As filed with the Securities and Exchange Commission on March 19, 2018.
===============================================================================
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 ss. 240.14a-12
First Trust Mortgage Income Fund
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)
------------------------------------------------------------------------------
(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:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
FIRST TRUST MORTGAGE INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
March 19, 2018
Dear Shareholder:
The accompanying materials relate to the Annual Meeting of Shareholders
(the "Meeting") of First Trust Mortgage Income Fund (the "Fund"). The Meeting
will be held at the Austin, Texas offices of First Trust Advisors L.P., 500 W.
5th Street, Suite 9202, Austin, Texas 78701, on Monday, April 23, 2018, at 12:15
p.m. Central Time.
At the Meeting, you will be asked to vote on the following:
1. The election of two Trustees (Proposal 1);
2. If properly presented at the Meeting, a shareholder proposal requesting
the Board of Trustees of the Fund to authorize a self-tender offer
(Proposal 2); and
3. Any other business that may properly come before the Meeting and any
adjournments or postponements thereof.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL 1 AND "AGAINST" PROPOSAL 2.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT, ESPECIALLY IN LIGHT
OF THE SHAREHOLDER PROPOSAL (PROPOSAL 2), WHICH IS UNANIMOUSLY OPPOSED BY THE
BOARD OF TRUSTEES OF THE FUND. If you cannot attend the Meeting, you may
participate by proxy. As a shareholder, you cast one vote for each full share of
the 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 vote, either by completing and returning your proxy card in the enclosed
postage-paid envelope, by telephone or through the Internet.
VOTING TAKES ONLY A FEW MINUTES. Each Shareholder's vote is important.
Your prompt response will be much appreciated.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
/s/ James A. Bowen
James A. Bowen
Chairman of the Board
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS OR HOW
TO VOTE YOUR SHARES, PLEASE CALL THE FUND'S PROXY SOLICITOR, AST FUND SOLUTIONS,
LLC, AT (800) 290-6429 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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FIRST TRUST MORTGAGE INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 23, 2018
at
500 W. 5th Street
Suite 9202
Austin, Texas 78701
March 19, 2018
To the Shareholders of First Trust Mortgage Income Fund:
Notice is hereby given that the Annual Meeting of Shareholders
(collectively, the "Meeting") of First Trust Mortgage Income Fund (the "Fund"),
a Massachusetts business trust, will be held at the Austin, Texas offices of
First Trust Advisors L.P., 500 W. 5th Street, Suite 9202, Austin, Texas 78701,
on Monday, April 23, 2018, at 12:15 p.m. Central Time, for the following
purposes:
1. To elect two Trustees (the Class II Trustees) of the Fund (Proposal 1).
2. If properly presented at the Meeting, to vote on a shareholder proposal
requesting the Board of Trustees of the Fund to authorize a self-tender
offer (Proposal 2).
3. 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" PROPOSAL
1 AND "AGAINST" PROPOSAL 2.
The Board of Trustees of the Fund has fixed the close of business on
January 31, 2018 as the record date for the determination of shareholders of the
Fund entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof.
By Order of the Board of Trustees,
/s/ W. Scott Jardine
W. Scott Jardine
Secretary
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. IN ORDER TO
AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS
PROMPTLY AS POSSIBLE. YOU MAY VOTE EASILY AND QUICKLY BY MAIL, TELEPHONE OR
THROUGH THE INTERNET. TO VOTE BY MAIL, PLEASE COMPLETE AND MAIL YOUR PROXY CARD
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. ALTERNATIVELY, SHAREHOLDERS MAY
VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSALS OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUND'S PROXY SOLICITOR,
AST FUND SOLUTIONS, LLC, AT (800) 290-6429 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
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FIRST TRUST MORTGAGE INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
ANNUAL MEETING OF SHAREHOLDERS
To be held on April 23, 2018
at
500 W. 5th Street
Suite 9202
Austin, Texas 78701
PROXY STATEMENT
March 19, 2018
THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO
SHAREHOLDERS ON OR ABOUT MARCH 23, 2018.
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of First Trust Mortgage Income Fund (the
"Fund"), a Massachusetts business trust, for use at the Annual Meeting of
Shareholders of the Fund to be held on Monday, April 23, 2018, at 12:15 p.m.
Central Time, at the Austin, Texas offices of First Trust Advisors L.P., the
investment advisor to the Fund, located at 500 W. 5th Street, Suite 9202,
Austin, Texas 78701, and at any adjournments or postponements thereof
(collectively, the "Meeting"). A Notice of Annual Meeting of Shareholders and a
proxy card accompany this Proxy Statement.
The principal offices of the Fund are located at 120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187.
Proxy solicitations will be made primarily by mail, but may include
telephonic, electronic or oral communication by officers and service providers
of the Fund, as well as affiliates of such service providers. A proxy
solicitation firm, AST Fund Solutions, LLC, has also been engaged to provide
proxy solicitation services, including mail and tabulation services, as well as
services to facilitate voting, at a cost which is expected to be a total of
approximately $20,000. 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 solicitation of proxies to be voted at the
Meeting, will be borne by the Fund. The Fund will also reimburse brokerage firms
and others for their expenses in forwarding proxy solicitation materials to the
person(s) for whom they hold shares of the Fund.
The close of business on January 31, 2018 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.
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 TO BE HELD ON APRIL 23, 2018. THIS PROXY STATEMENT IS
AVAILABLE ON THE INTERNET AT
HTTPS://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GEADRCTIGCAO. 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 THE 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 FUND WILL
FURNISH, WITHOUT CHARGE, COPIES OF ITS 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.
-2-
VOTING
Under the By-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 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 the 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 to a time and place announced at the
meeting to permit further solicitation of proxies without further notice with
respect to one or more matters to be considered at such meeting, whether or not
a quorum is present with respect to such matter. 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.
The required votes for the proposals included in this Proxy Statement are:
PROPOSAL 1: As described further in Proposal 1 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 Class
II Trustees of the Fund provided a quorum is present. Abstentions and broker
non-votes will have no effect on the approval of Proposal 1.
PROPOSAL 2: If properly presented at the Meeting, the affirmative vote of
a majority of the Shares voted in person or by proxy will be required to approve
the shareholder proposal, described further in Proposal 2, to request the Board
of Trustees of the Fund to authorize a self-tender offer. Abstentions and broker
non-votes are not considered votes cast and, therefore, will have no effect on
the approval of Proposal 2.
For shareholders voting by mail, if the enclosed proxy card is properly
executed and returned in time to be voted at the Meeting, the Shares represented
thereby will be voted in accordance with the instructions marked thereon, or, if
no instructions are marked thereon, will be voted in the discretion of the
persons named on the proxy card. Accordingly, unless instructions to the
contrary are marked thereon, a properly executed and returned proxy will be
voted "FOR" the election of each nominee specified in Proposal 1, "AGAINST"
Proposal 2, and at the discretion of the named proxies on any other matters that
may properly come before the Meeting, as deemed appropriate.
The New York Stock Exchange ("NYSE") permits broker-dealers to vote their
customers' shares on certain routine matters when the broker-dealers have not
received voting instructions from their customers. The election of Trustees is
an example of a routine matter on which broker-dealers may vote this way.
Broker-dealers may not vote their customers' shares on non-routine matters, such
as shareholder proposals, including Proposal 2, unless they have received voting
instructions from their customers. For this reason, if you beneficially own
Shares that are held in "street name" through a broker-dealer, you are strongly
encouraged to give your broker-dealer specific instructions as to how you want
your Shares to be voted.
-3-
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 Fund at its address above. A list of shareholders
entitled to notice of and to be present and to vote at the Meeting will be
available at the Advisor's Austin, Texas offices, located at 500 W. 5th Street,
Austin, Texas 78701, for inspection by any shareholder during regular business
hours prior to the Meeting. 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.
-4-
OUTSTANDING SHARES
On the Record Date, the Fund had 4,213,115 Shares outstanding. Shares of
the Fund are listed on the NYSE under the ticker symbol FMY. 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 the 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 (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 the Fund or otherwise acknowledges the
existence of control. A party that controls the 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") by shareholders on the date indicated in such
filings. The Fund does not have any knowledge of the identity of the ultimate
beneficiaries of the Shares listed below.
BENEFICIAL OWNERSHIP OF SHARES
--------------------------------------------------------- ---------------------------- --------------------------------
NAME AND ADDRESS SHARES BENEFICIALLY % OF OUTSTANDING SHARES
OF BENEFICIAL OWNER OWNED BENEFICIALLY OWNED
--------------------------------------------------------- ---------------------------- --------------------------------
Sit Investment Associates, Inc. 1,673,162 Shares 39.71%
Sit Fixed Income Advisors II, LLC(1)
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
--------------------------------------------------------- ---------------------------- --------------------------------
The Northern Trust Company
801 S. Canal Street 766,873 Shares 18.20%
Chicago, IL 60607
--------------------------------------------------------- ---------------------------- --------------------------------
State Street Bank and Trust Company 579,380 Shares 13.75%
1776 Heritage Drive
North Quincy, MA 02171
--------------------------------------------------------- ---------------------------- --------------------------------
1607 Capital Partners, LLC(2)
13 S. 13th Street, Suite 400
Richmond, VA 23219 529,706 Shares 12.60%
and
The Walt Disney Company Retirement Plan Master Trust
500 South Buena Vista Street 274,518 Shares 6.50%
Burbank, CA 91521-0500
--------------------------------------------------------- ---------------------------- --------------------------------
Edward D. Jones & Co.
201 Progress Parkway 372,732 Shares 8.85%
Maryland Heights, MO 63043
--------------------------------------------------------- ---------------------------- --------------------------------
National Financial Services, LLC
499 Washington Blvd. 320,695 Shares 7.61%
Jersey City, NJ 07310
--------------------------------------------------------- ---------------------------- --------------------------------
Wells Fargo Clearing Services LLC
2801 Market Street 241,087 Shares 5.72%
St. Louis, MO 63103
--------------------------------------------------------- ---------------------------- --------------------------------
1 Information is according to Amendment No. 8 to Schedule 13D filed with the
SEC pursuant to a joint filing agreement on January 2, 2018. The Schedule
13D states that the reporting persons have shared voting power and shared
dispositive power with respect to the Shares held.
2 Information is according to Schedule 13G/A (Amendment No. 6) filed with the
SEC pursuant to a joint filing agreement on February 13, 2018. The Schedule
13G/A states that (a) 1607 Capital Partners, LLC, an investment adviser, is
the beneficial owner of Shares based on having voting power which includes
the power to vote, or to direct the voting of, such securities and
investment power which includes the power to dispose, or to direct the
disposition of, such securities and (b) The Walt Disney Company Retirement
Plan Master Trust is a client of 1607 Capital Partners, LLC and is the
beneficial owner of Shares solely due to being able to terminate without
condition the investment management agreement with 1607 Capital Partners,
LLC in less than sixty days.
-5-
PROPOSAL 1: ELECTION OF TWO (2) CLASS II TRUSTEES
TWO (2) CLASS II TRUSTEES ARE TO BE ELECTED TO THE BOARD OF TRUSTEES OF THE FUND
BY HOLDERS OF SHARES OF THE FUND. CURRENT TRUSTEES RICHARD E. ERICKSON AND
THOMAS R. KADLEC ARE THE NOMINEES FOR ELECTION AS THE CLASS II 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. Richard E. Erickson and Thomas R.
Kadlec are currently the Class II Trustees of the Fund for a term expiring at
the Meeting or until their respective successors are elected and qualified. If
elected, Dr. Erickson and Mr. Kadlec will hold office for a three-year term
expiring at the Fund's 2021 annual meeting of shareholders. James A. Bowen, Niel
B. Nielson and Robert F. Keith are current and continuing Trustees. Mr. Bowen
and Mr. Nielson are Class III Trustees for a term expiring at the Fund's 2019
annual meeting of shareholders. Mr. Keith is the Class I Trustee for a term
expiring at the Fund's 2020 annual meeting of shareholders. Each Trustee serves
until his successor is elected and qualified, or until he earlier resigns or is
otherwise removed.
REQUIRED VOTE: The nominees for election as the Class II Trustees must be
elected by the affirmative vote of the holders of a plurality of the Shares of
the Fund, cast in person or by proxy at the Meeting and entitled to vote
thereon, provided a quorum is present. Abstentions and broker non-votes will
have no effect on the approval of the proposal. Proxies cannot be voted for a
greater number of persons than the number of seats open for election.
If you are voting by submitting a proxy card, unless you give contrary
instructions on your proxy card, your Shares will be voted FOR the election of
each nominee listed if your proxy card has been properly executed and timely
received by the Fund. If either 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 the Fund's Board
of Trustees in accordance with the Fund's procedures.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH NOMINEE.
-6-
MANAGEMENT
MANAGEMENT OF THE FUND
The general supervision of the duties performed for the Fund under its
investment management agreement with the Advisor is the responsibility of the
Fund's Board of Trustees. The Trustees set broad policies for the Fund and
choose the Fund's officers. The following is a list of the Trustees and
executive officers of the 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, the 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 of the Fund serve indefinite terms.
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 Fund 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 remainder of this page is intentionally left blank.
-7-
The following tables identify the Trustees and executive officers of the
Funds. Unless otherwise indicated, the address of all persons is c/o First Trust
Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.
INDEPENDENT TRUSTEES
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OTHER
NUMBER OF TRUSTEESHIPS
PORTFOLIOS IN OR
TERM OF OFFICE(1) THE FIRST TRUST DIRECTORSHIPS
AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE
NAME AND POSITION(S) ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5
YEAR OF BIRTH HELD WITH FUND APPOINTED(2) YEARS TRUSTEE YEARS
-----------------------------------------------------------------------------------------------------------------------
Richard E. Erickson Trustee Class II Physician and Officer, 153 None
1951 Nominee Wheaton Orthopedics;
Limited Partner, Gundersen
Since inception Real Estate Limited
Partnership (June 1992 to
December 2016); Member,
Sportsmed LLC (April 2007
to November 2015)
-----------------------------------------------------------------------------------------------------------------------
Thomas R. Kadlec Trustee Class II President, ADM Investor 153 Director of ADM
1957 Nominee Services, Inc. (Futures Investor
Commission Merchant) Services, Inc.,
Since inception ADM Investor
Services
International,
Futures Industry
Association and
National Futures
Association
-----------------------------------------------------------------------------------------------------------------------
Robert F. Keith Trustee Class I President, Hibs Enterprises 153 Director of Trust
1956 (Financial and Management Company of
Since 2006 Consulting) Illinois
-----------------------------------------------------------------------------------------------------------------------
Niel B. Nielson Trustee Class III Managing Director and Chief 153 Director of
1954 Operating Officer (January Covenant
Since inception 2015 to present), Pelita Transport Inc.
Harapan Educational (May 2003 to
Foundation (Educational May 2014)
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)
-----------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
OTHER
NUMBER OF TRUSTEESHIPS
PORTFOLIOS IN OR
TERM OF OFFICE(1) THE FIRST TRUST DIRECTORSHIPS
AND YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX HELD BY TRUSTEE
NAME AND POSITION(S) ELECTED OR DURING PAST 5 OVERSEEN BY DURING PAST 5
YEAR OF BIRTH HELD WITH FUND APPOINTED(2) YEARS TRUSTEE YEARS
-----------------------------------------------------------------------------------------------------------------------
James A. Bowen(3) Trustee and Class III Chief Executive Officer, 153 None
1955 Chairman of First Trust Advisors L.P.
the Board Since and First Trust Portfolios
inception L.P.; Chairman of the Board
of Directors, BondWave LLC
(Software Development
Company) and Stonebridge
Advisors LLC (Investment
Advisor)
-----------------------------------------------------------------------------------------------------------------------
-8-
EXECUTIVE OFFICERS
------------------------------------------------------------------------------------------------------------------------
TERM OF OFFICE(1)
NAME AND POSITIONS AND AND LENGTH OF PRINCIPAL OCCUPATION(S)
YEAR OF BIRTH OFFICES WITH FUND 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 2012 (January 2012 to January 2016), Senior Vice
President (April 2007 to January 2016), First
Trust Advisors L.P. and First Trust Portfolios
L.P.; Chief Financial Officer, BondWave LLC
(Software Development Company) (January 2016
to present) and Stonebridge Advisors LLC
(Investment Advisor) (January 2016 to present)
------------------------------------------------------------------------------------------------------------------------
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 2016 First Trust Advisors L.P. and First Trust
Accounting Officer 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 inception General Counsel, BondWave LLC (Software
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 2005
------------------------------------------------------------------------------------------------------------------------
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 Compliance
Officer since
2011 and
Assistant
Secretary since
inception
------------------------------------------------------------------------------------------------------------------------
1 Currently, Richard E. Erickson and Thomas R. Kadlec, as the Class II
Trustees, are each serving a term for the Fund until the Meeting or until
their respective successors are elected and qualified. James A. Bowen and
Niel B. Nielson, as the Class III Trustees, are each serving a term until
the Fund's 2019 annual meeting of shareholders or until their respective
successors are elected and qualified. Robert F. Keith, as the Class I
Trustee, is serving a term until the Fund's 2020 annual meeting of
shareholders or until his successor is elected and qualified. Executive
officers of the Fund have an indefinite term.
2 For executive officers, unless otherwise specified, length of time served
represents the year the person first became an executive officer of the
Fund. Except as otherwise provided below, all Trustees and executive
officers were elected or appointed in 2005. 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. 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. 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.
3 Mr. Bowen is deemed an "interested person" of the Fund due to his position
as Chief Executive Officer of First Trust Advisors L.P., investment advisor
of the Fund.
UNITARY BOARD LEADERSHIP STRUCTURE
The same five persons serve as Trustees on the 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
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, all of the First Trust
Funds that are closed-end funds (the "First Trust Closed-end Funds") are managed
by the Advisor and, except for First Trust Intermediate Duration Preferred &
Income Fund and First Trust Dynamic Europe Equity Income Fund, they employ
common service providers for custody, fund accounting, administration and
transfer agency that provide substantially similar services to the First Trust
Closed-end Funds pursuant to substantially similar contractual arrangements.
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
-9-
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 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 the Fund. An individual who is
not a Trustee serves as President and Chief Executive Officer of the 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 activities 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 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. Erickson 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 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
Executive Committee). Generally, the Board acts by majority vote of all the
Trustees, except where a different vote is required by applicable law.
The three Committee 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 past Lead
Independent Trustee also serve on the Executive Committee with the Interested
Trustee.
Including the Fund, the First Trust Fund Complex includes: 16 closed-end
funds advised by First Trust Advisors; First Trust Series Fund, an open-end
management investment company with four portfolios advised by First Trust
Advisors; First Trust Variable Insurance Trust, an open-end management
investment company with three portfolios advised by First Trust Advisors; and
First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II, First
Trust Exchange-Traded Fund III, First Trust Exchange-Traded Fund IV, First Trust
Exchange-Traded Fund V, First Trust Exchange-Traded Fund VI, First Trust
Exchange-Traded Fund VII, First Trust Exchange-Traded Fund VIII, First Trust
Exchange-Traded AlphaDEX(R) Fund and First Trust Exchange-Traded AlphaDEX(R)
Fund II, exchange-traded funds with, in the aggregate, 130 portfolios (each such
portfolio, an "ETF" and each such exchange-traded fund, an "ETF Trust") advised
by First Trust Advisors.
-10-
The four standing committees of the Board are: the Executive Committee
(and 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 the Fund's
Declaration of Trust and By-Laws. The members of the Executive Committee of the
Fund also serve as a special committee of the Board known as the Dividend and
Pricing Committee which is 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, Mr. Bowen and Dr. Erickson are members of the Executive Committee.
During the Fund's last fiscal year, the Executive Committee held 12 meetings.
The Nominating and Governance Committee of the Fund is responsible for
appointing and nominating persons to the Fund's Board of 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 exchange on which the 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 Fund's website at
https://www.ftportfolios.com (go to News & Literature on the applicable Fund's
webpage). If there is no vacancy on the Board of Trustees of the Fund, the Board
will not actively seek recommendations from other parties, including
shareholders. In 2014, the Board of Trustees adopted a mandatory retirement age
of 75 for Trustees, beyond which age Trustees are ineligible to serve. The
Nominating and Governance Committee Charter provides that the Committee will not
consider new trustee candidates who are 72 years of age or older or will turn 72
years old during the initial term. When a vacancy on the Board of Trustees of
the Fund occurs 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 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 the Fund, shareholders of the Fund shall
mail such recommendation to W. Scott Jardine, Secretary, at 120 East Liberty
Drive, Suite 400, Wheaton, Illinois 60187. Such recommendation shall include the
following information: (i) evidence of Fund ownership of the person or entity
recommending the candidate (if a Fund shareholder); (ii) a full description of
the proposed candidate's background, including their education, experience,
current employment and date of birth; (iii) names and addresses of at least
three professional references for the candidate; (iv) information as to whether
the candidate is an "interested person" in relation to the Fund, as such term is
defined in the 1940 Act, and such other information that may be considered to
impair the candidate's independence; and (v) any other information that may be
helpful to the Committee in evaluating the candidate (see also "ADDITIONAL
INFORMATION - SHAREHOLDER PROPOSALS" below). If a recommendation is received
with satisfactorily completed information regarding a candidate during a time
when a vacancy exists on the Board or during such other time as the 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. Recommendations received at any other time
will be kept on file until such time as the Nominating and Governance Committee
is accepting recommendations, at which point they may be considered for
nomination. 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
-11-
shareholder of the Fund on a basis substantially different than that used for
other nominees for the same election or appointment of Trustees. During the
Fund's last fiscal year, the Nominating and Governance Committee held four
meetings.
The Valuation Committee of the Fund is responsible for the oversight of
the valuation procedures of that Fund (the "Valuation Procedures"), for
determining the fair value of the 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 the Fund. Messrs.
Erickson, Kadlec, Keith and Nielson are members of the Valuation Committee.
During the Fund's last fiscal year, the Valuation Committee held four meetings.
The Audit Committee of the Fund is responsible for overseeing the 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 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 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. During the Fund's last fiscal
year, the Audit Committee held 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 the Fund (including the fees
and terms thereof) and non-audit services to be performed for the Advisor by
Deloitte & Touche LLP ("Deloitte & Touche"), the Fund's independent registered
public accounting firm ("independent auditors"), if the engagement relates
directly to the operations and financial reporting of the Fund.
RISK OVERSIGHT
As part of the general oversight of the Fund, the Board is involved in the
risk oversight of the Fund. The Board has adopted and periodically reviews
policies and procedures designed to address the Fund's risks. Oversight of
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 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. The Board reviews reports on the 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 Fund's and the
service providers' compliance program. In addition, the Independent Trustees
meet privately each quarter with the CCO. The Audit Committee reviews with the
Advisor the Fund's major financial risk exposures and the steps the Advisor has
taken to monitor and control these exposures, including the 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 Fund. The Valuation Committee monitors valuation
-12-
risk and compliance with the 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 Fund 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
Fund or the Advisor or other service providers. For instance, as the use of
Internet technology has become more prevalent, the Fund and its service
providers have become more susceptible to potential operational risks through
breaches in cyber security (generally, intentional and unintentional events that
may cause the 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 Fund, its service providers, or
issuers of the securities in which the Fund invests to reduce cyber security
risks will succeed, and the Fund cannot control such systems put in place by
service providers, issuers or other third parties whose operations may affect
the Fund and/or its shareholders. Moreover, it is necessary to bear certain
risks (such as investment related risks) to achieve the Fund's goals. As a
result of the foregoing and other factors, the 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 nomination of Trustees. The Nominating and
Governance Committee seeks to establish an effective Board with an appropriate
range of skills and diversity, including, as appropriate, differences in
background, professional experience, education, vocations, and other individual
characteristics and traits in the aggregate. Each Trustee must meet certain
basic requirements, including relevant skills and experience, time availability,
and if qualifying as an Independent Trustee, independence from the Advisor,
sub-advisors, underwriters or other service providers, including any affiliates
of these entities.
Listed below for each nominee and each continuing Trustee are the
experiences, qualifications and attributes that led to the conclusion, as of the
date of this Proxy Statement, that each nominee and each continuing Trustee
should serve as a trustee.
NOMINEES
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 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
-13-
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 the Fund since its
inception. 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.
CONTINUING TRUSTEES
Independent Trustees
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 First
Trust Funds since June 2006. Mr. Keith has also served as Chairman of the Audit
Committee (2008 - 2009), Chairman of the Nominating and Governance Committee
(2010 - 2011), and Chairman of the Valuation Committee (2014 - 2016) of the
First Trust Funds. He also served as Lead Independent Trustee (2012 - 2013) and
on the Executive Committee and the Dividend and Pricing Committee (2012 - 2016)
of the First Trust Funds. He currently serves as Chairman of the Audit Committee
(since January 1, 2017) of the First Trust Funds.
Niel B. Nielson, Ph.D., has been the Managing Director and Chief Operating
Officer of Pelita Harapan Educational Foundation, a global provider of
educational products and services, since January 2015. 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 the 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), and Lead
-14-
Independent Trustee and a member of the Executive Committee (2010 - 2011) of the
First Trust Funds. He currently serves as Chairman of the Nominating and
Governance Committee (since January 1, 2017) 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 34 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.
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 the Fund hold the same positions with each fund
in the First Trust Fund Complex (representing 153 portfolios) as they hold with
the Fund.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND BY TRUSTEES AND EXECUTIVE
OFFICERS
The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in the Fund and the dollar range
of equity securities owned by the Trustees in all funds in the First Trust
Fund Complex, including the Fund, as of December 31, 2017:
------------------------ ------------------ ---------------------------------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
------------------------ ------------------ ---------------------------------------------------------------------------
Richard E. Niel B.
James A. Bowen Erickson Thomas R. Kadlec Robert F. Keith Nielson
------------------------ ------------------ ----------------- -------------------- -------------------- ---------------
FIRST TRUST MORTGAGE $0 $0 $1-$10,000 $0 $1-$10,000
INCOME FUND (0 Shares) (0 Shares) (650 Shares) (0 Shares) (593 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.
-15-
As of December 31, 2017, 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 principal underwriter of the 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
principal underwriter of the Fund, nor, since the beginning of the most recently
completed fiscal year of the 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, 2017, the Trustees and executive officers of the Fund
as a group beneficially owned 1,243 Shares of the Fund, which is less than 1% of
the Fund's Shares outstanding.
COMPENSATION
Since January 1, 2016, the fixed annual retainer paid to the Independent
Trustees has been $230,000 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. The
fixed annual retainer is allocated equally among each fund in the First Trust
Fund Complex. Additionally, the Lead Independent Trustee is paid $30,000
annually, the 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 Complex based on its net
assets. Trustees are also reimbursed by the investment companies 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 six
meetings.
The aggregate fees and expenses paid to all Trustees by the Fund for its
last fiscal year (including reimbursement for travel and out-of-pocket expenses)
amounted to $16,647.
The following table sets forth certain information regarding the
compensation of the Fund's Trustees (including reimbursement for travel and
out-of-pocket expenses) for the Fund's most recently completed fiscal year. The
Fund has no retirement or pension plans. The executive officers and the
Interested Trustee of the Fund receive no compensation from the Fund for serving
in such capacities.
AGGREGATE COMPENSATION FOR THE FUND'S FISCAL YEAR
------------------------------------------------- ------------- ----------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
------------------------------------------------- ------------- ----------------------------------------------------
James A. Richard E. Thomas R. Robert F. Niel B.
Bowen Erickson Kadlec Keith Nielson
------------------------------------------------- ------------- ----------- ------------- ------------ -------------
FIRST TRUST MORTGAGE INCOME FUND(1) $0 $4,168 $4,165 $4,162 $4,153
------------------------------------------------- ------------- ----------- ------------- ------------ -------------
TOTAL COMPENSATION FOR SERVING THE FIRST TRUST
FUND COMPLEX(2) $0 $414,011 $403,267 $403,163 $392,987
------------------------------------------------- ------------- ----------- ------------- ------------ -------------
1 For fiscal year ended October 31, 2017.
2 For the calendar year ended December 31, 2017 for services to four
portfolios of First Trust Series Fund and three portfolios of First Trust
Variable Insurance Trust, open-end funds; 16 closed-end funds; and 128
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.
-16-
ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
The Board 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 Fund's Nominating and Governance Committee Charter, which is
available on the Fund's website located at https://www.ftportfolios.com (go to
News & Literature on the Fund's webpage). In addition, the Board's attendance at
last year's annual shareholder meeting is available on the Fund's website
located at https://www.ftportfolios.com. To find the Board's attendance, select
the Fund under the "Closed-End Funds" tab, select the "News & Literature" link,
and go to the "Shareholder Updates and Information" heading.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Trustees in its
oversight of the 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 11, 2017, a copy of which is
attached as Exhibit A hereto, and is available on the Fund's website located at
https://www.ftportfolios.com (go to News & Literature on the Fund's webpage). As
set forth in the Charter, management of the Fund has the primary responsibility
for establishing and maintaining systems for accounting, reporting, disclosure
and internal controls. The 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 management and the independent auditors, Deloitte & Touche LLP,
the audited financial statements of the Fund for the fiscal year ended October
31, 2017 at a meeting held on December 20, 2017, and discussed the audits of
such financial statements with the independent auditors and management.
In addition, the Audit Committee discussed with the independent auditors
the accounting principles applied by the Fund 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
Fund, and discussed the impact that any such relationships may have on the
objectivity and independence of the independent auditors.
The members of the Fund's Audit Committee are not full-time employees of
the Fund 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 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 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 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
-17-
Audit Committee as set forth in the Charter and discussed above, the Audit
Committee recommended to the Board the inclusion of the Fund's audited financial
statements in the Fund's Annual Report to Shareholders for the year ended
October 31, 2017.
Submitted by the Audit Committee of the Fund:
Robert F. Keith
Richard E. Erickson
Niel B. Nielson
Thomas R. Kadlec
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent auditors
for the Fund for its current fiscal year, and acted as the independent auditors
for the Fund for its most recently completed fiscal year. Deloitte & Touche has
advised the Fund that, to the best of its knowledge and belief, Deloitte &
Touche professionals did not have any direct or material indirect ownership
interest in the Fund 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, the Fund is not seeking shareholder ratification of
the selection of Deloitte & Touche as independent auditors.
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Fund, Deloitte & Touche
has billed the Fund and the Advisor for the fees set forth below.
------------------------------- --------------------- --------------------- --------------------- -------------------
AUDIT FEES(2) AUDIT-RELATED TAX ALL OTHER
FEES FEES(4) FEES
------------------------------- --------------------- --------------------- --------------------- -------------------
FEES BILLED TO: 2016 2017 2016 2017 2016 2017 2016 2017
------------------------------- ----------- --------- ---------- ---------- ---------- ---------- ---------- --------
Fund(1) $45,000 $45,000 $3,000(3) $0 $5,200 $17,067 $0 $0
Advisor N/A N/A $0 $0 $0 $0 $0 $0
------------------------------- ----------- --------- ---------- ---------- ---------- ---------- ---------- --------
1 These fees were for the fiscal years ended October 31.
2 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.
3 These fees relate to a 2015 fund accounting system conversion.
4 These fees were for tax consultation or tax return preparation.
Non-Audit Fees
During each of the last two fiscal years of the Fund, Deloitte & Touche
has billed the Fund and the Advisor for the non-audit fees listed below for
services provided to the entities indicated.
AGGREGATE NON-AUDIT FEES
------------------------------------- ------------------ -----------------
FUND 2016 2017
------------------------------------- ------------------ -----------------
$5,200 $17,067
Fund(1)
Advisor $13,000(2) $44,000(3)
------------------------------------- ------------------ -----------------
1 These fees were for the fiscal years ended October 31.
2 These fees relate to 2015 federal and state tax matters.
3 These fees relate to 2016 federal and state tax matters, tax compliance and
Foreign Account Tax Compliance Act (FATCA).
-18-
Pre-Approval
Pursuant to its Charter and its Audit and Non-Audit Services Pre-Approval
Policy, the Audit Committee of the 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 the 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 Fund, if the engagement relates directly
to the operations and financial reporting of the 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 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.
Because the Audit Committee has not been informed of any such services,
the Audit Committee of the 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 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-
PROPOSAL 2: SHAREHOLDER PROPOSAL REGARDING A SELF-TENDER OFFER
The Fund has received a shareholder proposal from Richard Wachterman,
whose address and number of shares held will be furnished by the Fund upon
request. The Fund, the Advisor, and the Trustees and officers of the Fund accept
no responsibility for the contents of Mr. Wachterman's proposal or the statement
in support of his proposal, each of which is set forth below.
Richard Wachterman has notified the Fund that he intends to introduce the
proposal set forth below at the Meeting:
RESOLVED, that the shareholders of First Trust Mortgage Income Fund
("Fund") request that the Board of Trustees authorize a self-tender offer for
all outstanding common shares of the Fund at or within 2% of net asset value. If
more than 50% of the Fund's outstanding common shares are submitted for tender,
the Board is requested to cancel the tender offer and take those steps that the
Board is required to take to cause the Fund to be liquidated or converted to (or
merged with) an exchange traded fund or an open-end mutual fund.
Richard Wachterman has submitted the following statement in support of his
proposal:
In 2005, when the Fund was formed, the prospectus stated that First Trust
Advisors, L.P. ("FT"), the investment adviser of the Fund, was "responsible for
selecting and supervising the [s]ub-[a]dviser." The sub-adviser was responsible
for the day-to-day management of the Fund's portfolio. From the formation of the
Fund in 2005, until July 2016, FT's role was the selection and supervision of
the sub-adviser, and the sub-adviser's role was the day-to-day management of the
Fund's portfolio. The prospectus did not disclose the possibility that at some
time in the future, FT might assume the day-to-day management of the Fund's
portfolio.
In 2011, the sub-adviser resigned, and the Board appointed a new
sub-adviser to be responsible for the day-to-day management of the Fund's
portfolio. The responsibility of FT, as the investment adviser, continued to be
to select and supervise the sub-adviser. The new sub-adviser's appointment was
required to be voted upon by shareholders and the appointment was approved by
the shareholders.
In July of 2016, the sub-adviser resigned. Rather than select a new
sub-adviser and have that selection voted upon by shareholders, the Board of
Trustees of the Fund approved the transition of the day-to-day management of the
portfolio to FT. Although the law requires a shareholder vote when a Fund
changes its sub-adviser, a shareholder vote was not required, as here, when an
investment adviser assumes the duties previously performed by a sub-adviser.
While the law does not require it, shareholders deserved to vote on this
change. It is elementary that a prospective investor should know, prior to
investing, who will be responsible for the day-to-day management of the Fund's
portfolio (i.e. the sub-adviser) before purchasing shares of the Fund, or had
the opportunity to vote when that entity changed. But Fund shareholders who
purchased shares prior to July 2016, did not know who would be responsible for
the day-to-day management of the Fund's portfolio after July 2016 or to vote on
approval of that entity.
If this proposal is approved, shareholders of the Fund will be telling
management that because they were deprived of the opportunity to vote on who
would perform the day-to-day management of the Fund's portfolio, they desire to
be given the opportunity to redeem their shares at close to net asset value.
-20-
After careful consideration of the foregoing Proposal 2, the Board of
Trustees has provided the following Statement of Opposition to Proposal 2:
STATEMENT OF OPPOSITION
BACKGROUND
In May 2016, the Fund announced that Schroder Investment Management North
America, Inc. had reached an agreement with Brookfield Investment Management
Inc. ("Brookfield"), the Fund's investment sub-advisor at the time, to acquire
the Brookfield portfolio management team responsible for the portfolio
management of the Fund. When this acquisition, which constituted an "assignment"
under the 1940 Act, was completed, the investment sub-advisory agreement between
Brookfield, First Trust Advisors and the Fund terminated automatically. This
termination did not affect the investment management agreement between the Fund
and First Trust Advisors.
After careful consideration, in July 2016 the Board approved the
transition of the management of the Fund's portfolio to the First Trust Advisors
Mortgage Securities Team (the "Mortgage Securities Team") upon termination of
the investment sub-advisory agreement with Brookfield. The Mortgage Securities
Team was at that time, and currently is, led by Jim Snyder and Jeremiah Charles.
In connection with the transition, First Trust Advisors agreed to lower the
management fee payable by the Fund to First Trust Advisors from 1.00% to 0.85%
of the Fund's Managed Assets. The Mortgage Securities Team assumed management of
the Fund's portfolio on September 19, 2016 pursuant to the Fund's investment
management agreement, which had previously been approved in accordance with the
1940 Act. No further shareholder approval was required for the transition of the
management of the Fund's portfolio to the Mortgage Securities Team.
Mr. Snyder and Mr. Charles are Portfolio Managers for the Mortgage
Securities Team. Prior to joining First Trust Advisors in 2013, Mr. Snyder
worked as a Senior Portfolio Manager at Fort Sheridan Advisors where he managed
mortgage portfolios for institutional clients. Mr. Snyder has led several
mortgage trading and portfolio groups at Deerfield Capital, Spyglass Capital &
Trading and American Express Financial Advisors. Mr. Snyder Managed AXP Federal
Income, and developed mortgage trading strategies for Spyglass Capital and
Deerfield's Mortgage REIT and Opportunity Fund. Mr. Snyder holds a B.S. and M.A.
in Economics from DePaul University and an MBA from University of Chicago Booth
School of Business. Prior to joining First Trust Advisors in 2013, Mr. Charles
worked as a Vice President of Mortgage Product Sales for CRT Capital where he
advised pension funds, hedge funds and institutional money managers. Before
joining CRT in 2011, Mr. Charles spent 6 years with Deerfield Capital Management
LLC as a Senior Vice President and Senior Portfolio Manager for the Mortgage
Trading team. He began his professional career as an Analyst at Piper Jaffray.
Mr. Charles holds a B.S. in Finance from the Leeds School of Business at the
University of Colorado and a M.S. in Real Estate Finance with Honors from the
Charles H. Kellstadt Graduate School of Business at DePaul University. Mr.
Snyder, Mr. Charles and the other members of the Mortgage Securities Team manage
four First Trust funds representing in the aggregate approximately $2.5 billion
in assets as of December 31, 2017.
During the year ended October 31, 2017, the Fund returned 5.25% on a net
asset value ("NAV") basis, and 8.60% on a market price basis. During the same
period, the Bloomberg Barclays U.S. MBS Index (the "Index") returned 0.53%. The
following table sets forth further information on the Fund's performance
compared to the Index over time.
-21-
Average Annual Total Return
------------------------------------------
1 Year 5 Years 10 Years Inception
Ended Ended Ended (5/25/05) to
10/31/17 10/31/17 10/31/17 10/31/17
FUND PERFORMANCE(1)
NAV 5.25% 6.67% 6.09% 5.90%
Market Value 8.60% 0.98% 6.75% 4.89%
INDEX PERFORMANCE
Bloomberg Barclays U.S. Mortgage Back Securities (MBS) Index 0.53% 1.99% 4.03% 4.13%
-------------------------------------------------------------
1 Total return is based on the combination of reinvested dividend, capital
gain and return of capital distributions, if any, at prices obtained by the
Fund's dividend reinvestment plan and changes in the NAV per share for NAV
returns and changes in common share prices for market value returns. Total
returns do not reflect sales load and are not annualized for period of less
than one year. Past performance is not indicative of future results.
RECOMMENDATION OF THE BOARD OF TRUSTEES
At a meeting held on February 8, 2018, the Board considered the proposal
described above, including information provided by First Trust Advisors related
to the proposal, and unanimously determined to oppose the proposal. The Board
strongly urges all shareholders to vote AGAINST the proposal. The reasons for
this unanimous recommendation are as follows:
o The Board continues to believe in the Fund's long-term investment
strategy. The Fund's investment strategy includes investing in
mortgage-backed securities that, in First Trust Advisors' view, offer
an attractive combination of credit quality, yield and maturity.
First Trust Advisors believes that such securities have strong
prospects for income and the preservation of capital. For the fiscal
year ended October 31, 2017 the Fund's NAV outperformed the Index by
4.72% and, since the Mortgage Securities Team assumed the portfolio
management of the Fund on September 19, 2016 through December 31,
2017, it has outperformed the Index by 5.92%. The Trustees continue
to believe that the long-term prospects for the Fund are strong.
o As the shareholder proponent stated in the statement supporting his
proposal, a shareholder vote was not required for the Mortgage
Securities Team to assume management of the Fund. In addition, a
tender offer would be unrelated to the transition of management and
would not affect the future management of the Fund.
o For the following reasons, the Trustees do not believe a tender offer
at this time would be in the best interests of the Fund's long-term
shareholders:
o A tender offer would result in shrinking the assets of the Fund
and reducing the number of the Fund's outstanding shares, which
could result in a less liquid trading market for the Fund's
shares;
o Selling portfolio investments to raise capital to fund the
purchase of Fund shares in a tender offer could have a
detrimental effect on continuing shareholders because the Fund
would incur transaction costs and may be required to sell
portfolio investments at an inopportune time. In addition, the
Fund would incur other costs, such as legal, printing and
solicitation costs, in connection with any tender offer;
o After a tender offer the fixed expenses of the Fund would be
spread over a smaller asset base, potentially raising costs for
the remaining shareholders; and
-22-
o There is no evidence that tender offers have a positive
long-term effect on a fund's trading discount and reducing the
size of the Fund through a tender offer could negatively impact
the Fund's trading discount following the tender offer.
The Board will continue to investigate (i) measures that seek to reduce
the discount over time, and (ii) the feasibility of increasing the size of the
Fund in a manner that will be in the best interests of shareholders.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
SHAREHOLDERS VOTE AGAINST PROPOSAL 2.
REQUIRED VOTE: The affirmative vote of a majority of the Shares voted in
person or by proxy is required to approve Proposal 2, if properly presented at
the Meeting. Unless you give contrary instructions on your proxy card, your
Shares will be voted AGAINST Proposal 2 if your proxy card has been properly
executed and timely received by the Fund. Abstentions and broker non-votes are
not considered votes cast and, therefore, will have no effect on the result of
the vote.
The Board considered Proposal 2 at a meeting held on February 8, 2018,
and, accordingly, the Statement of Opposition takes into account certain
information as of that date. Proposal 2 is only a recommendation and can have no
binding effect on the Fund or the Board. Proposal 2 is not a shareholder vote to
approve a tender offer and, if applicable, liquidation or conversion to (or
merger with) an exchange-traded fund or an open-end mutual fund, but rather it
proposes that the shareholders ask the Board to take action to effect such
proposal. If Proposal 2 is approved, the Board would continue to exercise its
fiduciary duty to act in the best interests of the Fund in investigating the
details and potential benefits of the proposal. In considering whether or not to
take action in response to the proposal, the Board will give the request set
forth in the proposal such weight as it believes appropriate based on the voting
of shareholders for the proposal and other relevant factors. A tender offer
cannot occur without the approval of the Fund's Trustees. In addition, if
Proposal 2 passes at the Meeting, neither a liquidation of the Fund nor the
conversion of the Fund to (or merger of the Fund with) an exchange-traded fund
or an open-end mutual fund can occur without the approval of the Fund's Trustees
and/or shareholders, as applicable, to the extent required under the Fund's
Declaration of Trust.
-23-
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
Shareholder Proposals for Inclusion in the Fund's Proxy Statement. To be
considered for presentation at the 2019 annual meeting of shareholders of the
Fund and included in the Fund's proxy statement relating to such meeting, a
shareholder proposal must be submitted pursuant to Rule 14a-8 under the 1934 Act
("Rule 14a-8") and must be received at the principal executive offices of the
Fund not later than November 23, 2018. Such a proposal will be included in the
Fund's proxy statement if it meets the requirements of Rule 14a-8. Timely
submission of a proposal does not mean that such proposal will be included in
the Fund's proxy statement.
Other Shareholder Proposals. In addition to any requirements of law,
including the proxy rules under the 1934 Act, under the 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 the Fund if timely written notice (the "Shareholder Notice") is
provided to the Secretary of the Fund and the other conditions summarized below
are met. In accordance with the advance notice provisions included in the Fund's
By-Laws, unless a greater or lesser period is required under applicable law, to
be timely, the Shareholder Notice must be delivered to or mailed and received at
the Fund's principal executive offices, Attn: W. Scott Jardine, Secretary, not
less than 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 the 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 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.
-24-
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;
(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.
In addition, the By-Laws provide that, unless required by federal law, no
matters 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 the 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 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 the Fund's investment advisor. First Trust Advisors is
also responsible for providing certain clerical, bookkeeping and other
administrative services to the Fund and also provides fund reporting services to
the Fund for a flat annual fee.
The Bank of New York Mellon, 101 Barclay Street, 20th Floor, 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 the Fund.
-25-
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 Fund's Trustees, the Fund's officers subject to such provisions, certain
persons affiliated with First Trust Advisors and any sub-advisor, and persons
who beneficially own more than 10% of the Fund's Shares to file reports of
ownership and changes of ownership with the SEC and to furnish the Fund with
copies of all Section 16(a) forms they file. Based solely upon a review of
copies of such forms received by the Fund and certain written representations,
the Fund believes that during the fiscal year ended October 31, 2017, all such
filing requirements applicable to such persons were met.
FISCAL YEAR
The fiscal year end for the Fund was October 31, 2017.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of the Fund
following the Fund's fiscal year end. The 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 the Fund who share an address,
unless the Fund has received instructions to the contrary. To request a separate
copy of an annual or semi-annual report or proxy statement, or for instructions
as to how to request a separate copy of such documents or as to how to request a
single copy if multiple copies of such documents are received, shareholders
should contact the Advisor at the address and phone number set forth above.
Pursuant to a request, a separate copy will be delivered promptly.
CERTAIN PROVISIONS OF STANDSTILL AGREEMENTS FOR THREE OTHER FIRST TRUST
CLOSED-END FUNDS
In 2017, each of First Trust High Income Long/Short Fund ("FSD") and the
Advisor, and First Trust Strategic High Income Fund II ("FHY") 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 (including the Fund) until January 20, 2020.
In 2017, First Trust/Aberdeen Global Opportunity Income Fund ("FAM") and
the Advisor entered into a standstill agreement (the "Karpus Standstill
Agreement") with Karpus Management, Inc. (doing business as Karpus Investment
Management) and any present or future entities or accounts it manages or
controls or to which it is related (collectively referred to as "Karpus"). Under
the Karpus Standstill Agreement, Karpus agreed, among other things, as to
certain voting-related matters and standstill covenants with respect to FAM and
other investment companies advised by the Advisor (including the Fund) other
than First Trust Enhanced Equity Income Fund until the earlier of the conclusion
of the 2019 annual meeting of shareholders of FAM and April 30, 2019.
-26-
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than Proposal 1 and Proposal 2, 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 Fund.
March 19, 2018
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. IN ORDER TO
AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS
PROMPTLY AS POSSIBLE. YOU MAY VOTE EASILY AND QUICKLY BY MAIL, TELEPHONE OR
THROUGH THE INTERNET. TO VOTE BY MAIL, PLEASE COMPLETE AND MAIL YOUR PROXY CARD
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. ALTERNATIVELY, SHAREHOLDERS MAY
VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSALS OR HOW TO VOTE YOUR SHARES, PLEASE CALL THE FUND'S PROXY SOLICITOR,
AST FUND SOLUTIONS, LLC AT (800) 290-6429 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
--------------------------------------------------------------------------------
-27-
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. PURPOSE
The Audit Committee (the "Committee") is appointed by each Board of
Trustees (the "Board") of the investment companies (the "Funds") advised by
First Trust Advisors L.P. ("Fund Management") for the following purposes:
1. to oversee the accounting and financial reporting processes of
each Fund and its internal controls and, as the Audit Committee deems
appropriate, to inquire into the internal controls of certain third-party
service providers;
2. to oversee the quality and integrity of each Fund's financial
statements and the independent audit thereof;
3. to oversee, or, as appropriate, assist Board oversight of, each
Fund's compliance with legal and regulatory requirements that relate to
the Fund's accounting and financial reporting, internal controls and
independent audits; and
4. to approve, prior to the appointment, the engagement of each
Fund's independent auditor and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Fund's
independent auditor.
II. COMMITTEE ORGANIZATION AND COMPOSITION
A. Size and Membership Requirements.
1. The Committee shall be composed of at least three members, all
of whom shall be trustees of the Funds. Each member of the Committee, and
a Committee chairperson, shall be appointed by the Board on the
recommendation of the Nominating and Governance Committee.
2. Each member of the Committee shall be independent of the Funds
and must be free of any relationship that, in the opinion of the Board,
would interfere with the exercise of independent judgment as a Committee
member. With respect to the Funds which are closed-end funds or open-end
exchange-traded funds ("ETFs"), each member must meet the independence and
experience requirements of the listing rules of the primary national
securities exchange on which a Fund's shares are listed for trading (as
applicable), and Section 10A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 10A-3 thereunder, and other
applicable rules and regulations of the Securities and Exchange Commission
("SEC"). Included in the foregoing is the requirement that no member of
the Committee be an "interested person" of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act"), nor shall any Committee member accept, directly or
indirectly, any consulting, advisory or other compensatory fee from the
Funds, or any subsidiary thereof, (except in the capacity as a Board or
committee member).
3. At least one member of the Committee shall have been determined
by the Board, exercising its business judgment, to qualify as an "audit
committee financial expert" as defined by the SEC.
4. With respect to Funds whose shares are listed on NYSE Arca or on
the New York Stock Exchange, each member of the Committee shall have been
determined by the Board, exercising its business judgment, to be
"financially literate" as required by the New York Stock Exchange or NYSE
Arca (as applicable). In addition, at least one member of the Committee
shall have been determined by the Board, exercising its business judgment,
to have "accounting or related financial management expertise," as
required by the New York Stock Exchange or NYSE Arca (as applicable). Such
member may, but need not be, the same person as the Funds' "audit
committee financial expert." With respect to Funds that are closed-end
funds or ETFs whose shares are listed on the NYSE American Stock Market or
the NASDAQ Stock Market, each member of the Committee shall be able to
read and understand fundamental financial statements, including a Fund's
balance sheet, income statement and cash flow statement. In addition, at
least one member of the Committee shall have been determined by the Board,
exercising its business judgment, to be "financially sophisticated," as
required by the NYSE American Stock Market or the NASDAQ Stock Market (as
applicable). Any member whom the Board determines to be an "audit
committee financial expert" shall be presumed to qualify as financially
sophisticated. With respect to Funds that are closed-end funds or ETFs
whose shares are listed and trade primarily on any other national
securities exchange, the Committee will comply with any applicable
requirements of such exchange relating to the financial backgrounds of the
Committee members.
5. With respect to Funds that are closed-end funds or ETFs,
Committee members shall not serve simultaneously on the audit committee of
more than two public companies, in addition to their service on the
Committee.
B. Frequency of Meetings.
The Committee will ordinarily meet once for every regular meeting of the
Board. The Committee may meet more or less frequently as appropriate, but no
less than four times per year.
C. Term of Office.
Committee members shall serve until they resign or are removed or replaced
by the Board.
III. RESPONSIBILITIES
A. With respect to Independent Auditors:
1. The Committee shall be responsible for the appointment or
replacement (subject, if applicable, to Board and/or shareholder
ratification), compensation, retention and oversight of the work of any
registered public accounting firm engaged (including resolution of
disagreements between management and the auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Funds ("External
Auditors"). The External Auditors shall report directly to the Committee.
2. The Committee shall meet with the External Auditors and Fund
Management to review the scope, fees, audit plans and staffing of the
proposed audits for each fiscal year. At the conclusion of the audit, the
Committee shall review such audit results, including the External
Auditors' evaluation of each Fund's financial and internal controls, any
comments or recommendations of the External Auditors, any audit problems
or difficulties and Fund Management's response, including any restrictions
on the scope of the External Auditors' activities or on access to
requested information, any significant disagreements with Fund Management,
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any accounting adjustments noted or proposed by the auditor but not made
by the Fund, any communications between the audit team and the audit
firm's national office regarding auditing or accounting issues presented
by the engagement, any significant changes required from the originally
planned audit programs and any adjustments to the financial statements
recommended by the External Auditors.
3. The Committee shall meet with the External Auditors in the
absence of Fund Management, as necessary.
4. The Committee shall pre-approve all audit services and permitted
non-audit services (including the fees and terms thereof) to be performed
for each Fund by its External Auditors in accordance with the Audit and
Non-Audit Services Pre-Approval Policy. The Chairman of the Committee is
authorized to give such pre-approvals on behalf of the Committee where the
fee for such engagement does not exceed the amount specified in the Audit
and Non-Audit Services Pre-Approval Policy, and shall report any such
pre-approval to the full Committee.
5. The Committee shall pre-approve the External Auditors'
engagements for non-audit services to Fund Management and any entity
controlling, controlled by or under common control with Fund Management
that provides ongoing services to the Funds, if the engagement relates
directly to the operations and financial reporting of the Funds, subject
to the de minimis exceptions for non-audit services described in Rule 2-01
of Regulation S-X. The Chairman of the Committee is authorized to give
such pre-approvals on behalf of the Committee where the fee for such
engagement does not exceed the amount specified in the Audit and Non-Audit
Services Pre-Approval Policy, and shall report any such pre-approval to
the full Committee.
6. If the External Auditors have provided non-audit services to
Fund Management and any entity controlling, controlled by or under common
control with Fund Management that provides ongoing services to the Funds
that were not pre-approved pursuant to the de minimis exception, the
Committee shall consider whether the provision of such non-audit services
is compatible with the External Auditors' independence.
7. The Committee shall obtain and review a report from the External
Auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with PCAOB Ethics and Independence Rule 3526) regarding (a) the
External Auditors' internal quality-control procedures; (b) any material
issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by an inquiry or investigation by governmental or
professional authorities within the preceding five years, respecting one
or more independent audits carried out by the firm; (c) any steps taken to
deal with any such issues; and (d) the External Auditors' independence,
including all relationships between the External Auditors and the Funds
and their affiliates; and evaluating the qualifications, performance and
independence of the External Auditors, including their membership in the
SEC practice section of the AICPA and their compliance with all applicable
requirements for independence and peer review, and a review and evaluation
of the lead partner, taking into account the opinions of management and
discussing such reports with the External Auditors. The Committee shall
present its conclusions with respect to the External Auditors to the
Board.
8. The Committee shall review reports and other information
provided to it by the External Auditors regarding any illegal acts that
the External Auditors should discover (whether or not perceived to have a
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material effect on a Fund's financial statements), in accordance with and
as required by Section 10A(b)(1) of the Exchange Act.
9. The Committee shall oversee the rotation of the lead (or
concurring) audit partner having primary responsibility for the audit and
the audit partner responsible for reviewing the audit as required by law,
and further consider the rotation of the independent auditor firm itself.
10. The Committee shall establish and recommend to the Board for
ratification a policy of the Funds with respect to the hiring of employees
or former employees of the External Auditors who participated in the
audits of the Funds' financial statements.
11. The Committee shall take (and, where appropriate, recommend that
the Board take) appropriate action to oversee the independence of the
External Auditors.
12. The Committee shall report regularly to the Board on the results
of the activities of the Committee, including any issues that arise with
respect to the quality or integrity of the Funds' financial statements,
the Funds' compliance with legal or regulatory requirements that relate to
the Fund's accounting and financial reporting, internal controls and
independent audits, the performance and independence of the Funds'
External Auditors, or the performance of the internal audit function, if
any.
B. With respect to Fund Financial Statements:
1. The Committee shall meet to review and discuss with Fund
Management and the External Auditors the annual audited financial
statements of the Funds, and any major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures under
"Management's Discussion and Analysis," and shall meet to review and
discuss with Fund Management the semi-annual financial statements of the
Funds and the Funds' disclosures under "Management's Discussion and
Analysis" or any similar discussion of the Fund's performance, if any.
2. The Committee shall review and discuss reports, both written and
oral, from the External Auditors or Fund Management regarding (a) all
critical accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles ("GAAP") for policies and practices that have been discussed
with Fund Management, including the ramifications of the use of such
alternative treatments and disclosures and the treatment preferred by the
External Auditors; (c) other material written communications between the
External Auditors and Fund Management, such as any management letter or
schedule of unadjusted differences; and (d) all non-audit services
provided to any entity in the investment company complex (as defined in
Rule 2-01 of Regulation S-X) that were not pre-approved by the Committee.
3. The Committee shall review disclosures made to the Committee by
the Funds' principal executive officer and principal financial officer
during their certification process for the Funds' periodic reports about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Funds' internal
controls.
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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.
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
A-7
audit, with proper consideration given to the accounting, reporting and internal
controls. All External Auditors engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Funds shall report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
B. While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Funds' financial statements are complete and accurate and
are in accordance with GAAP, nor is it the duty of the Committee to assure
compliance with laws and regulations and/or the Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its members are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of a Fund; (2) legal counsel, public accountants, or other
persons as to matters the Committee member reasonably believes are within the
person's professional or expert competence; or (3) a Board committee of which
the Committee member is not a member.
Amended: December 10, 2017
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FORM OF PROXY CARD
------------------
FIRST TRUST
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER PROXY VOTING OPTIONS
HOW MANY SHARES YOU OWN. PLEASE
CAST YOUR PROXY VOTE TODAY! 1. MAIL your signed and voted proxy back in
the postage paid envelope provided
2. ONLINE at PROXYONLINE.COM using your
proxy control number found below
SHAREHOLDER NAME
AND ADDRESS HERE 3. By PHONE when you dial toll-free 1-888-
227-9349 to reach an automated touchtone
voting line
4. By PHONE with a live operator when you
call toll-free 1-800-290-6429 Monday
through Friday 9 a.m. to 10 p.m. Eastern
time
CONTROL
PLEASE CAST YOUR PROXY VOTE TODAY! NUMBER
FIRST TRUST MORTGAGE INCOME FUND (FMY)
PROXY FOR AN ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2018
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of the First Trust Mortgage Income Fund (the
"Fund"), a Massachusetts business trust, hereby appoints W. Scott Jardine,
Kristi A. Maher, James M. Dykas, Donald P. Swade and Erin E. Klassman as
attorneys and proxies for the undersigned, with full powers of substitution and
revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of the Fund that the undersigned is entitled to vote at
the Annual Meeting of Shareholders (the "Meeting") to be held at the Austin,
Texas offices of First Trust Advisors L.P., 500 W. 5th Street, Suite 9202,
Austin, TX 78701, on April 23, 2018, at 12:15 pm Central time, and any
adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated March 19, 2018, and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting and any adjournments or postponements thereof
(including, but not limited to, any questions as to adjournments or
postponements 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 LISTED NOMINEES AS CLASS II TRUSTEES (PROPOSAL 1) AND
AGAINST THE SHAREHOLDER PROPOSAL (PROPOSAL 2).
DO YOU HAVE QUESTIONS? If you have any questions about how to vote your proxy
or about the Meeting in general, please call toll-free 1-800-290-6429.
REPRESENTATIVES ARE AVAILABLE TO ASSIST YOU Monday through Friday 9 a.m. to 10
p.m. Eastern Time. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2018.
The proxy statement of the Fund is available at:
www.proxyonline.com/docs/firsttrustmortgageincomefund2018.pdf
--------------------------------------------------------------------------------
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
FIRST TRUST MORTGAGE INCOME FUND
PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE
COUNTED. The signer(s) acknowledges receipt of
the Proxy Statement of the Fund. Your _____________________________
signature(s) on this Proxy should be exactly SIGNATURE (AND TITLE DATE
as your name(s) appear on this Proxy (reverse IF APPLICABLE)
side). If the shares are held jointly, each
holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, ______________________________
trustees or guardians should indicate the full SIGNATURE (IF DATE
title and capacity in which they are signing. HELD JOINTLY)
--------------------------------------------------------------------------------
IF YOU VOTE ONLINE OR BY PHONE, YOU NEED NOT RETURN THIS PROXY CARD.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF THE LISTED NOMINEES IN PROPOSAL 1 AND AGAINST
PROPOSAL 2.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF THE LISTED
NOMINEES IN PROPOSAL 1 AND A VOTE AGAINST PROPOSAL 2.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF THE TWO CLASS II NOMINEES
FOR A THREE-YEAR TERM.
1 Election of two Class II Trustees. FOR WITHHOLD
01. Richard E. Erickson [ ] [ ]
02. Thomas R. Kadlec [ ] [ ]
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
AGAINST PROPOSAL 2 BELOW.
FOR AGAINST ABSTAIN
2 If properly presented at the Meeting, a
shareholder proposal requesting the Board of
Trustees to authorize a self-tender offer. [ ] [ ] [ ]
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]