As filed with the Securities and Exchange Commission on August 5, 2019.7, 2020.
===============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Section 240.14a-12
FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM 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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
August 2, 20196, 2020
Dear Shareholder:
The accompanying materials relate to the Joint Annual MeetingsMeeting of Shareholders
(collectively, the(the "Meeting") of each fund listed above (each aFirst Trust Senior Floating Rate 2022 Target Term Fund (the
"Fund" and collectively the "Funds"). The Meeting willis scheduled be held at the Wheaton, Illinois offices of
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois
60187, on Monday, September 9, 2019,14, 2020, at 12:00 noon11:45 a.m. Central Time. However, the
time, date and location of the Meeting may be subject to change, or the Meeting
may be held remotely, in light of the ongoing COVID-19 pandemic. Any change to
the time, date or location of the Meeting will be disclosed in a manner
consistent with guidance issued by the Securities and Exchange Commission or its
staff, including the issuance of a press release.
At the Meeting, you will be asked to vote on a proposal to elect two
(for
shareholders of First Trust Senior Floating Rate Income Fund II) or one (for
shareholders of First Trust Senior Floating Rate 2022 Target Term Fund) of the
Trustees of yourthe Fund (the "Proposal") and to transact such other business as may
properly come before the Meeting and any adjournments or postponements thereof.
The Proposal is described in the accompanying Notice of Joint Annual MeetingsMeeting of
Shareholders and Joint Proxy Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot attend
the Meeting, you may participate by proxy. As a Shareholder, you may cast one
vote for each full share of athe 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 castvote by completing and returning your vote onproxy card
in the enclosed proxy card.postage-paid envelope.
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 BoardsBoard
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and will avoid the time and expense to yourthe 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) 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
FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOISWheaton, Illinois 60187
NOTICE OF JOINT ANNUAL MEETINGSMEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 9, 2019To be held on September 14, 2020
August 2, 20196, 2020
To the Shareholders of the above Funds:First Trust Senior Floating Rate 2022 Target Term Fund:
Notice is hereby given that the Joint Annual MeetingsMeeting of Shareholders (collectively, the(the
"Meeting") of the funds listed above (each aFirst Trust Senior Floating Rate 2022 Target Term Fund (the
"Fund" and
collectively the "Funds"), each a Massachusetts business trust, 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, September 9, 2019,14, 2020, at 12:00 noon11:45 a.m.
Central Time, for the following purposes:
1. (a) For First Trust Senior Floating Rate Income Fund II, toTo elect two Trustees (the Class III Trustees) toof the Board of Trustees of such Fund; and
1. (b) For First Trust Senior Floating Rate 2022 Target Term Fund to
elect one Trustee (the
Class II Trustee) to the Board of Trustees of such Fund."Proposal").
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL.
The Board of Trustees of eachthe Fund has fixed the close of business on July
26, 2019June
16, 2020 as the record date for the determination of shareholders of suchthe Fund
entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof.
The time, date and location of the Meeting may be subject to change, or the
Meeting may be held remotely, in light of the ongoing COVID-19 pandemic. Any
change to the time, date or location of the Meeting will be disclosed in a
manner consistent with guidance issued by the Securities and Exchange Commission
or its staff, including the issuance of a press release.
By Order of the BoardsBoard 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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This page intentionally left blank.
FIRST TRUST SENIOR FLOATING RATE INCOME FUND II
FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND
120 EAST LIBERTY DRIVE, SUITEEast Liberty Drive, Suite 400
WHEATON, ILLINOISWheaton, Illinois 60187
JOINT ANNUAL MEETINGSMEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 9, 2019
JOINTTo be held on September 14, 2020
PROXY STATEMENT
AUGUST 2, 2019August 6, 2020
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO
SHAREHOLDERS ON OR ABOUT AUGUST 9, 2019.14, 2020.
This Joint Proxy Statement is furnished in connection with the solicitation of
proxies by the BoardsBoard of Trustees of the funds listed above
(each aFirst Trust Senior Floating Rate 2022 Target
Term Fund (the "Fund" and collectively the "Funds"), each a Massachusetts business trust, for use at the Joint Annual
MeetingsMeeting of Shareholders of the FundsFund scheduled to be held on Monday, September
9, 2019,14, 2020, at 12:00 noon11:45 a.m. Central Time, at the Wheaton, Illinois offices of First
Trust Advisors L.P., the investment advisor to eachthe Fund, located at 120 East
Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any adjournments or
postponements thereof (collectively, the "Meeting"). A Notice of Joint Annual MeetingsMeeting
of Shareholders and a proxy card accompany this Joint Proxy Statement. The Board of Trustees of each Fund has determinedPlease note
that the use of this Joint
Proxy Statement is in the best intereststime, date and location of the FundMeeting may be subject to change, or the
Meeting may be held remotely, in light of the similar
matters being consideredongoing COVID-19 pandemic. Any
change to the time, date or location of the Meeting will be disclosed in a
manner consistent with guidance issued by the Securities and voted on by shareholdersExchange Commission
(the "SEC") or its staff, including the issuance of each Fund.
The following table indicates which Fund's shareholders are solicited with
respect to each matter comprising Proposal 1 (the "Proposal"):
------ ------------------------------------------------------------------------
1.(a) For First Trust Senior Floating Rate Income Fund II (the "Floating
Rate Income Fund"), the election of two (2) Class III Trustees.
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1.(b) For First Trust Senior Floating Rate 2022 Target Term Fund (the
"Target Term Fund"), the election of one (1) Class II Trustee.
------ ------------------------------------------------------------------------a press release.
The principal offices of each of the FundsFund are located at 120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187.
Proxy solicitations by the Fund will be made primarily by mail. However, proxy
solicitationsmail, but may
also be made by telephoneinclude telephonic, electronic or personal interviews conductedoral communication by officers and service
providers of the Funds, including any agents orFund, as well as affiliates of such service providers. The
expense of preparing, printing and mailing the enclosed proxy, the accompanying
notice and this Proxy Statement, and all other costs incurred in connection with
the preparationsolicitation of this Joint Proxy
Statement and its enclosuresproxies to be voted at the Meeting, will be paidborne by the
Funds.Fund. The FundsFund will also reimburse brokerage firms and others for their expenses
in forwarding proxy solicitation materials from the Fund to the person(s) for
whom they hold Fund shares.shares of the Fund.
The close of business on July 26, 2019June 16, 2020 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Meeting and any adjournments or postponements thereof.
EachIn the
event that, for any reason, a new record date is set for the Meeting, a proxy
received from a shareholder who was a shareholder of record on both the Record
Date and the new record date will remain in full force and effect unless
explicitly revoked by the applicable shareholder.
The Fund has one class of shares of beneficial interest, par value $0.01
per share, known as common shares ("Shares").
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING SCHEDULED TO BE HELD ON SEPTEMBER 9, 2019.14, 2020. THIS
JOINT
PROXY STATEMENT IS AVAILABLE ON THE INTERNET AT
HTTPS://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GE5UYPTAGEAO. EACHGCAUGPJZGCHY. THE FUND'S MOST
RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE ON THE INTERNET AT
HTTPS://WWW.FTPORTFOLIOS.COM. TO FIND A REPORT, SELECT YOURTHE FUND UNDER THE
"CLOSED-END FUNDS" TAB, SELECT THE "NEWS & LITERATURE" LINK, AND GO TO THE
"QUARTERLY/SEMI-ANNUAL OR ANNUAL REPORTS" HEADING. IN ADDITION, THE FUNDSFUND WILL
FURNISH, WITHOUT CHARGE, COPIES OF THEIRITS MOST RECENT ANNUAL AND SEMI-ANNUAL
REPORTS TO ANY SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE WRITE TO
FIRST TRUST ADVISORS L.P. ("FIRST TRUST ADVISORS" OR THE "ADVISOR"), AT
120 EAST LIBERTY DRIVE, SUITE 400, WHEATON, ILLINOIS 60187, OR CALL
TOLL-FREE (800) 988-5891.
YOU MAY CALL TOLL-FREE (800) 988-5891 FOR INFORMATION ON HOW TO OBTAIN
DIRECTIONS TO BE ABLE TO ATTEND THE MEETING AND VOTE IN PERSON. AS NOTED ABOVE,
HOWEVER, IN LIGHT OF THE ONGOING COVID-19 PANDEMIC, THE TIME, DATE AND LOCATION
OF THE MEETING MAY BE SUBJECT TO CHANGE, OR THE MEETING MAY BE HELD REMOTELY.
ANY CHANGE TO THE TIME, DATE OR LOCATION OF THE MEETING WILL BE DISCLOSED IN A
MANNER CONSISTENT WITH GUIDANCE ISSUED BY THE SEC OR ITS STAFF, INCLUDING THE
ISSUANCE OF A PRESS RELEASE.
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
NOON11:45 A.M.
CENTRAL TIME, on MONDAY, SEPTEMBER 9, 2019.14, 2020. (However, proxies
received after this date may still be voted in the event the Meeting
is adjourned or postponed to a later date.)
-2-
VOTING
As described further inUnder the Proposal, for each Fund, the affirmative vote
of a pluralityBy-Laws of the Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the outstanding Shares entitled to vote on a matter. For the
purposes of establishing whether a quorum is present with respect to the Fund,
all Shares present in person or by proxy and entitled to vote, at the Meeting will be
required to elect the specified nominee(s) to the Board of Trustees of that Fund
provided a quorum is present. Abstentionsincluding
abstentions and broker non-votes (i.e., Shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or the
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), shall be counted. Any
meeting of shareholders may be postponed. Any meeting of shareholders may, by
action of the chair of the meeting, be adjourned from time to time to a date
(that may be more than 120 days after the date set for the original meeting),
whether or not a quorum is present. In addition, upon motion of the chair of the
meeting, the question of adjournment may be submitted to a vote of the
shareholders, and in that case, any adjournment must be approved by the vote of
holders of a majority of the Shares present and entitled to vote with respect to
the matter or matters adjourned, and without further notice. Unless a proxy is
otherwise limited in this regard, any Shares present and entitled to vote at a
meeting, including those that are represented by broker non-votes, may, at the
discretion of the proxies named therein, be voted in favor of such an
adjournment or adjournments. Any adjourned meeting may be held as adjourned
without further notice if the new date, time and place of the meeting were
announced at the meeting that was adjourned.
As described further in the Proposal set forth in this Proxy Statement, 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 the Fund provided a quorum is present. Abstentions
and broker non-votes 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, for each Fund, unless instructions to the contrary are marked thereon, a properly
executed and returned proxy will be voted FOR"FOR" the Proposal (i.e., the election
of the specified nominee(s)nominees as the Class III Trustees) 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 attending the Meeting and voting his or her
Shares in person, or by timely submitting a letter of revocation or a
later-dated proxy to the applicable Fund at its address above. A 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's Wheaton, Illinois offices, of First Trust Advisors,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 Meeting.copying, use or distribution of the
information contained in the list. Shareholders will need to show valid
identification and proof of Share ownership to be admitted to the Meeting or to
inspect the list of shareholders.
Under the By-Laws of each Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding Shares entitled to vote on a
matter. For the purposes of establishing whether a quorum is present with
respect to a Fund, all Shares present and entitled to vote, including
abstentions and broker non-votes, shall be counted. Any meeting of shareholders
may be postponed prior to the meeting with notice to the shareholders entitled
to vote at that meeting. Any meeting of shareholders may, by action of the
chairman of the meeting, be adjourned without further notice to a time and place
announced at the meeting to permit further solicitation of proxies 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. In addition, upon motion of the chairman
of the meeting, the question of adjournment may be submitted to a vote of the
shareholders, and in that case, any adjournment 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. Unless a proxy is
otherwise limited in this regard, any Shares present and entitled to vote at a
meeting, including broker non-votes, may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment.
-3-
OUTSTANDING SHARES
On the Record Date, eachthe Fund had the following number of35,831,569 Shares outstanding:
---------------------------------------------- -------------- ---------------
TICKER SHARES
FUND SYMBOL(1) OUTSTANDING
---------------------------------------------- -------------- ---------------
FLOATING RATE INCOME FUND FCT 26,696,982
---------------------------------------------- -------------- ---------------
TARGET TERM FUND FIV 35,831,569
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(1) Theoutstanding. Shares of
each of the FundsFund are listed on the New York Stock Exchange ("NYSE").under the ticker symbol FIV.
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.
To the knowledge of the Board of Trustees of eachthe Fund, as of the Record
Date, no single shareholder or "group" (as that term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")), beneficially
owned more than 5% of the Fund's outstanding Shares, except as described in the
following table. A control person is one who owns, either directly or
indirectly, more than 25% of the voting securities of athe Fund or otherwise
acknowledges the existence of control. A party that controls athe Fund may be
able to significantly affect the outcome of any item presented to shareholders
for approval. Information as to beneficial ownership of Shares, including
percentage of outstanding Shares beneficially owned, is based on (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 dates indicated in such filings. The Funds doFund does not
have any knowledge of the identity of the ultimate beneficiaries of the Shares
listed below.
-4-
BENEFICIAL OWNERSHIP OF SHARES
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------ ----------------------------------
NAME AND ADDRESS SHARES BENEFICIALLY % OF OUTSTANDING SHARES
OF BENEFICIAL OWNER OWNED BENEFICIALLY OWNED
-----------------------------------------------------------------------------------------------------------------------
FLOATING RATE INCOME FUND:
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------ ----------------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4804 Deer Lake Dr. E. 8,680,647 Shares 32.52%
Jacksonville, FL 32246
----------------------------------------------------- ------------------------------ ----------------------------------
National Financial Services LLC
499 Washington Blvd. 4,027,632 Shares 15.09%
Jersey City, NJ 07310
----------------------------------------------------- ------------------------------ ----------------------------------
Bank of America Corporation*
Bank of America Corporate Center
100 N. Tryon Street 2,665,131 Shares 9.98%
Charlotte, NC 28255
----------------------------------------------------- ------------------------------ ----------------------------------
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016 1,762,596 Shares 6.60%
----------------------------------------------------- ------------------------------ ----------------------------------
Stifel, Nicolaus & Company, Incorporated
200 Regency Forest Drive
Cary, NC 27518 1,598,780 Shares 5.99%
----------------------------------------------------- ------------------------------ ----------------------------------
Saba Capital Management, L.P.**
Boaz R. Weinstein 1,549,525 Shares 5.80%
405 Lexington Avenue, 58th Floor
New York, NY 10174
----------------------------------------------------- ------------------------------ ----------------------------------
Relative Value Partners Group, LLC***
1033 Skokie Blvd., Suite 470 1,457,759 Shares 5.46%
Northbrook, IL 60062
----------------------------------------------------- ------------------------------ ----------------------------------
TD Ameritade Clearing, Inc.
200 S. 108th Avenue 1,355,391 Shares 5.08%
Omaha, NE 68154
-----------------------------------------------------------------------------------------------------------------------
TARGET TERM FUND:
-----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Smith Barney LLC 12,408,919 Shares 34.63%
1300 Thames Street 13,583,279 Shares 37.91%St.
Baltimore, MD 21231
----------------------------------------------------- ------------------------------ ----------------------------------
Wells Fargo Clearing Services LLC
2801 Market Street 4,729,951 Shares 13.20%1 N. Jefferson Ave.
St. Louis, MO 63103 3,979,978 Shares 11.11%
----------------------------------------------------- ------------------------------ ----------------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4804 Deer Lake Dr. E.
Jacksonville, FL 32246 2,729,7412,810,590 Shares 7.62%
----------------------------------------------------- ------------------------------ ----------------------------------
American Enterprise Investment Services Inc.
682 AMP Financial Center
Minneapolis, MN 55474 2,151,031 Shares 6.00%7.84%
----------------------------------------------------- ------------------------------ ----------------------------------
Stifel, Nicolaus & Company, Incorporated
200 Regency Forest Drive
Cary, NC 27518 1,898,6322,277,459 Shares 5.30%6.36%
----------------------------------------------------- ------------------------------ ----------------------------------
RiverNorth Capital Management, LLC****
325 N. LaSalle Street
Suite 645
1,873,238 Shares 5.23%
Chicago, IL 60654-7030 -----------------------------------------------------------------------------------------------------------------------1,873,238 Shares* 5.23%*
----------------------------------------------------- ------------------------------ ----------------------------------
* Information is according to Amendment No. 10 to Schedule 13G filed with
the SECbased on February 13, 2019.
** Information is according to Schedule 13G filed with the SEC pursuant to a
joint filing agreement on May 24, 2019. The Schedule 13G states that the
reporting persons have shared voting power and shared dispositive power
with respect to the Shares held.
*** Information is according to Schedule 13G filed with the SEC on February
11, 2019.
**** Information is according to Schedule 13G filed with the SEC on February 14, 2018.
-5--4-
PROPOSAL 1:PROPOSAL: ELECTION OF TRUSTEE(S)
EachTWO (2) CLASS III TRUSTEES
TWO (2) CLASS III TRUSTEES ARE TO BE ELECTED TO THE BOARD OF TRUSTEES OF THE
FUND BY HOLDERS OF SHARES OF THE FUND. CURRENT TRUSTEES JAMES A. BOWEN AND
ROBERT F. KEITH ARE THE NOMINEES FOR ELECTION AS THE CLASS III TRUSTEES BY
SHAREHOLDERS OF THE FUND FOR A THREE-YEAR TERM.
The 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. The length of the term of office of
each Trustee is generally three years, and when each Trustee's term begins and
ends depends on the Trustee's designated class. Currently, for each Fund: (1)
Richard E. Erickson and Thomas R. Kadlec are the Class I Trustees; (2) Niel B.
Nielson is the Class II Trustee; and (3) James A. Bowen and Robert F. Keith are
the Class III Trustees.
(A) FOR SHAREHOLDERS OF THE FLOATING RATE INCOME FUND -- ELECTION OF THE
CLASS III TRUSTEES TO THE BOARD OF TRUSTEES OF THE FLOATING RATE INCOME FUND:
Mr. Bowen and Mr. Keith are
currently the Class III Trustees of the
Floating Rate Income Fund for a term expiring at the Meeting
or until their respective successors are elected and qualified. If elected, Mr.
Bowen and Mr. Keith will hold office for a three-year term expiring at the
Floating Rate
Income Fund's 20222023 annual meeting of shareholders.shareholders (if the Fund holds a 2023 annual
meeting of shareholders). Richard E. Erickson, Thomas R. Kadlec and Niel B.
Nielson are current and continuing Trustees. Dr. Erickson and Mr. Kadlec are the
Class I Trustees of the Fund for a term expiring at the Floating Rate Income Fund's 20202021 annual
meeting of shareholders. Mr. Nielson is the Class II Trustee for a
term expiring at the Floating Rate Income Fund's 2021 annual meeting of
shareholders. Each Trustee serves until his successor is elected and qualified,
or until he earlier resigns or is otherwise removed.
(B) FOR SHAREHOLDERS OF THE TARGET TERM FUND -- ELECTION OF THE CLASS II
TRUSTEE TO THE BOARD OF TRUSTEES OF THE TARGET TERM FUND:
Mr. Nielson is currently the Class II Trustee of the Target Term Fund for a
term expiring at the Meeting or until his successor is elected and qualified.
If elected, Mr. Nielson will hold office for a three-year term expiring at the
Target Term Fund's 2022 annual meeting of shareholders (if the Target Term Fund
holds a 2022 annual meeting of shareholders). Mr. Bowen and Mr. Keith are the
Class III Trustees for a term expiring at the Target Term Fund's 2020 annual
meeting of shareholders. Dr. Erickson and Mr. Kadlec are the Class I Trustees
for a term expiring at the Target Term Fund's 2021 annual meeting of
shareholders. Each Trustee serveswill continue to
serve until his successor is elected and qualified, or until he earlier resigns
or is otherwise removed.
REQUIRED VOTE: For each Fund, the nominee(s)The nominees for election toas the Fund's
Board ofClass 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.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 the nominee(s)nominees listed if your proxy card has been
properly executed and timely received by the applicable Fund. If a 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 athe Fund's Board of Trustees in accordance with the Fund's procedures.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH APPLICABLE NOMINEE.
-6--5-
MANAGEMENT
MANAGEMENT OF THE FUNDSFUND
The general supervision of the duties performed for eachthe Fund under its
respective
investment management agreement with the Advisor is the responsibility of thatthe
Fund's Board of Trustees. The Trustees set broad policies for the FundsFund and
choose the Funds'Fund's officers. The following is a list of the Trustees and
executive officers of eachthe Fund and a statement of their present positions and
principal occupations during the past five years, the number of portfolios each
Trustee oversees and the other trusteeships or directorships each Trustee holds,
if applicable. As noted above, eachthe Fund has established a staggered Board of
Trustees consisting of five (5) Trustees divided into three (3) classes: Class
I, Class II and Class III. The length of the term of office of each Trustee is
generally three years, and when each Trustee's term begins and ends depends on
the Trustee's designated class. 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" (as that term is
defined in the Investment Company Act of 1940, as amended ("1940 Act"))
("Interested Trustee"), of the FundsFund due to his position as Chief Executive
Officer of the Advisor. Except for Mr. Bowen, each Trustee is not an "interested
person" (as that term is defined in the 1940 Act) and is therefore referred to
as an "Independent Trustee." The officers of the Fund serve indefinite terms.
The remainder of this page is intentionally left blank.
-7--6-
The following tables identify the Trustees and executive officers of the
Funds.Fund. Unless otherwise indicated, the address of all persons is c/o First Trust
Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------
OTHER
NUMBER OF TRUSTEESHIPS
PORTFOLIOS IN OR
TERM OF OFFICE(1) THE FIRST TRUST DIRECTORSHIPS
POSITION(S) AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE
NAME AND HELD WITH ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5
YEAR OF BIRTH FUNDSFUND APPOINTED(2) YEARS TRUSTEE YEARS
------------------------------------------------------------------------------------------------------------------------
Richard E. Erickson Trustee Class I Physician; Officer, Wheaton 162184 None
1951 Orthopedics; Limited
Since Fund Partner, Gundersen Real
Inception Estate Limited Partnership
(June 1992 to
December 2016); Member,
Sportsmed LLC (April 2007
to November 2015)
------------------------------------------------------------------------------------------------------------------------
Thomas R. Kadlec Trustee Class I President, ADM Investor 162184 Director of ADM
1957 Services, Inc. (Futures Investor
Since Fund Commission Merchant) Services, Inc.,
Inception ADM Investor
Services
International,
Futures Industry
Association, and
National Futures
Association
------------------------------------------------------------------------------------------------------------------------
Robert F. Keith Trustee Class III President, Hibs Enterprises 162184 Director of Trust
1956 Nominee (Financial and Management Company of
Since June 2006 Consulting) Illinois
(Floating Rate
Income Fund)
Since Fund
Inception
(Target Term
Fund)
------------------------------------------------------------------------------------------------------------------------
Niel B. Nielson Trustee Class II Senior Advisor (August 2018 162 Director of184 None
1954 to present), Managing Covenant
Since Fund Director and Chief Operating
Transport Inc.
Inception Officer (January 2015 to
(May 2003 to
August 2018), Pelita Harapan May 2014)
Educational Foundation
(Educational Products and
Services); President and
Chief Executive Officer
(June 2012 to
September 2014), Servant
Interactive LLC (Educational
Products and Services);
President and Chief
Executive Officer (June 2012
to September 2014), Dew
Learning LLC (Educational
Products and Services)
------------------------------------------------------------------------------------------------------------------------
-8--7-
INTERESTED TRUSTEE
------------------------------------------------------------------------------------------------------------------------
OTHER
NUMBER OF TRUSTEESHIPS
PORTFOLIOS IN OR
TERM OF OFFICE(1) THE FIRST TRUST DIRECTORSHIPS
POSITION(S) AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE
NAME AND HELD WITH ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5
YEAR OF BIRTH FUNDSFUND APPOINTED(2) YEARS TRUSTEE YEARS
------------------------------------------------------------------------------------------------------------------------
James A. Bowen(3) Trustee andChairman of Class III Chief Executive Officer, 162184 None
1955 Chairman ofthe Board Nominee First Trust Advisors L.P.
the Board Since Fundand Trustee and First Trust Portfolios
InceptionSince Fund L.P.; Chairman of the Board
Inception of Directors, BondWave LLC
(Software Development
Company) and Stonebridge
Advisors LLC (Investment
Advisor)
------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS
------------------------------------------------------------------------------------------------------------------------
TERM OF OFFICE(1)
NAME AND POSITIONS AND AND LENGTH OF PRINCIPAL OCCUPATION(S)
YEAR OF BIRTH OFFICES WITH FUNDS SERVICE(2) DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------
James M. Dykas President and Indefinite Term Managing Director and Chief Financial Officer
1966 Chief Executive (January 2016 to present), Controller
Officer Since 2012Fund (January 20122011 to January 2016), Senior Vice
Inception President (April 2007 to January 2016), First
Trust Advisors L.P. and First Trust Portfolios
L.P.; Chief Financial Officer (January 2016 to
present), BondWave LLC (Software Development
Company) and Stonebridge Advisors LLC
(Investment Advisor)
------------------------------------------------------------------------------------------------------------------------
Donald P. Swade Treasurer, Chief Indefinite Term Senior Vice President (July 2016 to present),
1972 Financial Officer Vice President (April 2012 to July 2016),
and Chief Since 2016Fund First Trust Advisors L.P. and First Trust
Accounting Officer Inception Portfolios L.P.
------------------------------------------------------------------------------------------------------------------------
W. Scott Jardine Secretary and Indefinite Term General Counsel, First Trust Advisors L.P. and
1960 Chief Legal First Trust Portfolios L.P.; Secretary and
Officer Since Fund General Counsel, BondWave LLC (Software
Inception Development Company); Secretary, Stonebridge
Advisors LLC (Investment Advisor)
------------------------------------------------------------------------------------------------------------------------
Daniel J. Lindquist Vice President Indefinite Term Managing Director, First Trust Advisors L.P.
1970 and First Trust Portfolios L.P.
Since 2005Fund
Inception
------------------------------------------------------------------------------------------------------------------------
Kristi A. Maher Chief Compliance Indefinite Term Deputy General Counsel, First Trust Advisors
1966 Officer and L.P. and First Trust Portfolios L.P.
Assistant Chief
Secretary Chief Compliance
Officer since 2011 and
Assistant
Secretary since
2004Fund Inception
------------------------------------------------------------------------------------------------------------------------
(1) Currently, Richard E. Erickson and Thomas R. Kadlec, as the Class I
Trustees, are each serving a term (a) foruntil the Floating Rate Income Fund
until such Fund's 20202021 annual meeting of shareholders or
until their respective successors are elected and qualified and (b) for the Target
Term Fund until such Fund's 2021 annual meeting of shareholders or until
their respective successors are elected and qualified. Currently, Niel B.
Nielson, as the Class II Trustee, is serving a term (a) foruntil the Floating
Rate Income Fund until such Fund's 20212022
annual meeting of shareholders (if the Fund holds a 2022 annual meeting of
shareholders) or until his successor is elected and qualified and (b) for the Target Term
Fund until the Meeting or until his successor is elected and qualified.
Currently, James A.
Bowen and Robert F. Keith, as the Class III Trustees, are each serving a
term (a) for the Floating Rate Income Fund until the Meeting or until their respective successors are elected and qualified and
(b) for the Target Term Fund until such Fund's 2020 annual meeting of
shareholders or until their respective successors are elected
and qualified. Executive officers of the FundsFund have an indefinite term.
(2) For executive officers, unless otherwise specified, length of servicetime served
represents the year the person first became an executive officer of athe
Fund. Except as otherwise provided below, all Trustees and executive
officers were elected or appointed in connection with a Fund's inception.
Robert F. Keith was appointed Trustee of all then-existing funds in the
First Trust Fund Complex in June 2006. James M. Dykas was elected (a)
Treasurer, Chief Financial Officer and Chief Accounting Officer of all
then-existing funds in the First Trust Fund Complex in January 2012,
effective January 23, 2012 and (b) President and Chief Executive Officer
of all then-existing funds in the First Trust Fund Complex in December
2015, effective January 2016. Donald P. Swade was elected Treasurer, Chief
Financial Officer and Chief Accounting Officer of all then-existing funds
in the First Trust Fund Complex in December 2015, effective January 2016.
Daniel J. Lindquist was elected Vice President of all then-existing funds
in the First Trust Fund Complex on December 12, 2005. Kristi A. Maher was
elected Chief Compliance Officer of all then-existing funds in the First
Trust Fund Complex in December 2010, effective January 1, 2011; before
January 1, 2011, W. Scott Jardine served as Chief Compliance Officer.
(3) Mr. Bowen is deemed an "interested person" of the FundsFund due to his position
as Chief Executive Officer of First Trust Advisors L.P., investment
advisor of the Funds.Fund.
-9-
UNITARY BOARD LEADERSHIP STRUCTURE
The same five persons serve as Trustees on eachthe Fund's Board of Trustees and
on the boards of all other funds in the First Trust Fund Complex (the "First
Trust Funds"), which is known as a "unitary" board leadership structure. The
unitary board structure was adopted for the First Trust Funds because of the
efficiencies it achieves with respect to the governance and oversight of the
First Trust Funds. Each First Trust Fund is subject to the rules and regulations
-8-
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 Funds, 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") 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.
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'Fund's 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 four Independent Trustees and one Interested Trustee. The Interested
Trustee serves as the Chairman of the Board of eachthe Fund. An individual who is
not a Trustee serves as President and Chief Executive Officer of eachthe Fund.
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'Fund's service providers,
particularly the Advisor; and (iv) any other duties that the Independent
Trustees may delegate to the Lead Independent Trustee. The Lead Independent
Trustee is selected by the Independent Trustees and serves a three-year term or
until his successor is selected. Richard E. EricksonNiel B. Nielson currently serves as the Lead
Independent Trustee.
The Board has established four standing committees (as described below) and
has delegated certain of its responsibilities to those committees. The Board and
its committees meet frequently throughout the year to oversee the Funds'Fund's
activities, review contractual arrangements with and performance of service
providers, oversee compliance with regulatory requirements, and review Fund
performance. The Independent Trustees are represented by independent legal
counsel at all Board and committee meetings (other than meetings of the ExecutiveDividend
and Pricing Committee). Generally, the Board acts by majority vote of all the
Trustees, except where a different vote is required by applicable law.
-10-
The three Committee Chairmen and the Lead Independent Trustee currently
rotate every three years in serving as Chairman of the Audit Committee, the
Nominating and Governance Committee or the Valuation 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,Fund, the First Trust Fund Complex includes: 1516 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 threefive portfolios advised by First Trust Advisors; and
-9-
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, 141160 portfolios (each such
portfolio, an "ETF" and each such exchange-traded fund, an "ETF Trust") advised
by First Trust Advisors.
The four standing committees of the Board are: the Executive Committee
(also known as the Dividend and Pricing Committee), the Nominating and
Governance Committee, the Valuation Committee and the Audit 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 eachthe Fund's Declaration of Trust and By-Laws. The members of
the Executive Committee of athe Fund are authorized to exercise all of the powers
and authority of the Board in respect of the issuance and sale, through an
underwritten public offering, of the Shares of the Fund and all other such
matters relating to such financing, including determining the price at which
such Shares are to be sold, approval of the final terms of the underwriting
agreement, and approval of the members of the underwriting syndicate. 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 the Executive Committee held for each Fund during itsFund's last fiscal year, is shown on Schedule 1 hereto.the Executive Committee/Dividend and Pricing
Committee held 12 meetings.
The Nominating and Governance Committee of eachthe Fund is responsible for
appointing and nominating persons to the Fund's Board of Trustees of that Fund.Trustees. Messrs.
Erickson, Kadlec, Keith and Nielson are members of the Nominating and Governance
Committee, and each is an Independent Trustee who is also an "independent
director" within the meaning of the listing rules of the primary national
securities exchangesexchange on which the Funds'Fund's shares are listed for trading. The
Nominating and Governance Committee operates under a written charter adopted and
approved by the Board, a copy of which is available on the Funds'Fund's website at
https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage). If
there is no current or anticipated vacancy on the Board of Trustees of athe Fund,
the BoardNominating and Governance Committee 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. When a
vacancy on the Board of Trustees of athe Fund occurs or is anticipated to occur
and nominations are sought to fill such vacancy, the Nominating and Governance
Committee may seek nominations from those sources it deems appropriate in its
discretion, including shareholders of the applicable Fund. 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 athe Fund, shareholders of the applicable Fund shall mail such recommendation to
W. Scott Jardine, Secretary, at 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187. 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
-11-
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 (seecandidate. In addition, in connection with any shareholder
nominating a person for election as a Trustee, such shareholder must obtain from
the Secretary a questionnaire to be completed by the nominee and returned and
received by the Secretary at the principal executive offices of the Fund no
later than ten (10) business days after the Secretary sends such questionnaire
to the shareholder. (See also "ADDITIONAL INFORMATION - SHAREHOLDER PROPOSALS"
-10-
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 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
shall the Nominating and Governance Committee evaluate nominees recommended by a
shareholder of athe Fund on a basis substantially different than that used for
other nominees for the same election or appointment of Trustees. The number of
meetings ofDuring the
Fund's last fiscal year, the Nominating and Governance Committee held for each Fund during
its last fiscal year is shown on Schedule 1 hereto.five
meetings.
The Valuation Committee of eachthe Fund is responsible for the oversight of the
valuation procedures of thatthe Fund (the "Valuation Procedures"), for determining
the fair value of thatthe Fund's securities or other assets under certain
circumstances as described in the Valuation Procedures, and for evaluating the
performance of any pricing service for thatthe Fund. Messrs. Erickson, Kadlec, Keith
and Nielson are members of the Valuation Committee. The
number of meetings ofDuring the Fund's last
fiscal year, the Valuation Committee held for each Fund during its last
fiscal year is shown on Schedule 1 hereto.five meetings.
The Audit Committee of eachthe Fund is responsible for overseeing thatthe Fund's
accounting and financial reporting process, the system of internal controls,
audit process and evaluating and appointing independent auditors (subject also
to Board approval). The Audit Committee operates under a written charter adopted
and approved by the Board, a copy of which is attached as Exhibit A hereto, and
is available on the Funds'Fund's website at
https://www.ftportfolios.com (go to News & Literature on the applicable Fund's webpage).
Messrs. Erickson, Kadlec, Keith and Nielson, all of whom are "independent
directors" within the meaning of the listing rules of the primary national
securities exchange on which the Funds'Fund's shares are listed for trading, serve on
the Audit Committee. Messrs. Kadlec and Keith have each been determined to
qualify as an "Audit Committee Financial Expert" as such term is defined in Form
N-CSR. The number of meetings ofDuring the Fund's last fiscal year, the Audit Committee held for each Fund during its last fiscal year is shown in
Schedule 1 hereto.seven
meetings.
In carrying out its responsibilities, as described below under "INDEPENDENT
AUDITORS' FEES--Pre-Approval," the Audit Committee pre-approves all audit
services and permitted non-audit services for eachthe Fund (including the fees and
terms thereof) and non-audit services to be performed for the Advisor by
Deloitte & Touche LLP ("Deloitte & Touche"), the Funds'Fund's independent registered
public accounting firm ("independent auditors"), if the engagement relates
directly to the operations and financial reporting of the Funds.
The number of meetings ofFund.
During the Board and committees of the Board held by
each Fund during itsFund's last fiscal year, is shown in Schedule 1 hereto. With
respect to each Fund, each Trustee, with the exception of Mr.
Bowen, attended at least 75% of the aggregate number of meetings of the Board
and of each committee on which the Trustee served during suchthe Fund's last fiscal
year. With respect toDuring the Floating Rate Income Fund, during such Fund's last fiscal year, Mr. Bowen attended 100% (6(11 out of 6)11)
of the regular and special Board meetings, but approximately 8% (1 out of 12) of the Dividend and Pricing Committee meetings.
-12-
With respect to the Target Term Fund, Mr. Bowen attended approximately 86% (6
out of 7) of the regular and special Board meetings, but approximately 8% (117% (2 out of 12)
of the Dividend and Pricing Committee meetings. All of the Dividend and Pricing
Committee meetings that Mr. Bowen did not attend were for ordinary course
dividend declarations. In general, before such Dividend and Pricing Committee
meetings were held, Mr. Bowen was informed of the applicable dividend
recommendations.
RISK OVERSIGHT
As part of the general oversight of eachthe Fund, the Board is involved in the
risk oversight of the Funds.Fund. The Board has adopted and periodically reviews
policies and procedures designed to address the Funds'Fund's risks. Oversight of
-11-
investment and compliance risk including oversight of sub-advisors, is performed primarily at the Board level in
conjunction with the Advisor's advisory oversight group and the Funds'Fund's Chief
Compliance Officer ("CCO"). Oversight of other risks also occurs at the
Committee level. The Advisor's advisory oversight group reports to the Board at
quarterly meetings regarding, among other things, Fund performance and the
various drivers of such performance
as well as information related to sub-advisors and their operations and
processes.performance. The Board reviews reports on the Funds'Fund's and
the service providers' compliance policies and procedures at each quarterly
Board meeting and receives an annual report from the CCO regarding the
operations of the Funds'Fund's and the service providers' compliance program.programs. In
addition, the Independent Trustees meet privately each quarter with the CCO. The
Audit Committee reviews with the Advisor the Funds'Fund's major financial risk
exposures and the steps the Advisor has taken to monitor and control these
exposures, including the Funds'Fund's risk assessment and risk management policies and
guidelines. The Audit Committee also, as appropriate, reviews in a general
manner the processes other Board committees have in place with respect to risk
assessment and risk management. The Nominating and Governance Committee monitors
all matters related to the corporate governance of the Funds.Fund. The Valuation
Committee monitors valuation risk and compliance with the Funds'Fund's Valuation
Procedures and oversees the pricing services and actions by the Advisor's
Pricing Committee with respect to the valuation of portfolio securities.
Not all risks that may affect the FundsFund can be identified nor can controls
be developed to eliminate or mitigate their occurrence or effects. It may not be
practical or cost-effective to eliminate or mitigate certain risks, the
processes and controls employed to address certain risks may be limited in their
effectiveness, and some risks are simply beyond the reasonable control of the
FundsFund or the Advisor or other service providers. For instance, as the use of
Internet technology has become more prevalent, the FundsFund and theirits service
providers have become more susceptible to potential operational risks through
breaches in cyber security (generally, intentional and unintentional events that
may cause athe Fund or a service provider to lose proprietary information, suffer
data corruption or lose operational capacity). There can be no guarantee that
any risk management systems established by the Funds, theirFund, its service providers, or
issuers of the securities in which the Funds investFund invests to reduce cyber security
risks will succeed, and the FundsFund cannot control such systems put in place by
service providers, issuers or other third parties whose operations may affect
the FundsFund and/or theirits shareholders. Moreover, it is necessary to bear certain
risks (such as investment related risks) to achieve athe Fund's goals. As a
result of the foregoing and other factors, the Funds'Fund's ability to manage risk is
subject to substantial limitations.
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
-13-
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 service providers, including any
affiliates of these entities. In addition, to avoid potential conflicts of
interest, no Trustee may also serve as a trustee or director of any other
registered fund under the 1940 Act not advised or sub-advised by the Advisor or
any of its affiliates. Further, no Trustee may also serve as a trustee or
director on a board of more than three operating companies with a class of
shares registered under the 1934 Act.
The Board believes that a collegial working relationship is crucial to the
efficiency and functionality of the operations of the Board. This includes
respect for the views of others, the freedom to share and express views which
will be seriously considered by other Board members, and a commitment to shared
responsibility that no single member or small group dominates discussion or
decision-making.
-12-
Listed below for the nominees 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 the nominees and each continuing Trustee
should serve as a trustee.
Independent Trustees
Richard E. Erickson, M.D., is an orthopedic surgeon. He also has been
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 LeadNOMINEES
--------
Independent Trustee and on the
Executive Committee (2008 - 2009), 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 on the Executive Committee and the Dividend and Pricing Committee (since
January 1, 2017) of the First Trust Funds.
Thomas R. Kadlec is President of ADM Investor Services Inc. ("ADMIS"), a
futures commission merchant and wholly-owned subsidiary of the Archer Daniels
Midland Company ("ADM"). Mr. Kadlec has been employed by ADMIS and its
affiliates since 1990 in various accounting, financial, operations and risk
management capacities. Mr. Kadlec serves on the boards of several international
affiliates of ADMIS and is a member of ADM's Integrated Risk Committee, which is
tasked with the duty of implementing and communicating enterprise-wide risk
management. In 2014, Mr. Kadlec was elected to the board of the Futures Industry
Association. In 2017, Mr. Kadlec was elected to the board of the National
Futures Association. Mr. Kadlec has served as a Trustee of each Fund since its
inception and of the First Trust Funds since 2003. Mr. Kadlec also served on the
Executive Committee from the organization of the first First Trust Closed-end
Fund in 2003 until he was elected as the first Lead Independent Trustee in
December 2005, serving as such through 2007 and 2014 - 2016. He also served as
Chairman of the Valuation Committee (2008 - 2009), 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
Valuation Committee (since January 1, 2017) and as a member of the Executive
Committee and the Dividend and Pricing Committee (since January 1, 2014) of the
First Trust Funds.
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's expansion of its Management Services division into
Europe, the Middle East and Asia. Mr. Keith has served as a Trustee of the Fund
since its inception and of the First Trust Funds since June 2006. Mr. Keith has
also served as Chairman of the Audit Committee (2008 - 2009)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 -14-
on the Executive Committee
(2012 - 2016) of the First Trust Funds. He currently serves as Chairman of the
Nominating and Governance Committee (since January 1, 2020) of the DividendFirst Trust
Funds.
Interested Trustee
James A. Bowen is the Chairman of the Board of the First Trust Funds and
PricingChief 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 36 years of experience in the investment company business in sales, sales
management and executive management. Mr. Bowen has served as a Trustee of the
Fund since its inception and of the First Trust Funds since 1999.
CONTINUING TRUSTEES
-------------------
Independent Trustees
Richard E. Erickson, M.D., is an orthopedic surgeon. He also has been
President of Wheaton Orthopedics, a co-owner and director of a fitness center
and a limited partner of two real estate companies. Dr. Erickson has served as a
Trustee of the Fund since its inception and of the First Trust Funds since 1999.
Dr. Erickson has also served as the Lead Independent Trustee (2008 - 2009 and
2017 - 2019) and on the Executive Committee (2008 - 2009 and 2017 - present),
Chairman of the Nominating and Governance Committee (2003 - 2007 and 2014 -
2016), Chairman of the Valuation Committee (June 2006 - 2007 and 2010 - 2011)
and Chairman of the Audit Committee (2012 - 2013) of the First Trust Funds. He
currently serves as Chairman of the Valuation Committee (since January 1, 2020)
of the First Trust Funds.
Thomas R. Kadlec is President of ADM Investor Services Inc. ("ADMIS"), a
futures commission merchant and wholly-owned subsidiary of the Archer Daniels
Midland Company ("ADM"). Mr. Kadlec has been employed by ADMIS and its
affiliates since 1990 in various accounting, financial, operations and risk
management capacities. Mr. Kadlec serves on the boards of several international
-13-
affiliates of ADMIS and served as a member of ADM's Integrated Risk Committee
from 2008 - 2018, which was tasked with the duty of implementing and
communicating enterprise-wide risk management. In 2014, Mr. Kadlec was elected
to the board of the Futures Industry Association. In 2017, Mr. Kadlec was
elected to the board of the National Futures Association. Mr. Kadlec has served
as a Trustee of the Fund since its inception and of the First Trust Funds since
2003. Mr. Kadlec also served on the Executive Committee from the organization of
the first First Trust closed-end fund in 2003 through 2005 (and 2014 - 2019)
until he was elected as the first Lead Independent Trustee in December 2005,
serving as such through 2007 (and 2014 - 2016). He also served as Chairman of
the Valuation Committee (2008 - 2009 and 2017 - 2019), Chairman of the Audit
Committee (2010 - 2011) and Chairman of the Nominating and Governance Committee
(2012 - 2013) of the First Trust Funds. He currently serves as Chairman of the
Audit Committee (since January 1, 2017)2020) of the First Trust Funds.
Niel B. Nielson, Ph.D., has been the Senior Advisor of Pelita Harapan
Educational Foundation, a global provider of educational products and services,
since August 2018. Prior thereto, Mr. Nielson served as the Managing Director
and Chief Operating Officer of Pelita Harapan Educational Foundation for three
years. Mr. Nielson formerly served as President and Chief Executive Officer of
Servant Interactive LLC (providing educational products and services) from June
2012 to September 2014, and he served as President and Chief Executive Officer
of Dew Learning LLC from June 2012 to September 2014. Mr. Nielson formerly
served as President of Covenant College (2002 - 2012), and as a partner and
trader (of options and futures contracts for hedging options) for Ritchie
Capital Markets Group (1996 - 1997), where he held an administrative management
position at this proprietary derivatives trading company. He also held prior
positions in new business development for ServiceMaster Management Services
Company, and in personnel and human resources for NationsBank of North Carolina,
N.A. and Chicago Research and Trading Group, Ltd. ("CRT"). His international
experience includes serving as a director of CRT Europe, Inc. for two years,
directing out of London all aspects of business conducted by the U.K. and
European subsidiary of CRT. Prior to that, Mr. Nielson was a trader and manager
at CRT in Chicago. Mr. Nielson has served as a Trustee of eachthe 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) 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 35 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.
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 eachthe Fund hold the same positions with each fund
in the First Trust Fund Complex (representing 162184 portfolios) as they hold with
the Funds.
-15-Fund.
-14-
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDSFUND BY TRUSTEES AND EXECUTIVE
OFFICERS
The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in eachthe Fund and the dollar range
of equity securities beneficially owned by the Trustees in all funds in the
First Trust Fund Complex, including the Funds,Fund, as of December 31, 2018:2019:
------------------------ ------------------ ---------------------------------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
------------------------ ------------------ ---------------------------------------------------------------------------
Richard E. Niel B.
FUND
James A. Bowen Erickson Thomas R. Kadlec Robert F. Keith Nielson
------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
FLOATING RATE INCOME $50,001-$100,000 $1-$10,000 $1-$10,000 $0 $1-$10,000
FUND (4,955 Shares) (355 Shares) (600 Shares) (0 Shares) (356 Shares)
------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
$0 $0 $0 $0 $0
TARGET TERMTHE FUND (0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES IN Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000
THE FIRST TRUST FUND
COMPLEX OVERSEEN BY
TRUSTEE
------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
The Independent Trustees have adopted a policy that establishes the
expectation that each Independent Trustee will have invested an amount in the
funds in the First Trust Fund Complex he oversees in the aggregate of at least
one year's annual retainer for Board service, with investments allocated among
the funds in the First Trust Fund Complex depending on what is suitable for the
Trustee's personal investment needs.
As of December 31, 2018,2019, the Independent Trustees and their immediate
family members did not own, beneficially or of record, any class of securities
of First Trust Advisors or any sub-advisor or principal underwriter of anythe Fund or any person,
other than a registered investment company, directly or indirectly controlling,
controlled by, or under common control with First Trust Advisors or any
sub-advisor or principal underwriter of anythe Fund, nor, since the beginning of the most recently
completed fiscal year of anythe Fund, did any Independent Trustee purchase or sell
securities of First Trust Advisors, or any sub-advisor to any fund in the First
Trust Fund Complex, their parents or any subsidiaries of any of the foregoing.
As of December 31, 2018,2019, the Trustees and executive officers of eachthe Fund as
a group beneficially owned the following number ofno Shares of each Fund, which
is less than 1% of each Fund's Shares outstanding:
------------------------------------------------------- ----------------------
FUND SHARES OWNED
------------------------------------------------------- ----------------------
FLOATING RATE INCOME FUND 6,466
------------------------------------------------------- ----------------------
TARGET TERM FUND 0
------------------------------------------------------- ----------------------the Fund.
COMPENSATION
FromEffective January 1, 2016 through December 31, 2018,2019, the fixed annual retainer paid to the
Independent Trustees was $230,000$255,000 per year and an annual per fund fee of $2,500
for each closed-end fund and actively managed fund and $250 for each index fund.
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
-16-
the First Trust Fund Complex. Additionally, the Lead
Independent Trustee is paid $30,000 annually, the Chairmen of the Audit
Committee or Valuation Committee are each paid $20,000 annually and the Chairman
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 funds in the First Trust Fund Complex for travel and out-of-pocket
expenses incurred in connection with all meetings. Each Committee Chairman and
the Lead Independent Trustee rotate every three years.
During the Fund's last fiscal year, the Board of Trustees held 11 meetings.
-15-
The aggregate fees and expenses paid to all Trustees by eachthe Fund for its
last fiscal year (including reimbursement for travel and out-of-pocket expenses)
amounted to the following:
------------------------------------------------------- ------------------------
AGGREGATE FEES AND
FUND EXPENSES PAID
------------------------------------------------------- ------------------------
FLOATING RATE INCOME FUND $16,427
------------------------------------------------------- ------------------------
TARGET TERM FUND $16,391
------------------------------------------------------- ------------------------$16,463.
The following table sets forth certain information regarding the
compensation of eachthe Fund's Trustees (including reimbursement for travel and
out-of-pocket expenses) for eachthe Fund's most recently completed fiscal year. The
Funds haveFund has no retirement or pension plans. The executive officers and the
Interested Trustee of eachthe Fund receive no compensation from the FundsFund for serving
in such capacities.
AGGREGATE COMPENSATION FOR EACHTHE FUND'S FISCAL YEAR
---------------------------------------------------------------------------------------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
------------------------------------------------------ -------------- -----------------------------------------------------------
James A. Richard E. Thomas R. Robert F. Niel B.
FUND Bowen Erickson Kadlec Keith Nielson
------------------------------------------------------ -------------- -------------- -------------- -------------- --------------
FLOATING RATE INCOMETHE FUND $0 $4,146 $4,095 $4,128 $4,058
------------------------------------------------------ -------------- -------------- -------------- -------------- --------------
TARGET TERM FUND $0 $4,134 $4,087 $4,117 $4,053$4,116 $4,107 $4,094
------------------------------------------------------ -------------- -------------- -------------- -------------- --------------
TOTAL COMPENSATION FOR SERVING THE FIRST TRUST
$0 $424,710 $413,499 $414,497 $403,375
FUND COMPLEX(1) ---------------------------------------------------------------------------------------------------------------------------------$0 $458,125 $451,450 $454,098 $440,930
------------------------------------------------------ -------------- -------------- -------------- -------------- --------------
(1) For the calendar year ended December 31, 20182019 for services to four
portfolios of First Trust Series Fund and three portfolios of First Trust
Variable Insurance Trust, open-end funds; 15 closed-end funds; and 139149
series of the ETF Trusts. Compensation includes, with respect to certain
ETFs, compensation paid by the Advisor rather than by the ETF directly
pursuant to the terms of the advisory agreement between the applicable ETF
Trust and the Advisor.
ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
Each Fund'sThe Board of Trustees seeks to have as many Trustees as possible in attendance at
annual meetings of shareholders. The policy of the Nominating and Governance
Committee relating to attendance by Trustees at annual meetings of shareholders
is contained in the Funds'Fund's Nominating and Governance Committee Charter, which is
available on eachthe Fund's website located at https://www.ftportfolios.com (go to
News & Literature on the applicable Fund's webpage). In addition, for each Fund, the Board's attendance of the Board of Trustees at
last year's annual shareholder meeting is available on suchthe Fund's website
located at https://www.ftportfolios.com. To find the Board of Trustees'Board's attendance, select
yourthe Fund under the "Closed-End Funds" tab, select the "News & Literature" link,
and go to the "Shareholder Updates and Information" heading.
-17-
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Trustees in its
oversight of the Funds'Fund's accounting and financial reporting process. The Audit
Committee operates pursuant to a charter (the "Charter") that was most recently
reviewed by the Board of Trustees on December 10, 2018,9, 2019, a copy of which is
attached as Exhibit A hereto, and is available on eachthe Fund's website located at https://www.ftportfolios.com (go to
News & Literature on the applicable Fund's webpage). As set forth in the Charter,
management of the Fund management has the primary responsibility for establishing and
maintaining systems for accounting, reporting, disclosure and internal controls.
The Funds'Fund's independent auditors have the primary responsibility to plan and
implement an audit, with proper consideration given to the accounting, reporting
and internal controls.
In performing its oversight function, the Audit Committee reviewed and
discussed with Fund management and the independent auditors, Deloitte & Touche LLP,
the audited financial statements of First Trust Senior Floating Rate Income
Fund II and First Trust Senior Floating Rate 2022 Target Termthe Fund for the fiscal year ended May 31,
20192020 at a meeting held on July 18, 2019,20, 2020 and discussed the audits of such
financial statements with the independent auditors and Fund
management.
-16-
In addition, the Audit Committee discussed with the independent auditors
the accounting principles applied by the FundsFund and such other matters brought to
the attention of the Audit Committee by the independent auditors as required by
the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard 1301,
Communications with Audit Committees. The Audit Committee also received from the
independent auditors the written disclosures and letter required by PCAOB Ethics
and Independence Rule 3526, Communication with Audit Committees Concerning
Independence, delineating relationships between the independent auditors and the
Funds,Fund, and discussed the impact that any such relationships may have on the
objectivity and independence of the independent auditors.
The members of the Funds'Fund's Audit Committee are not full-time employees of
the FundsFund and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Funds'Fund's Audit
Committee necessarily rely on the information provided to them by Fund
management and the independent auditors. Accordingly, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Funds'Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the independent auditors are in fact "independent."
Based on its consideration of the Funds'Fund's audited financial statements and
the discussions referred to above with Fund management and Deloitte & Touche
LLP, and subject to the limitations on the responsibilities and role of the
Audit Committee as set forth in the Charter and discussed above, the Audit
Committee recommended to the Board the inclusion of eachthe Fund's audited financial
statements in eachthe Fund's Annual Report to Shareholders for the fiscal
year ended May
31, 2019.2020.
Submitted by the Audit Committee of the Funds:Fund:
Thomas R. Kadlec
Robert F. Keith
Richard E. Erickson
Niel B. Nielson
Thomas R. Kadlec
-18-
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent auditors
for eachthe Fund for its current fiscal year, and acted as the independent auditors
for eachthe Fund for its most recently completed fiscal year. Deloitte & Touche has
advised the FundsFund that, to the best of its knowledge and belief, Deloitte &
Touche professionals did not have any direct or material indirect ownership
interest in the FundsFund inconsistent with independent professional standards
pertaining to independent registered public accounting firms. Representatives of
Deloitte & Touche are not expected to be present at the Meeting, but will have
the opportunity to make a statement if they desire to do so and will be
available should any matter arise requiring their presence. In reliance on Rule
32a-4 under the 1940 Act, eachthe Fund is not seeking shareholder ratification of
the selection of Deloitte & Touche as independent auditors.
-17-
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has
billed eachthe Fund and the Advisor for the fees set forth below.
--------------------------------- --------------------- -------------------- -------------------- ---------------------- -----------------------------------------
AUDIT FEES(1) AUDIT-RELATED TAX ALL OTHER
AUDIT FEES(1) FEES FEES(2) FEES
--------------------------------- --------------------- -------------------- -------------------- ---------------------- -----------------------------------------
FEES BILLED TO: 2018 2019 20182020 2019 20182020 2019 20182020 2019 2020
--------------------------------- ----------- --------- --------- ---------- --------- ----------- -------- ----------- ---------- ---------- -------------------
FLOATING RATE INCOME FUND
Fund $57,000 $57,000 $0 $0 $4,450 $5,200 $5,288 $0 $0
Advisor N/A N/A $0 $0 $0 $0 $0 $0
--------------------------------- ----------- --------- --------- ---------- --------- ----------- -------- ----------- ---------- ---------- ---------
TARGET TERM FUND
Fund $57,000 $57,000 $0 $0 $5,200 $5,200 $0 $0
Advisor N/A N/A $0 $0 $0 $0 $0 $0
--------------------------------- ---------- --------- ----------- -------- ----------- ---------- ---------- ---------
(1) These fees were the aggregate fees billed for professional services for
the audit of the Fund's annual financial statements and services that are
normally provided in connection with statutory and regulatory filings or
engagements.
(2) These fees were for tax consultation and/or tax return preparation.preparation and
professional services rendered for PFIC (Passive Foreign Investment
Company) Identification Services.
Non-Audit Fees
During each of the last two fiscal years of the Funds,Fund, Deloitte & Touche has
billed eachthe Fund and the Advisor for the non-audit fees listed below for services
provided to the entities indicated.
AGGREGATE NON-AUDIT FEES
------------------------------- -------------------- ----------------------------------------------------------------- ---------------- ---------------
FEES BILLED TO: 2018 2019 ------------------------------- -------------------- -------------------
FLOATING RATE INCOME FUND
Fund $4,450 $5,200
Advisor $48,190(1) $19,800(2)
------------------------------- -------------------- -------------------
TARGET TERM FUND2020
---------------------------------------------- ---------------- ---------------
Fund $5,200 $5,200$5,288
Advisor $48,190(1) $19,800(2)
------------------------------- -------------------- -------------------$19,800(1) $60,670(2)
---------------------------------------------- ---------------- ---------------
(1) These fees relate to 2016 and 2017were for federal and state tax matters and consulting fees.professional
services rendered for an Illinois Private Letter Ruling.
(2) These fees were for federal and state tax matters and servicesprofessional fees
related to Illinois Private Letter Ruling.
-19-
the First Trust Security Assessment Project.
Pre-Approval
Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval
Policy, the Audit Committee of eachthe Fund is responsible for the pre-approval of
all audit services and permitted non-audit services (including the fees and
terms thereof) to be performed for eachthe Fund by its independent auditors. The
Chairman of the Audit Committee is authorized to give such pre-approvals on
behalf of the Audit Committee up to $25,000 and report any such pre-approval to
the full Audit Committee.
The Audit Committee is also responsible for the pre-approval of the
independent auditors' engagements for non-audit services with the Advisor and
any entity controlling, controlled by or under common control with the Advisor
that provides ongoing services to the respective Fund, if the engagement relates directly
to the operations and financial reporting of the Funds,Fund, subject to the de minimis
exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If
the independent auditors have provided non-audit services to the Advisor or any
entity controlling, controlled by or under common control with the Advisor that
provides ongoing services to the respective Fund that were not pre-approved pursuant to its
policies, the Audit Committee will consider whether the provision of such
non-audit services is compatible with the auditors' independence.
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.
-18-
Because the Audit Committee has not been informed of any such services, the
Audit Committee of eachthe Fund has not considered whether the provision of
non-audit services that were rendered to the Advisor and any entity controlling,
controlled by, or under common control with the Advisor that provides ongoing
services to the respective Fund that were not pre-approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
-19-
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
Shareholder Proposals for Inclusion in athe Fund's Proxy Statement. To be
considered for presentation at the 20202021 annual meeting of shareholders of athe
Fund and included in the Fund's proxy statement relating to such meeting, a
shareholder proposal must be submitted pursuant to Rule 14a-8 under the 1934 Act
("Rule 14a-8") and must be received at the principal executive offices of the applicable Fund not later
than April 13, 2020. Such a proposal will be included
in a Fund's proxy statement if it meets the requirements of Rule 14a-8. Timely19, 2021. However, timely submission of a proposal does not mean that
such proposal will be included in athe Fund's proxy statement.
Other Shareholder Proposals. In addition to any requirements ofunder
applicable law, including without limitation the proxy rules under the 1934 Act,
and the Fund's Declaration of Trust, under the Funds'Fund's By-Laws, any proposal to
elect any person nominated by shareholders for election as Trustee and any other
proposals by shareholders may only be brought before an annual meeting of athe
Fund if timely written notice (the "Shareholder Notice") is provided to the
Secretary of the Fund (the "Secretary") and the other conditions summarized
below are met. In accordance with the advance notice provisions included in the
Funds'Fund's By-Laws, unless a greater or lesser period is required under applicable
law, to be timely, the Shareholder Notice must be delivered to or mailed and
received at
-20-
the Fund's principal executive offices, Attn: W. Scott Jardine,
Secretary, not less than forty-five (45) days nor more than sixty (60) days
prior to the first anniversary date of the date of the proxy statement released
to shareholders for the preceding year's annual meeting. However, if and only if
the annual meeting is not scheduled to be held within a period that commences
thirty (30) days before the first anniversary date of the annual meeting for the
preceding year and ends thirty (30) days after such anniversary date (an annual
meeting date outside such period being referred to herein as an "Other Annual
Meeting Date"), such Shareholder Notice must be given as described above by the
later of the close of business on (i) the date forty-five (45) days prior to
such Other Annual Meeting Date or (ii) the tenth (10th) business day following
the date such Other Annual Meeting Date is first publicly announced or
disclosed.
Any shareholder submitting a nomination of any person or persons (as the
case may be) for election as a Trustee or Trustees of athe Fund is required to
deliver, as part of such Shareholder Notice: (i) a statement in writing setting
forth: (A) the name, age, date of birth, business address, residence address and
nationality of the person or persons to be nominated; (B) the class or series
and number of all Shares of the Fund owned of record or beneficially by each
such person or persons, as reported to such shareholder by such nominee(s); (C)
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) under 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 connection
with any shareholder nominating a person for election as a Trustee, such
shareholder must obtain from the Secretary a questionnaire to be completed by
the nominee and returned and received by the Secretary at the principal
executive offices of the Fund no later than ten (10) business days after the
Secretary sends such questionnaire to the shareholder. 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. Additionally, to be eligible for
-20-
election as a Trustee, any shareholder nominee for Trustee must be in attendance
at the meeting at which such nominee is to stand for election.
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
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;proposed,
and if the proposal involves nominee(s) for Trustees, a representation from each
shareholder nominee for Trustee that such nominee intends to appear in person at
the shareholder meeting; (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.
-21-
In addition,Further, 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
Shareholders of athe Fund who want to communicate with the Board of Trustees
or any individual Trustee should write the Fund to the attention of the Fund
Secretary, W. Scott Jardine. The letter should indicate that you are a Fund
shareholder. If the communication is intended for a specific Trustee and so
indicates, it will be sent only to that Trustee. If a communication does not
indicate a specific Trustee, it will be sent to the Chairman 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, ADMINISTRATOR AND TRANSFER AGENT
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187, serves as eachthe Fund's investment advisor. First Trust Advisors is
also responsible for providing certain clerical, bookkeeping and other
administrative services to eachthe Fund and also provides fund reporting services to
eachthe Fund for a flat annual fee. First Trust Advisors is a limited partnership
with one limited partner, Grace Partners of DuPage L.P. ("Grace Partners"), and
one general partner, The Charger Corporation. Grace Partners is a limited
partnership with one general partner, The Charger Corporation, and a number of
limited partners. The Charger Corporation is an Illinois corporation controlled
by James A. Bowen, the Chief Executive Officer of First Trust Advisors and the
sole Interested Trustee of the Fund.
-21-
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 eachthe Fund.
SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require the
Funds'Fund's Trustees, the Funds'Fund's officers subject to such provisions, certain persons
affiliated with First Trust Advisors, and persons who beneficially own more than
10% of athe Fund'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, eachthe Fund believes that during the fiscal
year ended May 31, 2019,2020, all such filing requirements applicable to such persons
were met.
FISCAL YEAR
The fiscal year end for eachthe Fund is May 31.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of eachthe Fund following
the Fund's fiscal year end. EachThe Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report as available upon request. Such written
or oral requests should be made by writing to the Advisor at 120 East Liberty
Drive, Suite 400, Wheaton, Illinois 60187 or by calling toll-free (800)
988-5891.
Please note that only one annual or semi-annual report or proxy statement
may be delivered to two or more shareholders of athe Fund who share an address,
unless the Fund has received instructions to the contrary. To request a separate
-22-
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 OTHER FIRST TRUST CLOSED-END FUNDS
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.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the Proposal, 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.Fund.
August 2, 20196, 2020
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIESYOUR SHARES BE RETURNED PROMPTLY. SHAREHOLDERSREPRESENTED AT THE MEETING. IN ORDER TO
AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE THEREFORE
URGED TOREPRESENTED, PLEASE VOTE AS
PROMPTLY AS POSSIBLE. YOU MAY VOTE EASILY AND QUICKLY. PLEASE COMPLETE SIGN, DATE AND RETURN THEMAIL
YOUR PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
--------------------------------------------------------------------------------
-23--22-
SCHEDULE 1
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND'S LAST FISCAL YEAR
------------------------------ -------------- ----------------- ----------------------- ---------------- -----------------
NOMINATING
EXECUTIVE AND
AUDIT COMMITTEE/DIVIDEND AND GOVERNANCE VALUATION
BOARD COMMITTEE PRICING COMMITTEE COMMITTEE COMMITTEE
FUND MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
------------------------------ -------------- ----------------- ----------------------- ---------------- -----------------
FLOATING RATE INCOME FUND 6 6 12 4 4
------------------------------ -------------- ----------------- ----------------------- ---------------- -----------------
TARGET TERM FUND 7 6 12 5 4
------------------------------ -------------- ----------------- ----------------------- ---------------- -----------------
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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
A-2
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,
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.
A-3
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
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
A-8[BLANK BACK COVER]
PROXY CARD
-- FCT
---------------------------
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VOTE IN PERSON
Attend Shareholder Meeting
scheduled to be held at
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
on September 9, 201914, 2020
Please detach at perforation before mailing.
PROXY
FIRST TRUST SENIOR FLOATING RATE INCOME2022 TARGET TERM FUND II
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 9, 201914, 2020
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the First Trust Senior Floating Rate Income2022
Target Term Fund, II, a Massachusetts business trust (the "Fund"), hereby appoints
W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, Donald P. Swade and James
M. Dykas 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") that is
scheduled to be held at the offices of First Trust Advisors L.P., 120 East
Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 12:00 noon11:45 a.m. Central Time on
the date indicated above, and any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Jointthe Annual MeetingsMeeting
of Shareholders and Joint Proxy Statement dated August 2, 2019,6, 2020, and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting and any adjournments or postponements thereof
(including, but not limited to, any questions as to adjournment 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.
----------------------- -------------------
----------------------- -------------------
FIV_31461_080520
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
FCT_30829_072919xxxxxxxxxxxxxx |code|
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 9, 201914, 2020
THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT:
https://www.proxy-direct.com/fir-30829fir-31461
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. Robert F. Keith [ ] [ ][_] [_]
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, 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
----------------------- ------------------------ ------------------------
/ /
----------------------- ------------------------ ------------------------
Scanner bar code
xxxxxxxxxxxxxx FCT 30829 M xxxxxxxx
PROXY CARD -- FIV
-----------------
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
EASY VOTING OPTIONS:
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VOTE IN PERSON
Attend Shareholder Meeting
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
on September 9, 2019
Please detach at perforation before mailing.
PROXY
FIRST TRUST SENIOR FLOATING RATE 2022 TARGET TERM FUND
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 9, 2019
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the First Trust Senior Floating Rate 2022
Target Term Fund, a Massachusetts business trust (the "Fund"), hereby appoints
W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, Donald P. Swade and James
M. Dykas 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 offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187, at 12:00 noon Central Time on the date indicated
above, and any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Joint Annual
Meetings of Shareholders and Joint Proxy Statement dated August 2, 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
adjournment 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 NOMINEE SET FORTH.
----------------------- -------------------
----------------------- -------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
FIV_30829_072919
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 9, 2019
THE JOINT PROXY STATEMENT AND PROXY CARD FOR THIS MEETING ARE AVAILABLE AT:
https://www.proxy-direct.com/fir-30829
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 NOMINEE SET FORTH.
TO VOTE, MARK ONE BLOCK BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X]
A PROPOSAL
1. ELECTION OF ONE CLASS II TRUSTEE.
The Board of Trustees recommends that you vote FOR the election of the
Class II Nominee for a three-year term.
FOR WITHHOLD
01. Niel B. Nielson [ ] [ ]
B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE
COUNTED. -- SIGN AND DATE BELOW
Note: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, 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
----------------------- ------------------------ ------------------------
/ /
----------------------- ------------------------ ------------------------
Scanner bar code
xxxxxxxxxxxxxx FIV 3082931461 M xxxxxxxx