to the Independent Trustees is $255,000 per year and an annual per fund fee of $2,500 for each closed-end fund and actively managed fund, $750 for each defined outcome fund and $250 for each index fund. The fixed annual retainer is allocated equally among each fund in the First Trust Fund Complex. Additionally, the Lead Independent Trustee is paid $30,000 annually, the ChairmenChairs of the Audit Committee or Valuation Committee are each paid $20,000 annually and the ChairmanChair of the Nominating and Governance Committee is paid $10,000 annually to serve in such capacities with compensation allocated pro rata among each fund in the First Trust Fund Complex based on its net assets. Trustees are also reimbursed by the investment companiesfunds in the First Trust Fund Complex for travel and out-of-pocket expenses incurred in connection with all meetings. Each Committee ChairmanChair and the Lead Independent Trustee rotate every three years.
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The number of Board meetings held by each Fund during its last fiscal year is shown in Schedule 1 hereto.
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The aggregate fees and expenses paid to all Trustees by each Fund for its last fiscal year (including reimbursement for travel and out-of-pocket expenses) amounted to the following:
| Fund | Aggregate Fees and Expenses Paid |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & | $15,228 |
| First Trust Energy Income and Growth Fund | $15,339 |
| First Trust Enhanced Equity Income Fund | $16,142 |
| First Trust/Aberdeen Global Opportunity Income Fund | $15,972 |
| First Trust Mortgage Income Fund | $15,213 |
| First Trust/Aberdeen Emerging Opportunity Fund | $15,956 |
| First Trust Specialty Finance and Financial Opportunities Fund | $15,210 |
| First Trust High Income Long/Short Fund | $15,515 |
| First Trust Energy Infrastructure Fund | $15,319 |
| First Trust MLP | $15,389 |
| First Trust Intermediate Duration Preferred & | $16,092 |
| First Trust New Opportunities MLP & | $15,266 |
| First Trust Dynamic Europe Equity Income Fund | $16,055 |
The following table sets forth certain information regarding the compensation of each Fund'sFund’s Trustees (including reimbursement for travel and out-of-pocket expenses) for each Fund'sFund’s most recently completed fiscal year. The Funds have no retirement or pension plans. The executive officers and the Interested Trustee of each Fund receive no compensation from the Funds for serving in such capacities.
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AGGREGATE COMPENSATION FOR EACH FUND'S FISCAL YEAR
Trustee Compensation
| Interested Trustee | Independent Trustees | |||||
| Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Denise M. Keefe1 | Robert F. Keith | Niel B. Nielson |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund2 | $0 | $3,807 | $3,807 | $0 | $3,801 | $3,814 |
| First Trust Energy Income and Growth Fund2 | $0 | $3,835 | $3,835 | $0 | $3,814 | $3,855 |
| First Trust Enhanced Equity Income Fund3 | $0 | $3,805 | $3,805 | $923 | $3,776 | $3,834 |
| First Trust/Aberdeen Global Opportunity Income Fund3 | $0 | $3,762 | $3,762 | $923 | $3,755 | $3,770 |
| First Trust Mortgage Income Fund4 | $0 | $3,803 | $3,803 | $0 | $3,799 | $3,808 |
| First Trust/Aberdeen Emerging Opportunity Fund3 | $0 | $3,758 | $3,758 | $923 | $3,753 | $3,764 |
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| Interested Trustee | Independent Trustees | |||||
| Fund | James A. Bowen | Richard E. Erickson | Thomas R. Kadlec | Denise M. Keefe1 | Robert F. Keith | Niel B. Nielson |
| First Trust Specialty Finance and Financial Opportunities Fund2 | $0 | $3,803 | $3,803 | $0 | $3,798 | $3,807 |
| First Trust High Income Long/Short Fund4 | $0 | $3,879 | $3,879 | $0 | $3,836 | $3,921 |
| First Trust Energy Infrastructure Fund2 | $0 | $3,830 | $3,830 | $0 | $3,812 | $3,848 |
| First Trust MLP and Energy Income Fund4 | $0 | $3,847 | $3,847 | $0 | $3,821 | $3,874 |
| First Trust Intermediate Duration Preferred & Income Fund4 | $0 | $4,023 | $4,023 | $0 | $3,909 | $4,138 |
| First Trust New Opportunities MLP & Energy Fund4 | $0 | $3,816 | $3,816 | $0 | $3,805 | $3,828 |
| First Trust Dynamic Europe Equity Income Fund3 | $0 | $3,783 | $3,783 | $923 | $3,765 | $3,801 |
| Total Compensation for Serving the First Trust Fund Complex5 | $0 | $509,393 | $509,393 | $125,813 | $499,393 | $519,393 |
| 1 | Ms. Keefe was appointed to the Board of each Fund and the other First Trust Funds effective November 1, 2021. |
| 2 | For fiscal year ended November 30, |
| 3 | For fiscal year ended December 31, |
| 4 | For fiscal year ended October 31, |
| 5 | For the calendar year ended December 31, |
Attendance at Annual Meetings of Shareholders
Each Fund'sFund’s Board of Trustees seeks to have as many Trustees as possible in attendance at annual meetings of shareholders. The policy of the Nominating and Governance Committee relating to attendance by Trustees at annual meetings of shareholders is contained in the Funds'Funds’ Nominating and Governance Committee Charter, which is available on each Fund'sFund’s website located at https://www.ftportfolios.com (go(go to News & Literature on the applicable Fund'sFund’s webpage). In addition, for each Fund, the attendance of the Board of Trustees at last year'syear’s annual shareholder meeting is available on such Fund'sFund’s website located at https://www.ftportfolios.com.www.ftportfolios.com. To find the Board of Trustees'Trustees’ attendance, select your Fund under the "Closed-End Funds"“Closed-End Funds” tab, select the "News“News & Literature"Literature” link, and go to the "Shareholder“Shareholder Updates and Information"Information” heading.
AUDIT COMMITTEE REPORT
Audit Committee Report
The role of the Audit Committee is to assist the Board of Trustees in its oversight of the Funds'Funds’ accounting and financial reporting process. The Audit Committee operates pursuant to a charter (the "Charter"“Charter”) that was most recently reviewed by the Board of Trustees on December 10, 2018,6, 2021, a copy of which is attached as Exhibit A hereto, and is available on each Fund'sFund’s website located at https://www.ftportfolios.com (go to News & Literature on the Fund'sFund’s webpage). As set forth in the Charter, management of the Funds has the primary responsibility for establishing and maintaining systems for accounting, reporting, disclosure and internal controls. The Funds'Funds’ independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls.
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In performing its oversight function, the Audit Committee reviewed and discussed with management and the independent auditors, Deloitte & Touche LLP, the audited financial statements of the First Trust Mortgage Income Fund, the First Trust High Income Long/Short Fund, the First Trust MLP and Energy Income Fund, the First Trust Intermediate Duration Preferred & Income Fund and the First Trust New Opportunities MLP & Energy Fund for the fiscal year ended October 31, 20182021 at a meeting held on December 19,
2018;20, 2021; the Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund, the First Trust Energy Income and Growth Fund, the First Trust Specialty Finance and Financial Opportunities Fund and the First Trust Energy Infrastructure Fund for the fiscal year ended November 30, 20182021 at a meeting held on January 17, 2019;24, 2022; and the First Trust Enhanced Equity Income Fund, the First Trust/Aberdeen GlobalEmerging Opportunity Income Fund, the First Trust/Aberdeen EmergingGlobal Opportunity Income Fund and the First Trust Dynamic Europe Equity Income Fund for the fiscal year ended December 31, 20182021 at a meeting held on February 20,
2019,22, 2022, and discussed the audits of such financial statements with the independent auditors and management.
In addition, the Audit Committee discussed with the independent auditors the accounting principles applied by the Funds and such other matters brought to the attention of the Audit Committee by the independent auditors as required by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) Auditing Standard 1301, Communications with Audit Committees. The Audit Committee also received from the independent auditors the written disclosures and letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, delineating relationships between the independent auditors and the Funds, and discussed the impact that any such relationships may have on the objectivity and independence of the independent auditors.
The members of the Funds'Funds’ Audit Committee are not full-time employees of the Funds and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members -24-
"field work"“field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Funds'Funds’ Audit Committee necessarily rely on the information provided to them by Fund management and the independent auditors. Accordingly, the Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the Funds'Funds’ financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the independent auditors are in fact "independent."
“independent.”
Based on its consideration of the Funds'Funds’ audited financial statements and the discussions referred to above with Fund management and Deloitte & Touche LLP, and subject to the limitations on the responsibilities and role of the Audit Committee as set forth in the Charter and discussed above, the Audit Committee recommended to the Board the inclusion of each Fund'sFund’s audited financial statements in each Fund'sFund’s Annual Report to Shareholders for the years ended October 31, November 30 and December 31, 2018,2021, respectively.
Submitted by the Audit Committee of the Funds:
Thomas R. Kadlec
Richard E. Erickson
Denise M. Keefe
Robert F. Keith
Richard E. Erickson
Niel B. Nielson
Thomas R. Kadlec
INDEPENDENT AUDITORS' FEES
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Independent Auditors’ Fees
Deloitte & Touche has been selected to serve as the independent auditors for each Fund for its current fiscal year, and acted as the independent auditors for each Fund for its most recently completed fiscal year. Deloitte & Touche has advised the Funds that, to the best of its knowledge and belief, Deloitte & Touche professionals did not have any direct or material indirect ownership interest in the Funds inconsistent with independent professional standards pertaining to independent registered public accounting firms. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence. In reliance on Rule 32a-4 under the 1940 Act, each Fund is not seeking shareholder ratification of the selection of Deloitte & Touche as independent auditors.
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Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Funds, Deloitte & Touche has billed each Fund and the Advisor for the fees set forth below. With respect to First Trust Intermediate Duration Preferred & Income Fund, fees billed for services to Stonebridge Advisors LLC ("Stonebridge"(“Stonebridge”), such Fund'sFund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.
| Audit Fees1 | Audit-Related Fees | Tax Fees2 | All Other Fees | |||||
| Fees Billed To: | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 |
| Macquarie/First Trust Global Infrastructure/ Utilities Dividend & Income Fund3 Fund Advisor | $49,000 N/A | $49,000 N/A | $0 $0 | $0 $0 | $17,872 $0 | $18,071 $0 | $0 $0 | $0 $0 |
First Trust Energy Income and Growth Fund3 Advisor | $57,000 N/A | $57,000 N/A | $0 $0 | $0 $0 | $42,100 $0 | $42,164 $0 | $0 $0 | $0 $0 |
First Trust Enhanced Equity Income Fund4 Advisor | $38,000 N/A | $38,000 N/A | $0 $0 | $0 $0 | $5,263 $0 | $5,287 $0 | $0 $0 | $0 $0 |
First Trust/Aberdeen Global Opportunity Income Fund4 Fund Advisor | $53,000 N/A | $53,000 N/A | $0 $0 | $0 $0 | $5,200 $0 | $5,200 $0 | $0 $0 | $0 $0 |
First Trust Mortgage Income Fund5 Advisor | $45,000 N/A | $45,000 N/A | $0 $0 | $0 $0 | $18,257 $0 | $17,072 $0 | $0 $0 | $0 $0 |
First Trust/Aberdeen Emerging Opportunity Fund4 Advisor | $53,000 N/A | $53,000 N/A | $0 $0 | $0 $0 | $5,725 $0 | $6,050 $0 | $0 $0 | $0 $0 |
First Trust Specialty Finance and Financial Opportunities Fund3 Advisor | $42,000 N/A | $42,000 N/A | $0 $0 | $0 $0 | $5,200 $0 | $5,200 $0 | $0 $0 | $0 $0 |
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| Audit Fees1 | Audit-Related Fees | Tax Fees2 | All Other Fees | |||||
| Fees Billed To: | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 |
First Trust High Income Long/Short Fund5 Fund | $52,000 N/A | $52,000 N/A | $0 $0 | $0 $0 | $5,609 $0 | $5,200 $0 | $0 $0 | $0 $0 |
First Trust Energy Infrastructure Fund3 Fund | $44,000 N/A | $44,000 N/A | $0 $0 | $0 $0 | $6,390 $0 | $6,474 $0 | $0 $0 | $0 $0 |
First Trust MLP and Energy Income Fund5 Advisor | $57,000 N/A | $57,000 N/A | $0 $0 | $0 $0 | $42,166 $0 | $42,174 $0 | $0 $0 | $0 $0 |
First Trust Intermediate Duration Preferred & Income Fund5 Advisor Sub-Advisor | $28,000 N/A N/A | $28,000 N/A N/A | $0 $0 $0 | $0 $0 $0 | $16,295 $0 $0 | $14,273 $0 $0 | $0 $0 $0 | $0 $0 $0 |
First Trust New Advisor | $57,000 N/A | $57,000 N/A | $0 $0 | $0 $0 | $42,158 $0 | $42,164 $0 | $0 $0 | $0 $0 |
First Trust Dynamic Europe Equity Income Fund4 Fund Advisor | $39,500 N/A | $39,500 N/A | $0 $0 | $0 $0 | $61,976 $0 | $27,634 $0 | $0 $0 | $0 $0 |
| 1 | These fees were the aggregate fees billed for professional services for the audit of the |
2 These fees were for tax consultation and/or tax return preparation and/or professional services rendered for PFIC (Passive Foreign Investment Company) Identification Services.
| 3 | These fees were for the fiscal years ended November 30. |
| 4 | These fees were for the fiscal years ended December 31. |
| 5 | These fees were for the fiscal years ended October 31. |
Non-Audit Fees
During each of the last two fiscal years of the Funds, Deloitte & Touche has billed each Fund and the Advisor for the non-audit fees listed below for services provided to the entities indicated. With respect to First Trust Intermediate Duration Preferred & Income Fund, non-audit fees billed for services provided to Stonebridge, such Fund'sFund’s sub-advisor, are also listed below; an affiliate of the Advisor owns a majority interest in Stonebridge.
Aggregate Non-Audit Fees
| Fees Billed To: | 2020 | 2021 |
| Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund1 Fund Advisor | $17,872 $23,2004 | $18,071 $16,5007` |
| First Trust Energy Income and Growth Fund1 Fund Advisor | $42,100 $23,2004 | $42,164 $16,5007 |
| First Trust Enhanced Equity Income Fund2 Fund Advisor | $5,263 $23,2004 | $5,287 $16,5007 |
| First Trust/Aberdeen Global Opportunity Income Fund2 Fund Advisor | $5,200 $23,2004 | $5,200 $16,5007 |
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| Fees Billed To: | 2020 | 2021 |
| First Trust Mortgage Income Fund3 Fund Advisor | $18,257 $70,3705 | $17,072 $16,5007 |
| First Trust/Aberdeen Emerging Opportunity Fund2 Fund Advisor | $5,725 $23,2004 | $6,050 $16,5007 |
| First Trust Specialty Finance and Financial Opportunities Fund1 Fund Advisor | $5,200 $23,2004 | $5,200 $16,5007 |
| First Trust High Income Long/Short Fund3 Fund Advisor | $5,609 $70,3705 | $5,200 $16,5007 |
| First Trust Energy Infrastructure Fund1 Fund Advisor | $6,390 $23,2004 | $6,474 $16,5007 |
| First Trust MLP and Energy Income Fund3 Fund Advisor | $42,166 $70,3705 | $42,174 $16,5007 |
| First Trust Intermediate Duration Preferred & Income Fund3 Fund Advisor Sub-Advisor | $16,295 $70,3705 $18,0006 | $14,273 $16,5007 $4,0007 |
| First Trust New Opportunities MLP & Energy Fund3 Fund Advisor | $42,158 $70,3705 | $42,164 $16,5007 |
| First Trust Dynamic Europe Equity Income Fund2 Fund Advisor | $61,976 $23,2004 | $27,634 $16,5007 |
1 These fees were for the fiscal years ended November 30.
2 These fees were for the fiscal years ended December 31.
3 These fees were for the fiscal years ended October 31.
4 These fees relate to 2019 federal and state tax matters and consulting fees.
5 These fees relate to 2018 and 2019 federal and state tax matters and professional fees related to the First Trust Security Assessment Project.
6 These fees relate to 2018 and 2019 federal and state tax matters and consulting fees.
7 These fees relate to 2020 federal and state tax matters and consulting fees.
Pre-Approval
Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee of each Fund is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for each Fund by its independent auditors. The ChairmanChair of the Audit Committee is authorized to give such pre-approvals on behalf of the Audit Committee up to $25,000 and report any such pre-approval to the full Audit Committee.
The Audit Committee is also responsible for the pre-approval of the independent auditors'auditors’ engagements for non-audit services with the Advisor and any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the respective Fund, if the engagement relates directly to the operations and financial reporting of the Funds, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditors have provided non-audit services to the Advisor or any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to its policies, the Audit Committee will consider whether the provision of such non-audit services is compatible with the auditors'auditors’ independence.
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None of the Audit Fees, Audit-Related Fees, Tax Fees, or All Other Fees, if any, or the Aggregate Non-Audit Fees disclosed above that were required to be pre-approved by the Audit Committee pursuant to its Pre-Approval Policy were pre-approved by the Audit Committee pursuant to the pre-approval exceptions included in Regulation S-X.
Because the Audit Committee has not been informed of any such services, the Audit Committee of each Fund has not considered whether the provision of non-audit services that were rendered to the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the respective Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant'saccountant’s independence.
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ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
Additional Information
Shareholder Proposals
Shareholder Proposals for Inclusion in a Fund'sFund’s Proxy Statement. To be considered for presentation at the 20202023 annual meeting of shareholders of a Fund and included in the Fund'sFund’s proxy statement relating to such meeting, a shareholder proposal must be submitted pursuant to Rule 14a-8 under the 1934 Act ("(“Rule 14a-8"14a-8”) and must be received at the principal executive offices of the applicable Fund not later than November 5, 2019. Such a proposal will be
included in a Fund's proxy statement if it meets the requirements of Rule 14a-8.
Timely21, 2022. However, timely submission of a proposal does not mean that such proposal will be included in a Fund'sFund’s proxy statement.
Other Shareholder Proposals. In addition to any requirements ofunder applicable law including(including without limitation the proxy rules under the 1934 Act,Act) and the applicable Declaration of Trust, under the Funds'Funds’ By-Laws, any proposal to elect any person nominated by shareholdersa shareholder for election as Trustee and any other proposalsproposal by shareholdersa shareholder may only be brought before an annual meeting of a Fund if, among other requirements, the proposing shareholder would be entitled to vote on the proposal and timely written notice (the "Shareholder Notice"“Shareholder Notice”) is provided to the Secretary of the Fund and the other conditions summarized below
are met.Fund. In accordance with the advance notice provisions included in the Funds'Funds’ By-Laws, unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the Fund'sapplicable Fund’s principal executive offices, Attn: W. Scott Jardine, Secretary, not less than forty-five (45)one hundred and five (105) days nor more than sixty (60)one hundred and twenty (120) days prior to the first anniversary date of the date of the Fund’s proxy statement was released to shareholders for the preceding year'syear’s annual meeting. However, if and only if thean annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an "Other“Other Annual Meeting Date"Date”), such Shareholder Notice must be given as described above by the later ofnot more than one hundred and twenty (120) days prior to such Other Annual Meeting Date and not less than the close of business on the later of (i) the date forty-five (45)one hundred and five (105) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed.
Any
In order for a shareholder submittingto properly propose a nomination of any person or persons (as the
case may be)nominee for election as a Trustee orto the Board of Trustees of a Fund is requiredor to deliver, as partpropose business outside of such Shareholder Notice: (i) a statementRule 14a-8, in writing setting
forth: (A)addition to complying with the name, age, date of birth, business address, residence address and
nationalityadvance notice provisions (described in the preceding paragraph), the shareholder must also comply with all other relevant provisions set forth in the By-Laws. Copies of the person or personsBy-Laws can be found in the Current Report on Form 8-K filed by each Fund with the SEC on October 20, 2020, which is available at www.sec.gov, and may also be obtained by writing to be nominated; (B) the class or series
and number of all SharesSecretary of the applicable Fund ownedat such Fund’s principal executive offices. Any shareholder of recorda Fund considering making a nomination or beneficially by each
such person or persons, as reported to such shareholder by such nominee(s); (C)submitting any other information regarding each such person required by paragraphs (a),
(d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of
Rule 14a-101 (Schedule 14A) underproposal should carefully review the 1934 Act (or any successor provision
thereto); (D) any other information regarding the person or persons to be
nominated that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of trustees or directors pursuant to Section 14 of the 1934 Act and the
rules and regulations promulgated thereunder; and (E) whether such shareholder
believes any nominee is or will be an "interested person" of the Fund (as
defined in the 1940 Act) and, if not an "interested person," information
regarding each nominee that will be sufficient for the Fund to make such
determination; and (ii) the written and signed consent of any person nominated
to be named as a nominee and to serve as a Trustee if elected. In addition, the
Trustees may require any proposed nominee to furnish such other information as
they may reasonably require or deem necessary to determine the eligibility of
such proposed nominee to serve as a Trustee.
Without limiting the foregoing, any shareholder who gives a Shareholder
Notice of any matter proposed to be brought before a shareholder meeting
(whether or not involving nominees for Trustees) is required to deliver, as part
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of such Shareholder Notice: (i) the description of and text of the proposal to
be presented; (ii) a brief written statement of the reasons why such shareholder
favors the proposal; (iii) such shareholder's name and address as they appear on
the Fund's books; (iv) any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with the solicitation of proxies with respect to the
matter(s) proposed pursuant to Section 14 of the 1934 Act and the rules and
regulations promulgated thereunder; (v) the class or series and number of all
Shares of the Fund owned beneficially and of record by such shareholder; (vi)
any material interest of such shareholder in the matter proposed (other than as
a shareholder); (vii) a representation that the shareholder intends to appear in
person or by proxy at the shareholder meeting to act on the matter(s) proposed;
(viii) if the proposal involves nominee(s) for Trustees, a description of all
arrangements or understandings between the shareholder and each proposed nominee
and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by the shareholder; and (ix) in the case of a
shareholder (a "Beneficial Owner") that holds Shares entitled to vote at the
meeting through a nominee or "street name" holder of record, evidence
establishing such Beneficial Owner's indirect ownership of, and entitlement to
vote, Shares at the meeting of shareholders. Shares "beneficially owned" means
all Shares which such person is deemed to beneficially own pursuant to Rules
13d-3 and 13d-5 under the 1934 Act.
By-Laws.
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In addition, the By-Laws provide that, unless required by federalapplicable law, no mattersmatter shall be considered at or brought before any annual or special meeting unless such matter has been deemed a proper matter for shareholder action by at least sixty-six and two-thirds percent (66-2/3%) of the Trustees. Timely submission of a proposal does not mean that such proposal will be brought before the meeting.
SHAREHOLDER COMMUNICATIONS
Control Share Acquisitions
The By-Laws include provisions (referred to as the “Control Share Provisions”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of a Fund’s Shares in a “Control Share Acquisition” (as defined below) may exercise voting rights with respect to such Shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. Subject to various exceptions and conditions, the By-Laws define a “Control Share Acquisition” generally to include an acquisition of Shares that, but for the Control Share Provisions, would give the beneficial owner upon the acquisition of such Shares the ability to exercise voting power in the election of Trustees of a Fund in any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or more of all voting power. Share acquisitions that occurred prior to October 19, 2020 (the adoption date of the By-Laws) are excluded from the definition of Control Share Acquisition. However, such Shares are included in assessing whether any subsequent acquisition of Shares exceeds the above thresholds. Subject to various conditions and procedural requirements set forth in the Control Share Provisions, including the delivery of a “Control Share Acquisition Statement” to the applicable Fund setting forth certain required information, a shareholder who obtains or proposes to obtain beneficial ownership of Shares in a Control Share Acquisition may demand a special meeting of shareholders of the Fund for the purpose of considering whether to approve the authorization of voting rights of such shareholder with respect to such Shares. The foregoing description of the Control Share Provisions is not complete, and a shareholder seeking to acquire Shares of a Fund in a Control Share Acquisition should carefully review the By-Laws (copies of which are available as indicated above).
Shareholder Communications
Shareholders of a Fund who want to communicate with the Board of Trustees or any individual Trustee should write the Fund to the attention of the Fund Secretary, W. Scott Jardine. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Trustee and so indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the ChairmanChair of the Nominating and Governance Committee of the Board of Trustees and the independent legal counsel to the Independent Trustees for further distribution as deemed appropriate by such persons.
INVESTMENT ADVISOR, SUB-ADVISORS, ADMINISTRATORS AND TRANSFER AGENTS
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Investment Advisor, Sub-Advisors, Administrators and Transfer Agents
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, serves as each Fund'sFund’s investment advisor. First Trust Advisors is also responsible for providing certain clerical, bookkeeping and other administrative services to each Fund and also provides fund reporting services to each Fund for a flat annual fee. Four Corners Capital Management, LLC, 2005Delaware Investments Fund Advisers, 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19103, and Macquarie Capital
Investment Management LLC, 125 West 55th Street, New York, New York 10019, serve19106-2354 serves as the investment sub-advisorssub-advisor to Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund. Energy Income Partners, LLC, 10 Wright Street, Westport, Connecticut 06880, serves as the investment sub-advisor to First Trust Energy Income and Growth Fund, First Trust Energy Infrastructure Fund, First Trust MLP and Energy Income Fund and First Trust New Opportunities MLP & Energy Fund. An affiliate of the Advisor owns an interest in Energy Income Partners, LLC. Chartwell Investment Partners, LLC, 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312, serves as the investment sub-advisor to First Trust Enhanced Equity Income Fund. Aberdeen Standard Investmentsabrdn Inc. (formerly known as
Aberdeen Asset Management Inc.), 17351900 Market Street, 32nd Floor,Suite 200, Philadelphia,
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Capital ManagementHenderson Investors US LLC, 151 Detroit Street, Denver, Colorado 80206, serves as the investment sub-advisor to First Trust Dynamic Europe Equity Income Fund.
The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, acts as the administrator, fund accountant and custodian and BNY Mellon
Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware
19809, acts as the transfer agent, to each Fund except for First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Income Fund. Brown Brothers Harriman & Co., 50 Post Office Square, Boston, Massachusetts 02110, acts as the administrator, fund accountant and custodian and Computershare, Inc., P.O. Box 505000, Louisville, Kentucky
40233-5000, acts as the transfer agent, to First Trust Intermediate Duration Preferred & Income Fund and First Trust Dynamic Europe Equity Income Fund. SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Computershare, Inc., P.O. Box 505000, Louisville, Kentucky 40233-5000, acts as the transfer agent to each Fund.
Delinquent Section 16(a) Reports
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the Funds'Funds’ Trustees, the Funds'Funds’ officers subject to such provisions, certain persons affiliated with First Trust Advisors and any sub-advisor, and persons who beneficially own more than 10% of a Fund'sFund’s Shares to file reports of ownership and changes of ownership with the SEC and to furnish the Funds with
copies of all Section 16(a) forms they file.SEC. Based solely upon a review of copies of suchcertain related forms received byfiled with the FundsSEC and certain written representations, each Fund believes that during the fiscal years ended October 31, 2018,2021, November 30, 20182021 and December 31, 2018,2021, as applicable, all such filing requirements applicable to such persons were met except as follows: OnFor each Fund, on August 22, 2018,17, 2021, one late Form 43 was filed for James A. Bowen, the Interested Trustee and ChairmanKelly C. Dehler, an officer of the BoardAdvisor. In addition, for each of First Trust Dynamic Europe EquityTrust/Aberdeen Global Opportunity Income Fund and Chief Executive
OfficerFirst Trust/Aberdeen Emerging Opportunity Fund, on July 8, 2021, one late Form 4/A was filed for Ralph Bassett, a director of abrdn Inc. (formerly Aberdeen Standard Investments Inc.), the Advisor, for his August 17, 2018 and August 20, 2018 purchases of
shares ofinvestment sub-advisor to such Fund.
FISCAL YEAR
Funds.
Fiscal Year
The fiscal year end for First Trust Mortgage Income Fund, First Trust High Income Long/Short Fund, First Trust MLP and Energy Income Fund, First Trust Intermediate Duration Preferred & Income Fund and First Trust New Opportunities MLP & Energy Fund wasis October 31, 2018.31. The fiscal year end for Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund, First Trust Energy Income and Growth Fund, First Trust Specialty Finance and Financial Opportunities Fund and First Trust Energy Infrastructure Fund wasis November 30, 2018.30. The fiscal year end for First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global Opportunity Income Fund, First Trust/Aberdeen Emerging Opportunity Fund and First Trust Dynamic Europe Equity Income Fund wasis December 31, 2018.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders31.
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Delivery of record of each Fund
following the Fund's fiscal year end. Certain Documents
Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request.
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Please note that only one annual or semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the Advisor at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.
STANDSTILL AGREEMENTS RELATING TO CERTAIN FIRST TRUST CLOSED-END FUNDS
Standstill Agreement Relating to Certain First Trust High Income Long/Short Fund
First Trust Strategic High Income Fund II
In 2017, each of First Trust High Income Long/Short Fund ("FSD") and the
Advisor, and First Trust Strategic High Income Fund II ("FHY") (which is no
longer a fund in the First Trust Fund Complex as the result of a merger
transaction with FSD) and the Advisor, respectively, entered into a standstill
agreement (together, the "Saba Standstill Agreement") with Saba Capital
Management, L.P. and certain associated parties (collectively referred to as
"Saba"). Under the Saba Standstill Agreement, Saba agreed, among other things,
as to certain voting-related matters and standstill covenants with respect to
FSD, FHY and other investment companies advised by the Advisor until January 20,
2020.Closed-End Funds
On December 2, 2020, First Trust/Aberdeen Global Opportunity Income Fund In 2017, First Trust/Aberdeen Global Opportunity Income Fund ("FAM"(“FAM”) and the Advisor entered into a standstill agreement (the "Karpus “Standstill Agreement"Agreement”) with Karpus Management, Inc. (doing business as Karpus Investment Management) and anyvarious present or future persons, entities, funds or accounts it manages, provides investment management or advisory services or controls or to which it is related (collectively referred to as "Karpus"“Karpus”). Under the Karpus Standstill Agreement, Karpus agreed, among other things, as to certain voting-related matters and standstill covenants with respect to FAM and several other investment companiesclosed-end funds advised by the Advisor other than(including First Trust Enhanced EquityMortgage Income Fund, First Trust High Income Long/Short Fund and First Trust Intermediate Duration Preferred & Income Fund, but not any of the other Funds included in this Joint Proxy Statement) until the earlier of (i) December 2, 2023 or (ii) such other date as the conclusion ofparties to such agreement may agree in writing.
Other Matters to Come Before the 2019
annual meeting of shareholders of FAM and April 30, 2019.
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OTHER MATTERS TO COME BEFORE THE MEETING
Meeting
No business other than the proposal to elect Mr. Bowen and Mr. Nielson as the Class III Trustees of each Fund, as described above, is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the Funds.
March 4, 2019
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------------
9, 2022
| It Is Important That Proxies Be Returned Promptly. Shareholders Are Therefore Urged To Complete, Sign, Date And Return The Proxy Card As Soon As Possible In The Enclosed Postage-Paid Envelope. |
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SCHEDULE 1
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND'S LAST FISCAL YEAR
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
NOMINATING
AND
AUDIT EXECUTIVE GOVERNANCE VALUATION
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE
FUND MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
MACQUARIE/FIRST TRUST GLOBAL 6 9 4 4 4
INFRASTRUCTURE/ UTILITIES
DIVIDEND & INCOME FUND(1)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST ENERGY INCOME AND 6 9 4 4 4
GROWTH FUND(1)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST ENHANCED EQUITY 6 9 4 4 4
INCOME FUND(2)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST/ABERDEEN GLOBAL 6 9 12 4 4
OPPORTUNITY INCOME FUND(2)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST MORTGAGE INCOME 7 7 12 4 4
FUND(3)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST/ABERDEEN EMERGING 6 9 4 4 4
OPPORTUNITY FUND(2)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST SPECIALTY FINANCE 6 9 4 4 4
AND FINANCIAL OPPORTUNITIES
FUND(1)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST ENERGY 6 9 12 4 4
INFRASTRUCTURE FUND(1)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST MLP AND ENERGY 6 7 12 4 4
INCOME FUND(3)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST INTERMEDIATE 6 7 12 4 4
DURATION PREFERRED & INCOME
FUND(3)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST NEW OPPORTUNITIES 6 7 12 4 4
MLP & ENERGY FUND(3)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
FIRST TRUST DYNAMIC EUROPE 6 9 12 4 4
EQUITY INCOME FUND(2)
-------------------------------- ----------------- ----------------- ----------------- ----------------- -----------------
(1) For fiscal year ended November 30, 2018.
(2) For fiscal year ended December 31, 2018.
(3) For fiscal year ended October 31, 2018.
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EXHIBIT A
AUDIT COMMITTEE CHARTER
I. PURPOSE
The Audit Committee (the "Committee") is appointed by each Board of
Trustees (the "Board") of the investment companies (the "Funds") advised by
First Trust Advisors L.P. ("Fund Management") for the following purposes:
1. to oversee the accounting and financial reporting processes of
each Fund and its internal controls and, as the Audit Committee deems
appropriate, to inquire into the internal controls of certain third-party
service providers;
2. to oversee the quality and integrity of each Fund's financial
statements and the independent audit thereof;
3. to oversee, or, as appropriate, assist Board oversight of, each
Fund's compliance with legal and regulatory requirements that relate to
the Fund's accounting and financial reporting, internal controls and
independent audits; and
4. to approve, prior to the appointment, the engagement of each
Fund's independent auditor and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Fund's
independent auditor.
II. COMMITTEE ORGANIZATION AND COMPOSITION
A. Size and Membership Requirements.
1. The Committee shall be composed of at least three members, all
of whom shall be trustees of the Funds. Each member of the Committee, and
a Committee chairperson, shall be appointed by the Board on the
recommendation of the Nominating and Governance Committee.
2. Each member of the Committee shall be independent of the Funds
and must be free of any relationship that, in the opinion of the Board,
would interfere with the exercise of independent judgment as a Committee
member. With respect to the Funds which are closed-end funds or open-end
exchange-traded funds ("ETFs"), each member must meet the independence and
experience requirements of the listing rules of the primary national
securities exchange on which a Fund's shares are listed for trading (as
applicable), and Section 10A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 10A-3 thereunder, and other
applicable rules and regulations of the Securities and Exchange Commission
("SEC"). Included in the foregoing is the requirement that no member of
the Committee be an "interested person" of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act"), nor shall any Committee member accept, directly or
indirectly, any consulting, advisory or other compensatory fee from the
Funds, or any subsidiary thereof, (except in the capacity as a Board or
committee member).
3. At least one member of the Committee shall have been determined
by the Board, exercising its business judgment, to qualify as an "audit
committee financial expert" as defined by the SEC.
4. With respect to Funds whose shares are listed on NYSE Arca or on
the New York Stock Exchange, each member of the Committee shall have been
determined by the Board, exercising its business judgment, to be
"financially literate" as required by the New York Stock Exchange or NYSE
Arca (as applicable). In addition, at least one member of the Committee
shall have been determined by the Board, exercising its business judgment,
to have "accounting or related financial management expertise," as
required by the New York Stock Exchange or NYSE Arca (as applicable). Such
member may, but need not be, the same person as the Funds' "audit
committee financial expert." With respect to Funds that are closed-end
funds or ETFs whose shares are listed on the NYSE American Stock Market or
the NASDAQ Stock Market, each member of the Committee shall be able to
read and understand fundamental financial statements, including a Fund's
balance sheet, income statement and cash flow statement. In addition, at
least one member of the Committee shall have been determined by the Board,
exercising its business judgment, to be "financially sophisticated," as
required by the NYSE American Stock Market or the NASDAQ Stock Market (as
applicable). Any member whom the Board determines to be an "audit
committee financial expert" shall be presumed to qualify as financially
sophisticated. With respect to Funds that are closed-end funds or ETFs
whose shares are listed and trade primarily on any other national
securities exchange, the Committee will comply with any applicable
requirements of such exchange relating to the financial backgrounds of the
Committee members.
5. With respect to Funds that are closed-end funds or ETFs,
Committee members shall not serve simultaneously on the audit committee of
more than two public companies, in addition to their service on the
Committee.
B. Frequency of Meetings.
The Committee will ordinarily meet once for every regular meeting of the
Board. The Committee may meet more or less frequently as appropriate, but no
less than four times per year.
C. Term of Office.
Committee members shall serve until they resign or are removed or replaced
by the Board.
III. RESPONSIBILITIES
A. With respect to Independent Auditors:
1. The Committee shall be responsible for the appointment or
replacement (subject, if applicable, to Board and/or shareholder
ratification), compensation, retention and oversight of the work of any
registered public accounting firm engaged (including resolution of
disagreements between management and the auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Funds ("External
Auditors"). The External Auditors shall report directly to the Committee.
2. The Committee shall meet with the External Auditors and Fund
Management to review the scope, fees, audit plans and staffing of the
proposed audits for each fiscal year. At the conclusion of the audit, the
Committee shall review such audit results, including the External
Auditors' evaluation of each Fund's financial and internal controls, any
comments or recommendations of the External Auditors, any audit problems
or difficulties and Fund Management's response, including any restrictions
on the scope of the External Auditors' activities or on access to
requested information, any significant disagreements with Fund Management,
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any accounting adjustments noted or proposed by the auditor but not made
by the Fund, any communications between the audit team and the audit
firm's national office regarding auditing or accounting issues presented
by the engagement, any significant changes required from the originally
planned audit programs and any adjustments to the financial statements
recommended by the External Auditors.
3. The Committee shall meet with the External Auditors in the
absence of Fund Management, as necessary.
4. The Committee shall pre-approve all audit services and permitted
non-audit services (including the fees and terms thereof) to be performed
for each Fund by its External Auditors in accordance with the Audit and
Non-Audit Services Pre-Approval Policy. The Chairman of the Committee is
authorized to give such pre-approvals on behalf of the Committee where the
fee for such engagement does not exceed the amount specified in the Audit
and Non-Audit Services Pre-Approval Policy, and shall report any such
pre-approval to the full Committee.
5. The Committee shall pre-approve the External Auditors'
engagements for non-audit services to Fund Management and any entity
controlling, controlled by or under common control with Fund Management
that provides ongoing services to the Funds, if the engagement relates
directly to the operations and financial reporting of the Funds, subject
to the de minimis exceptions for non-audit services described in Rule 2-01
of Regulation S-X. The Chairman of the Committee is authorized to give
such pre-approvals on behalf of the Committee where the fee for such
engagement does not exceed the amount specified in the Audit and Non-Audit
Services Pre-Approval Policy, and shall report any such pre-approval to
the full Committee.
6. If the External Auditors have provided non-audit services to
Fund Management and any entity controlling, controlled by or under common
control with Fund Management that provides ongoing services to the Funds
that were not pre-approved pursuant to the de minimis exception, the
Committee shall consider whether the provision of such non-audit services
is compatible with the External Auditors' independence.
7. The Committee shall obtain and review a report from the External
Auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with PCAOB Ethics and Independence Rule 3526) regarding (a) the
External Auditors' internal quality-control procedures; (b) any material
issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by an inquiry or investigation by governmental or
professional authorities within the preceding five years, respecting one
or more independent audits carried out by the firm; (c) any steps taken to
deal with any such issues; and (d) the External Auditors' independence,
including all relationships between the External Auditors and the Funds
and their affiliates; and evaluating the qualifications, performance and
independence of the External Auditors, including their membership in the
SEC practice section of the AICPA and their compliance with all applicable
requirements for independence and peer review, and a review and evaluation
of the lead partner, taking into account the opinions of management and
discussing such reports with the External Auditors. The Committee shall
present its conclusions with respect to the External Auditors to the
Board.
8. The Committee shall review reports and other information
provided to it by the External Auditors regarding any illegal acts that
the External Auditors should discover (whether or not perceived to have a
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material effect on a Fund's financial statements), in accordance with and
as required by Section 10A(b)(1) of the Exchange Act.
9. The Committee shall oversee the rotation of the lead (or
concurring) audit partner having primary responsibility for the audit and
the audit partner responsible for reviewing the audit as required by law,
and further consider the rotation of the independent auditor firm itself.
10. The Committee shall establish and recommend to the Board for
ratification a policy of the Funds with respect to the hiring of employees
or former employees of the External Auditors who participated in the
audits of the Funds' financial statements.
11. The Committee shall take (and, where appropriate, recommend that
the Board take) appropriate action to oversee the independence of the
External Auditors.
12. The Committee shall report regularly to the Board on the results
of the activities of the Committee, including any issues that arise with
respect to the quality or integrity of the Funds' financial statements,
the Funds' compliance with legal or regulatory requirements that relate to
the Fund's accounting and financial reporting, internal controls and
independent audits, the performance and independence of the Funds'
External Auditors, or the performance of the internal audit function, if
any.
B. With respect to Fund Financial Statements:
1. The Committee shall meet to review and discuss with Fund
Management and the External Auditors the annual audited financial
statements of the Funds, and any major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures under
"Management's Discussion and Analysis," and shall meet to review and
discuss with Fund Management the semi-annual financial statements of the
Funds and the Funds' disclosures under "Management's Discussion and
Analysis" or any similar discussion of the Fund's performance, if any.
2. The Committee shall review and discuss reports, both written and
oral, from the External Auditors or Fund Management regarding (a) all
critical accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles ("GAAP") for policies and practices that have been discussed
with Fund Management, including the ramifications of the use of such
alternative treatments and disclosures and the treatment preferred by the
External Auditors; (c) other material written communications between the
External Auditors and Fund Management, such as any management letter or
schedule of unadjusted differences; and (d) all non-audit services
provided to any entity in the investment company complex (as defined in
Rule 2-01 of Regulation S-X) that were not pre-approved by the Committee.
3. The Committee shall review disclosures made to the Committee by
the Funds' principal executive officer and principal financial officer
during their certification process for the Funds' periodic reports about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Funds' internal
controls.
A-4
4. The Committee shall discuss with the External Auditors the
matters required to be discussed by the applicable PCAOB Auditing Standard
that arise during the External Auditor's review of the Funds' financial
statements.
5. The Committee shall review and discuss with Fund Management and
the External Auditors (a) significant financial reporting issues and
judgments made in connection with the preparation and presentation of the
Funds' financial statements, including any significant changes in the
Funds' selection or application of accounting principles and any major
issues as to the adequacy of the Funds' internal controls and any special
audit steps adopted in light of material control deficiencies, and (b)
analyses prepared by Fund Management or the External Auditors setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial
statements.
6. The Committee shall review and discuss with Fund Management and
the External Auditors the effect of regulatory and accounting initiatives
on the Funds' financial statements.
7. The Committee shall discuss with Fund Management the Funds'
press releases regarding financial results and dividends, as well as
financial information and earnings guidance provided to analysts and
rating agencies. This discussion may be done generally, consisting of
discussing the types of information to be disclosed and the types of
presentations to be made. The Chairman of the Committee or any member of
the Committee also serving on the Dividend and Pricing Committee shall be
authorized to have these discussions with Fund Management on behalf of the
Committee, and shall report any material matters to the Committee.
8. The Committee shall discuss with Fund Management the Funds'
major financial risk exposures and the steps Fund Management has taken to
monitor and control these exposures, including the Funds' risk assessment
and risk management policies and guidelines. In fulfilling its obligations
under this paragraph, the Committee may, as applicable, review in a
general manner the processes other Board committees have in place with
respect to risk assessment and risk management.
C. With respect to serving as a Qualified Legal Compliance Committee:
1. The Committee shall serve as the Funds' "qualified legal
compliance committee" ("QLCC") within the meaning of the rules of the SEC
and, in that regard, the following shall apply:
(i) The Committee shall receive and retain, in confidence,
reports of evidence of (a) a material violation of any federal or
state securities laws, (b) a material breach of a fiduciary duty
arising under any federal or state laws or (c) a similar material
violation of any federal or state law by a Fund or any of its
officers, trustees, employees or agents (a "Report of Material
Violation"). Reports of Material Violation may be addressed to the
Funds, attention W. Scott Jardine, by e-mail at
sjardine@ftportfolios.com or at the address of the principal office
of the Funds, which currently is 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, who shall forward the Report of Material
Violation to the Committee.
A-5
(ii) Upon receipt of a Report of Material Violation, the
Committee shall (a) inform the Fund's chief legal officer and chief
executive officer (or the equivalents thereof) of the report (unless
the Committee determines it would be futile to do so), and (b)
determine whether an investigation is necessary.
(iii) After considering the Report of Material Violation, the
Committee shall do the following if it deems an investigation
necessary:
(1) Notify the Board;
(2) Initiate an investigation, which may be conducted
either by the chief legal officer (or the equivalent thereof)
of the Fund or by outside attorneys; and
(3) Retain such additional expert personnel as the
Committee deems necessary.
(iv) At the conclusion of any such investigation, the Committee
shall:
(4) Recommend, by majority vote, that the Fund implement
an appropriate response to evidence of a material violation;
and
(5) Inform the chief legal officer and the chief
executive officer (or the equivalents thereof) and the Board of
the results of any such investigation and the appropriate
remedial measures to be adopted.
2. The Committee shall take all other action that it deems
appropriate in the event that the Fund fails in any material respect to
implement an appropriate response that the Committee, as the QLCC, has
recommended the Fund take.
D. Other Responsibilities:
1. The Committee shall receive, retain and handle complaints
received by the Funds regarding accounting, internal accounting controls,
or auditing matters from any person, whether or not an employee of the
Funds or Fund Management, and shall receive submissions of concerns,
including anonymous submissions, regarding questionable accounting or
auditing matters by officers of the Funds and employees of Fund
Management, any administrator, fund accountant, principal underwriter, or
any other provider of accounting-related services for the Funds. All such
complaints and concerns shall be handled in accordance with the
Committee's procedures for operating as a QLCC, outlined in III.C above.
2. The Committee shall review, with fund counsel and independent
legal counsel, any legal matters that could have significant impact on a
Fund's financial statements or compliance policies and the findings of any
examination by a regulatory agency as they relate to financial statement
matters.
3. The Committee shall review and reassess the adequacy of this
charter on an annual basis and provide a recommendation to the Board for
approval of any proposed changes deemed necessary or advisable by the
Committee.
A-6
4. The Committee shall evaluate on an annual basis the performance
of the Committee.
5. The Committee shall review with the External Auditors and with
Fund Management the adequacy and effectiveness of the Funds' internal
accounting and financial controls.
6. The Committee shall discuss with Fund Management and the
External Auditors any correspondence with regulators or governmental
agencies that raise material issues regarding the Funds' financial
statements or accounting policies.
7. The Committee shall perform other special reviews,
investigations or oversight functions as requested by the Board and shall
receive and review periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
8. The Committee shall prepare any report of the Committee required
to be included in a proxy statement for a Fund.
9. The Committee may request any officer or employee of a Fund or
Fund Management, independent legal counsel, fund counsel and the External
Auditors to attend a meeting of the Committee or to meet with any members
of, or consultants to, the Committee.
10. The Committee shall maintain minutes of its meetings.
11. The Committee shall perform such other functions and have such
powers as may be necessary or appropriate in the efficient and lawful
discharge of its responsibilities.
IV. AUTHORITY TO ENGAGE ADVISERS
The Committee may engage independent counsel and other advisers, as it
determines necessary to carry out its duties. The Funds' External Auditors shall
have unrestricted accessibility at any time to Committee members.
V. FUNDING PROVISIONS
A. The Committee shall determine the:
1. Compensation to any independent registered public accounting
firm engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund; and
2. Compensation to any advisers employed by the Committee.
B. The expenses enumerated in this Article V and all necessary and
appropriate administrative expenses of the Committee shall be paid by the
applicable Fund or Fund Management.
A-7
VI. MANAGEMENT AND EXTERNAL AUDITORS' RESPONSIBILITIES
A. Fund Management has the primary responsibility for establishing and
maintaining systems for accounting, reporting, disclosure and internal controls.
The External Auditors have the primary responsibility to plan and implement an
audit, with proper consideration given to the accounting, reporting and internal
controls. All External Auditors engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Funds shall report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
B. While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Funds' financial statements are complete and accurate and
are in accordance with GAAP, nor is it the duty of the Committee to assure
compliance with laws and regulations and/or the Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its members are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of a Fund; (2) legal counsel, public accountants, or other
persons as to matters the Committee member reasonably believes are within the
person's professional or expert competence; or (3) a Board committee of which
the Committee member is not a member.
Amended: December 10, 2017
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[BLANK BACK COVER]
FORM OF PROXY CARD
------------------
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE BY MAIL
Vote, sign
-34-
Schedule 1
Number of Board and date this Proxy
Card and return in the
postage-paid envelope
VOTE IN PERSON
Attend Shareholder Meeting
120 E. Liberty Drive, Suite 400
Wheaton, Illinois 60187
on April 8, 2019
Please detach at perforation before mailing.
PROXY
[NAME OF FUND]
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 2019
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the [NAME OF FUND], a Massachusetts business
trust, hereby appoints W. Scott Jardine, Kristi A. Maher, James M. Dykas, Donald
P. Swade and Erin E. Klassman as attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned and to
vote on behalf of the undersigned all shares of the Fund that the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund (the
"Meeting") to be held at the Wheaton, Illinois offices of First Trust Advisors
L.P., 120 E. Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 12:00 Noon
Central Time on the date indicated above, and any adjournments Committee Meetings
Held During Each Fund’s Last Fiscal Year
| Fund | Board Meetings | Audit Committee Meetings |
Dividend Committee Meetings | Executive Committee Meetings | Nominating and Governance Committee Meetings | Valuation Committee Meetings |
| Macquarie/First Trust Global Infrastructure/ Utilities Dividend & Income Fund1 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Energy Income and Growth Fund1 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Enhanced Equity Income Fund2 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust/Aberdeen Global Opportunity Income Fund2 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Mortgage Income Fund3 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust/Aberdeen Emerging Opportunity Fund2 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Specialty Finance and Financial Opportunities Fund1 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust High Income Long/Short Fund3 | 8 | 8 | 0 | 0 | 5 | 4 |
| First Trust Energy Infrastructure Fund1 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust MLP and Energy Income Fund3 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Intermediate Duration Preferred & Income Fund3 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust New Opportunities MLP & Energy Fund3 | 7 | 9 | 0 | 0 | 5 | 4 |
| First Trust Dynamic Europe Equity Income Fund2 | 7 | 9 |
0 | 0 | 5 | 4 |
1 For fiscal year ended November 30, 2021.
2 For fiscal year ended December 31, 2021.
3 For postponements
thereof.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meetings of Shareholders and Joint Proxy Statement dated March 4, 2019, and
hereby instructs said attorneys and proxies to vote said shares as indicated
hereon. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournments or
postponements thereof (including, but not limited to, any questions as to
adjournments of the Meeting). A majority of the proxies present and acting at
the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given. This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES SET FORTH.
----------------------- -------------------
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XXXX_30473_022619
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 8, 2019
THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT:
https://www.proxy-direct.com/fir-30473
Please detach at perforation before mailing.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES SET FORTH.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS
EXAMPLE: [X]
A PROPOSAL
1. Election of Two Class III Trustees.
The Board of Trustees recommends that you vote FOR the election of the
two Class III Nominees for a three-year term.
FOR WITHHOLD
01. James A. Bowen [ ] [ ]
02. Niel B. Nielson [ ] [ ]
B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE
COUNTED. -- SIGN AND DATE BELOW
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date
it. When shares are held jointly, each holder should sign. When signing as
attorney, executor, guardian, administrator, trustee, officer of
corporation or other entity or in another representative capacity, please
give the full title under the signature.
DATE (mm/dd/yyyy)-- SIGNATURE 1--Please keep SIGNATURE 2--Please keep
Please print date below signature within the box signature within the box
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xxxxxxxxxxxxxx xxx-30473 M xxxxxxxx
fiscal year ended October 31, 2021.
