First Trust Closed-End Funds Announce the Board’s Approval of Amended and Restated By-Laws of the Funds

Rhea-AI Summary

The Board of Trustees for certain Funds has adopted amended By-Laws to enhance procedural requirements for shareholder proposals and nominations. Key changes include new advance notice deadlines for the 2021 annual meetings, affecting various Funds. The By-Laws also introduce qualifications for Trustee nominees, requiring interviews and compliance with governance guidelines. Additionally, Control Share Provisions aim to protect long-term shareholder interests by limiting voting rights for certain share acquisitions without prior approval. For specific deadlines, consult the detailed table provided in the release.

Positive

• Introduction of new timelines for advance notice of shareholder proposals, promoting organized governance.
• Control Share Provisions aim to safeguard long-term shareholder interests against activist investors.

Negative

• Changes may limit shareholder engagement due to stricter deadlines and procedural requirements.

WHEATON, Ill.--(BUSINESS WIRE)--After a thorough review, and consistent with the interests of each Fund, the Board of Trustees of each Fund has adopted Amended and Restated By-Laws (the “By-Laws”) for the Funds.

Among other changes, the By-Laws contain new timelines for advance notice of shareholder proposals or nominations to be brought before a meeting of shareholders. Accordingly, the advance notice deadlines for certain of the Fund’s 2021 annual meetings of shareholders will differ from the deadlines previously described in such Funds’ proxy statements for the 2020 annual meetings of shareholders. For such Funds, notice of any proposal made outside of Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) or shareholder nominee for Trustee must be received by the Fund at such Fund’s principal executive offices not earlier than, nor later than, the corresponding dates set forth in the table below. If a shareholder proposal made outside of Rule 14a-8 or shareholder nominee for trustee is submitted after the period listed for the particular Fund, it would not be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, and the persons named as proxies in the proxies solicited by the Board of Trustees for the 2021 annual meeting of shareholders may exercise their discretionary voting power with respect to any such proposal.

Fund	14a-8 Deadline	Non-14a-8 Deadline
		Earliest Date	Latest Date
First Trust/Aberdeen Global Opportunity Income Fund	October 22, 2020	November 21, 2020	December 6, 2020
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Energy Income and Growth Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Enhanced Equity Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Mortgage Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust/Aberdeen Emerging Opportunity Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Specialty Finance and Financial Opportunities Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Energy Infrastructure Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Dynamic Europe Equity Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust New Opportunities MLP & Energy Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Intermediate Duration Preferred & Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust MLP and Energy Income Fund	November 20, 2020	November 20, 2020	December 5, 2020
First Trust Senior Floating Rate 2022 Target Term Fund	April 19, 2021	April 16, 2021	May 1, 2021
First Trust Senior Floating Rate Income Fund II	April 19, 2021	April 16, 2021	May 1, 2021

With respect to First Trust High Income Long/Short Fund, the deadline for the advance notice of shareholder proposals or nominations to be brought before the Fund’s 2021 annual meeting of shareholders is as described in the proxy statement for the Fund’s 2020 annual meeting of shareholders.

The By-Laws also require compliance with amended procedural and informational requirements in connection with any such advance notice of shareholder proposals or nominations. This information includes, but is not limited to, information about the proponent and the nominee or shareholder proposal, if applicable. Any shareholder considering making a nomination or proposal should carefully review and comply with the provisions of the By-Laws.

Trustee Qualifications and Requirements

In determining whether a particular nominee is qualified to serve on the Board of Trustees (each, a “Trustee” and collectively, the “Board”), the Board has an interest in the nominee’s background, skills, experience and other attributes in light of the composition of the Board. The Board seeks to assess whether a nominee has the ability to critically review, evaluate, question and discuss information provided to the Board, and to interact effectively with other Trustees, and management of a Fund, among other parties. The By-Laws, among other things, require a nominee for Trustee to sit for an interview with the Board, if requested, include qualifications and requirements for Trustee eligibility, and require that a nominee agree to comply with the Board’s Guidelines and Procedures Regarding Governance.

Additionally, the By-Laws have changed the vote required in the instance in which the number of persons nominated for election as Trustee exceeds the number of Trustees to be elected. The By-Laws provide that in such a “contested” election, the affirmative vote of a majority of shares outstanding and entitled to vote in such an election is required to elect a Trustee. In all other elections, the plurality standard pursuant to which Trustees are elected will remain.

Control Share Provisions

The By-Laws contain provisions (the “Control Share Provisions”) which, in summary, provide that a shareholder who obtains beneficial ownership of a Fund’s shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. The Control Share Provisions are primarily intended to seek to protect the interests of a Fund and its long-term shareholders by limiting the risk that the Fund will become subject to undue influence by activist investors who pursue short-term agendas adverse to the best interests of the Fund and its long-term shareholders.

The Control Share Provisions do not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather entrust a Fund’s non-interested shareholders with determining whether to approve the authorization of voting rights of such shares.

Subject to various conditions and exceptions, the By-Laws define a “Control Share Acquisition” to include an acquisition of Fund shares that, but for the Control Share Provisions, would give the beneficial owner upon the acquisition of such shares the ability to exercise voting power in the election of Fund Trustees in any of the following ranges:

(i) One-tenth or more, but less than one-fifth of all voting power;

(ii) One-fifth or more, but less than one-third of all voting power;

(iii) One-third or more, but less than a majority of all voting power; or

(iv) A majority or more of all voting power.

Share acquisitions that pre-date the adoption of the By-Laws are excluded from the definition of Control Share Acquisition. However, such shares are included in assessing whether any subsequent share acquisition exceeds one of the above thresholds. A shareholder who obtains beneficial ownership of shares in a Control Share Acquisition must deliver to the Trust a “Control Share Acquisition Statement” as detailed in the By-Laws. When delivering the Control Share Acquisition Statement, a shareholder generally may contemporaneously request a special meeting of Fund shareholders to approve the voting rights for such shares, subject to certain requirements set forth in the By-Laws. If a shareholder who obtains or proposes to obtain beneficial ownership of shares in a Control Share Acquisition does not request a special meeting of Fund shareholders, consideration of the authorization of voting rights of such shares shall be presented at the Fund’s next annual or special meeting of shareholders.

The foregoing discussion is only a summary of certain aspects of the By-Laws, and is qualified in its entirety by reference to the By-Laws. Investors should refer to the By-Laws for more information, which can be found in the Current Report on Form 8-K filed by each respective Fund with the Securities and Exchange Commission (available at www.sec.gov). The By-Laws may also be obtained by writing the Secretary of the Fund at the Fund’s principal executive office.

This press release is not intended to, and does not, constitute an offer to purchase or sell shares of any Fund; nor is this press release intended to solicit a proxy from any shareholder of any Fund.

Each Fund’s daily closing price and net asset value per share, as well as other information can be found at www.ftportfolios.com or by calling 1-800-988-5891.

First Trust Advisors L.P. (“FTA”) is a federally registered investment advisor and serves as the Funds’ investment advisor. FTA and its affiliate First Trust Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $149 billion as of September 30, 2020 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separately managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.