As filed with the Securities and Exchange Commission on March 25, 2009.
===============================================================================
1933 Act File No. 333-123262
1940 Act File No. 811-21727
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
FIRST TRUST/FIDAC 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 if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ACTIVE DIVIDEND INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
March 20, 2009
Dear Shareholder:
The accompanying materials relate to the Joint Annual Meetings of
Shareholders (collectively, the "Meeting") of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, Energy Income and Growth Fund,
First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High
Income Fund, First Trust Strategic High Income Fund II, First Trust
Tax-Advantaged Preferred Income Fund, First Trust Specialty Finance and
Financial Opportunities Fund and First Trust Active Dividend Income Fund (each a
"Fund" and collectively, the "Funds"). The Meeting will be held at the offices
of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187, on Thursday, April 16, 2009, at 4:00 p.m. Central Time.
At the Meeting, you will be asked to vote on a proposal to elect
certain Trustees of your Fund (the "Proposal"). Shareholders will also be asked
to transact such other business as may properly come before the Meeting and any
adjournments or postponements thereof. The Proposal is described in the
accompanying Notice of Joint Annual Meetings of Shareholders and Joint Proxy
Statement.
YOUR PARTICIPATION AT THE MEETING IS VERY IMPORTANT. If you cannot
attend the Meeting, you may participate by proxy. As a Shareholder, you cast one
vote for each share of a Fund that you own and a proportionate fractional vote
for any fraction of a share that you own. Please take a few moments to read the
enclosed materials and then cast your vote on the enclosed proxy card.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT.
YOUR PROMPT RESPONSE WILL BE MUCH APPRECIATED.
After you have voted on the Proposal, please be sure to sign your proxy
card and return it in the enclosed postage-paid envelope.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
/s/ James A. Bowen
James A. Bowen
Chairman of the Board
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and will avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: For each Fund other than the First Trust Active
Dividend Income Fund, either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration. For the First
Trust Active Dividend Income Fund, each party should sign.
3. All Other Accounts: The capacity of the individual signing the
proxy should be indicated unless it is reflected in the form of registration.
For example:
REGISTRATION VALID SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr., UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ACTIVE DIVIDEND INCOME FUND
120 EAST LIBERTY DRIVE, SUITE 400
WHEATON, ILLINOIS 60187
NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 2009
March 20, 2009
To the Shareholders of the above Funds:
Notice is hereby given that the Joint Annual Meetings of Shareholders
(collectively, the "Meeting") of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund, Energy Income and Growth Fund,
First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global Opportunity
Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust Strategic High
Income Fund, First Trust Strategic High Income Fund II, First Trust
Tax-Advantaged Preferred Income Fund, First Trust Specialty Finance and
Financial Opportunities Fund and First Trust Active Dividend Income Fund (each a
"Fund" and collectively, the "Funds"), each a Massachusetts business trust, will
be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187, on Thursday, April 16, 2009, at 4:00 p.m.
Central Time, for the following purposes:
1. To elect two Trustees (the Class II Trustees) of each Fund.
2. To transact such other business as may properly come before the Meeting
or any adjournments or postponements thereof.
The Board of Trustees has fixed the close of business on January 28,
2009 as the record date for the determination of Shareholders 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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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO PROMPTLY
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE WHICH
DOES NOT REQUIRE POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER OF THIS PROXY STATEMENT.
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This page intentionally left blank.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
ENERGY INCOME AND GROWTH FUND
FIRST TRUST ENHANCED EQUITY INCOME FUND
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
FIRST TRUST/FIDAC MORTGAGE INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND
FIRST TRUST STRATEGIC HIGH INCOME FUND II
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
FIRST TRUST ACTIVE DIVIDEND INCOME FUND
JOINT ANNUAL MEETINGS OF SHAREHOLDERS
APRIL 16, 2009
120 EAST LIBERTY DRIVE, SUITE 400
WHEATON, ILLINOIS 60187
JOINT PROXY STATEMENT
MARCH 20, 2009
THIS JOINT PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE
MAILED TO SHAREHOLDERS ENTITLED TO VOTE ON OR ABOUT MARCH 20, 2009.
This Joint Proxy Statement is furnished in connection with the
solicitation of proxies by the Boards of Trustees of Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund, Energy Income and Growth
Fund, First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global
Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II, First
Trust Tax-Advantaged Preferred Income Fund, First Trust Specialty Finance and
Financial Opportunities Fund and First Trust Active Dividend Income Fund (each a
"Fund" and collectively, the "Funds"), each a Massachusetts business trust, for
use at the Annual Meetings of Shareholders of the Funds to be held on Thursday,
April 16, 2009, at 4:00 p.m. Central Time, at the offices of First Trust
Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and
at any adjournments or postponements thereof (collectively, the "Meeting"). A
Notice of Joint Annual Meetings of Shareholders and a proxy card accompany this
Joint Proxy Statement. The Boards of Trustees of the Funds have determined that
the use of this Joint Proxy Statement is in the best interests of each Fund in
light of the same matter being considered and voted on by shareholders.
Proxy solicitations will be made, beginning on or about March 20, 2009,
primarily by mail. However, proxy solicitations may also be made by telephone or
personal interviews conducted by (i) officers of each Fund; (ii) First Trust
Advisors L.P. ("First Trust Advisors" or the "Adviser"), the investment adviser
of the Funds; (iii) with respect to Funds other than First Trust Active Dividend
Income Fund, PNC Global Investment Servicing (U.S.) Inc. ("PNC"), the
administrator, accounting agent and transfer agent of such Funds and a
majority-owned subsidiary of The PNC Financial Services Group, Inc., or agents
of PNC; (iv) with respect to First Trust Active Dividend Income Fund, American
Stock Transfer & Trust Company ("AST"), the transfer agent of such Fund, or
agents of AST; (v) Broadridge Financial Solutions, Inc.; or (vi) any affiliates
of the foregoing entities.
The costs incurred in connection with the preparation of this Joint
Proxy Statement and its enclosures will be paid by the Funds. The Funds will
also reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of Fund shares.
The close of business on January 28, 2009 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.
Except for First Trust Tax-Advantaged Preferred Income Fund, each Fund
has one class of shares of beneficial interest, par value $0.01 per share, known
as common shares ("Common Shares"). First Trust Tax-Advantaged Preferred Income
Fund has two classes of shares of beneficial interest, including shares with a
par value $0.01 per share, known as Common Shares, and Series M Auction
Preferred Shares ("Preferred Shares"). Common Shares and Preferred Shares are
referred to collectively as "Shares."
The following table indicates which shareholders are solicited with
respect to the proposal to elect the Class II Trustees of each Fund:
MATTER COMMON PREFERRED
SHARES SHARES
a. Election of two (2) Class II Trustees for Macquarie/First Trust Global Infrastructure/ X N/A
Utilities Dividend & Income Fund, Energy Income and Growth Fund, First Trust Enhanced
Equity Income Fund, First Trust/Aberdeen Global Opportunity Income Fund, First Trust/FIDAC
Mortgage Income Fund, First Trust Strategic High Income Fund, First Trust Strategic High
Income Fund II, First Trust Specialty Finance and Financial Opportunities Fund and First
Trust Active Dividend Income Fund
b. i. Election of one (1) Class II Trustee for First Trust Tax-Advantaged Preferred Income X X
Fund
b. ii. Election of one (1) Class II Trustee for First Trust Tax-Advantaged Preferred Income X
Fund
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON APRIL 16, 2009. This Joint Proxy Statement is
available on the Internet at:
http://www.ftportfolios.com/common/cef/producinfo/common/proxystatement04.2009.pdf.
The Funds will furnish, without charge, copies of their most recent
annual and semi-annual reports to any shareholder upon request. To request a
copy, please write to the Adviser at 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187, or call (800) 988-5891. Each Fund's most recent annual and
semi-annual reports are also available on the Internet at
http://www.ftportfolios.com.
YOU MAY CALL (800) 988-5891 FOR INFORMATION ON HOW TO OBTAIN DIRECTIONS
TO BE ABLE TO ATTEND THE MEETING AND VOTE IN PERSON.
In order that your Shares may be represented at the Meeting, you are
requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which
requires no postage if mailed in the continental United States; and
o allow sufficient time for the proxy card to be received BY
4:00 P.M. CENTRAL TIME, on THURSDAY, APRIL 16, 2009. (However,
proxies received after this date may still be voted in the
event the Meeting is adjourned or postponed to a later date.)
- 2 -
VOTING
As described further in the proposal, for each Fund, the affirmative
vote of a plurality of the Shares present and entitled to vote at the Meeting
will be required to elect the Class II Trustees of that Fund provided a quorum
is present. Abstentions and broker non-votes will have no effect on the approval
of the proposal.
If the enclosed proxy card is properly executed and returned in time to
be voted at the Meeting, the Fund 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 the
nominees as Class II Trustees and, at the discretion of the named proxies, on
any other matters that may properly come before the Meeting, as deemed
appropriate. Any shareholder who has given a proxy has the right to revoke it at
any time prior to its exercise either by attending the Meeting and voting his or
her Shares in person, or by timely submitting a letter of revocation or a
later-dated proxy to the applicable Fund at the above address. A list of
shareholders entitled to notice of and to be present and to vote at the Meeting
will be available at the offices of the Funds, 120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187, for inspection by any shareholder during regular
business hours beginning ten days prior to the date of 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.
Under the By-Laws of each Fund, a quorum is constituted by the presence
in person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding class of Shares entitled to
vote on a matter. For the purposes of establishing whether a quorum is present,
all Shares present and entitled to vote, including abstentions and broker
non-votes (i.e., Shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or the persons entitled to
vote and (ii) the broker or nominee does not have discretionary voting power on
a particular matter), shall be counted. Any meeting of 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 permit further solicitation of proxies without
further notice with respect to one or more matters to be considered at such
meeting to a designated time and place, 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. Unless a proxy is otherwise
limited in this regard, any Shares present and entitled to vote at a meeting,
including broker non-votes, may, at the discretion of the proxies named therein,
be voted in favor of such an adjournment.
- 3 -
OUTSTANDING SHARES
On the Record Date, each Fund had the following number of Common Shares
and, if applicable, Preferred Shares, outstanding:
-------------------------------------------------------------------------------------- ----------------- --------------------
COMMON PREFERRED
SHARES SHARES
FUND OUTSTANDING OUTSTANDING
-------------------------------------------------------------------------------------- ----------------- --------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND 9,077,963 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
ENERGY INCOME AND GROWTH FUND 6,462,221 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST ENHANCED EQUITY INCOME FUND 19,973,164 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND 17,365,236 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST/FIDAC MORTGAGE INCOME FUND 4,048,993 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND 9,057,019 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND II 9,474,086 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND 2,978,820 396
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND 14,231,333 N/A
-------------------------------------------------------------------------------------- ----------------- --------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND 7,205,236 N/A
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Common Shares of Energy Income and Growth Fund and First Trust
Tax-Advantaged Preferred Income Fund are listed on the NYSE Amex (formerly known
as the American Stock Exchange and the NYSE Alternext US) under the ticker
symbols FEN and FPI, respectively. Common Shares of the other Funds are listed
on the New York Stock Exchange under the following ticker symbols:
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(MFD); First Trust Enhanced Equity Income Fund (FFA); First Trust/Aberdeen
Global Opportunity Income Fund (FAM); First Trust/FIDAC Mortgage Income Fund
(FMY); First Trust Strategic High Income Fund (FHI); First Trust Strategic High
Income Fund II (FHY); First Trust Specialty Finance and Financial Opportunities
Fund (FGB); and First Trust Active Dividend Income Fund (FAV). The Preferred
Shares of First Trust Tax-Advantaged Preferred Income Fund are not listed on a
national stock exchange.
Shareholders of record on the Record Date are entitled to one vote for
each 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, 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 any class of any Fund's outstanding Shares, except as described as
follows. Information as to beneficial ownership of Common Shares, including
percentage of outstanding shares beneficially owned, is based on reports filed
with the Securities and Exchange Commission ("SEC") by such holders and
securities position listing reports as of the Record Date. Information as to
beneficial ownership of Preferred Shares is based on the securities position
listing reports as of the Record Date. The applicable Fund does not have any
knowledge of who the ultimate beneficiaries are of the Shares listed. A control
person is one who owns, either directly or indirectly, more than 25% of the
voting securities of a Fund or acknowledges the existence of control.
- 4 -
BENEFICIAL OWNERSHIP OF SHARES
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NAME AND ADDRESS SHARES OF A CLASS % OF OUTSTANDING SHARES OF A
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 579,502 Common 6.38%
211 Main Street Shares
San Francisco, CA 94105
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 532,850 Common 5.87%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Merrill Lynch, Pierce Fenner & Smith Safekeeping
101 Hudson Street, 8th Floor 2,281,173 Common 25.13%
Jersey City, NJ 07302 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 718,624 Common 7.92%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Raymond James & Associates, Inc.
880 Carillon Parkway 828,247 Common 9.12%
P.O. Box 12749 Shares
St. Petersburg, FL 33716
-------------------------------------------------------- -------------------------------- ------------------------------------
RBC Capital Markets Corporation
510 Marquette Avenue South 664,769 Common 7.32%
Minneapolis, MN 55402 Shares
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ENERGY INCOME AND GROWTH FUND:
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Charles Schwab & Co., Inc.
211 Main Street 543,330 Common 8.41%
San Francisco, CA 94105 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Citigroup Global Markets Inc.
111 Wall Street 427,867 Common 6.62%
New York, NY 10005 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 543,744 Common 8.41%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Morgan Stanley & Co., Incorporated
Harborside Financial Center 425,957 Common 6.59%
Plaza 3, 4th Floor Shares
Jersey City, NJ 07311
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 360,588 Common 5.58%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Pershing LLC
1 Pershing Plaza 490,675 Common 7.59%
Jersey City, NJ 07399 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Wachovia Securities, LLC
One North Jefferson Avenue 1,684,074 Common 26.06%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
- 5 -
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NAME AND ADDRESS SHARES OF A CLASS % OF OUTSTANDING SHARES OF A
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST ENHANCED EQUITY INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
Claymore Securities Inc. *
2455 Corporate West Drive 1,588,955 Common 7.95%
Lisle, IL 60532 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 2,538,392 Common 12.71%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Merrill Lynch, Pierce Fenner & Smith Safekeeping
101 Hudson Street, 8th Floor 1,328,922 Common 6.65%
Jersey City, NJ 07302 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Raymond James & Associates, Inc.
P.O. Box 14407 1,059,767 Common 5.30%
St. Petersburg, FL 33733 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
The Bank of New York Mellon
525 William Penn Place 2,455,575 Common 12.29%
Pittsburgh, PA 15259 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Wachovia Securities, LLC
One North Jefferson Avenue 3,174,232 Common 15.89%
St. Louis, MO 63103 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
Claymore Securities Inc. *
2455 Corporate West Drive 1,191,280 Common 6.27%
Lisle, IL 60532 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Karpus Management, Inc., *
d/b/a Karpus Investment Management 1,052,785 Common 6.06%
183 Sully's Trail Shares
Pittsford, NY 14534
-------------------------------------------------------- -------------------------------- ------------------------------------
Charles Schwab & Co., Inc.
211 Main Street 925,818 Common 5.33%
San Francisco, CA 94105 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 1,683,901 Common 9.70%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Merrill Lynch, Pierce Fenner & Smith Safekeeping
101 Hudson Street, 8th Floor 1,966,195 Common 11.32%
Jersey City, NJ 07302 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 974,885 Common 5.61%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Pershing LLC
1 Pershing Plaza 1,003,637 Common 5.78%
Jersey City, NJ 07399 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
RBC Capital Markets Corporation
510 Marquette Ave. South 1,279,733 Common 7.37%
Minneapolis, MN 55402 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
The Bank of New York Mellon
525 William Penn Place 1,411,905 Common 8.13%
Pittsburgh, PA 15259 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Wachovia Securities, LLC
One North Jefferson Avenue 984,234 Common 5.67%
St. Louis, MO 63103 Shares
------------------------------------------------------------------------------------------------------------------------------
* This information is based on the most recent Schedule 13G filed with the
SEC and does not necessarily reflect ownership as of the Record Date.
------------------------------------------------------------------------------------------------------------------------------
- 6 -
------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS SHARES OF A CLASS % OF OUTSTANDING SHARES OF A
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST/FIDAC MORTGAGE INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
Sit Investment Associates, Inc. *
3300 IDS Center 656,220 Common 16.22%
80 South Eighth Street Shares
Minneapolis, MN 55402
-------------------------------------------------------- -------------------------------- ------------------------------------
Wells Fargo & Company **
420 Montgomery Street 300,908 Common 7.44%
San Francisco, CA 94163 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Charles Schwab & Co., Inc.
211 Main Street 269,529 Common 6.66%
San Francisco, CA hares
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 505,100 Common 12.47%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Merrill Lynch, Pierce Fenner & Smith Safekeeping
101 Hudson Street, 8th Floor 423,562 Common 10.46%
Jersey City, NJ 07302 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 299,329 Common 7.39%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
The Northern Trust Company
810 S. Canal Street 468,097 Common 11.56%
Chicago, IL 60607 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
First Clearing, LLC 776,887 Common 8.58%
One North Jefferson Street Shares
St. Louis, MO 63103
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 1,206,825 Common 13.32%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Pershing LLC
1 Pershing Plaza 811,496 Common 8.96%
Jersey City, NJ 07399 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
RBC Capital Markets Corporation
510 Marquette Ave South 1,157,484 Common 12.78%
Minneapolis, MN 55402 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND II:
------------------------------------------------------------------------------------------------------------------------------
First Clearing, LLC 964,658 Common 10.18%
One North Jefferson Street Shares
St. Louis, MO 63103
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 816,651 Common 8.62%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Oppenheimer & Co. Inc. 571,396 Common 6.03%
125 Broad Street, 15th Floor Shares
New York, NY 10004
-------------------------------------------------------- -------------------------------- ------------------------------------
Pershing LLC
1 Pershing Plaza 809,885 Common 8.55%
Jersey City, NJ 07399 Shares
------------------------------------------------------------------------------------------------------------------------------
* This information is based on the most recent Schedule 13G filed with the
SEC and does not necessarily reflect ownership as of the Record Date.
** According to Schedule 13G dated January 22, 2009, the reporting persons
have sole voting power over 299,599 Shares, sole dispositive power over
297,296 Shares and shared dispositive power over 3,611 Shares.
------------------------------------------------------------------------------------------------------------------------------
- 7 -
------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS SHARES OF A CLASS % OF OUTSTANDING SHARES OF A
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND II (CONTINUED):
------------------------------------------------------------------------------------------------------------------------------
RBC Capital Markets Corporation
510 Marquette Avenue South 716,618 Common 7.56%
Minneapolis, MN 55402 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Wachovia Securities LLC
One North Jefferson Avenue 672,798 Common 7.10%
St. Louis, MO 63103 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
RBC Capital Markets Corporation
510 Marquette Avenue South 396 Preferred 100%
Minneapolis, MN 55402 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
American Enterprise Investment Services Inc.
2178 AXP Financial Center 228,649 Common 7.68%
Minneapolis, MN 55474 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
First Clearing, LLC
One North Jefferson Street 350,271 Common 11.76%
St. Louis, MO 63103 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
National Financial Services LLC
200 Liberty Street 222,826 Common 7.48%
New York, NY 10281 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
Pershing LLC
1 Pershing Plaza 275,802 Common 9.26%
Jersey City, NJ 07399 Shares
-------------------------------------------------------- -------------------------------- ------------------------------------
RBC Capital Markets Corporation
510 Marquette Avenue South 381,979 Common 12.82%
Minneapolis, MN 55402 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND:
------------------------------------------------------------------------------------------------------------------------------
Wachovia Securities, LLC
One North Jefferson Avenue 10,903,738 Common 76.62%
St. Louis, MO 63103 Shares
------------------------------------------------------------------------------------------------------------------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND:
------------------------------------------------------------------------------------------------------------------------------
National Financial Services LLC 823,232 Common 11.43%
200 Liberty Street Shares
New York, NY 10281
-------------------------------------------------------- -------------------------------- ------------------------------------
Raymond James & Associates, Inc.
880 Carillon Parkway 4,135,946 Common
P.O. Box 12749 Shares 57.40%
St. Petersburg, FL 33716
-------------------------------------------------------- -------------------------------- ------------------------------------
- 8 -
PROPOSAL: ELECTION OF CLASS II TRUSTEES OF EACH FUND
Each Fund has established a staggered Board consisting of five (5)
Trustees divided into three (3) classes pursuant to its respective By-Laws. As
indicated on the chart set forth below under "Management of the Funds," the term
of each Trustee is set in accordance with the structure of the staggered Board
of each Fund. At the annual meeting of shareholders of Macquarie/First Trust
Global Infrastructure/Utilities Dividend & Income Fund, Energy Income and Growth
Fund, First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global
Opportunity Income Fund, First Trust/FIDAC Mortgage Income Fund, First Trust
Strategic High Income Fund, First Trust Strategic High Income Fund II and First
Trust Tax-Advantaged Preferred Income Fund held in 2007, current Trustees
Richard E. Erickson and Thomas R. Kadlec were designated and elected as Class II
Trustees with a term expiring at this year's Meeting and will stand as the
nominees for election as Trustees of each such Fund at this year's Meeting. At
the organizational meetings of First Trust Active Dividend Income Fund and First
Trust Specialty Finance and Financial Opportunities Fund, current Trustees
Richard E. Erickson and Thomas R. Kadlec were designated as Class II Trustees
with a term expiring at this year's Meeting and will stand as the nominees for
election as Trustees of each such Fund at this year's Meeting. If elected,
Messrs. Erickson and Kadlec will hold office for a three-year term expiring at
the Funds' annual meeting of shareholders in 2012 or until their successors are
elected and qualified, or until they resign, retire or are otherwise removed.
James A. Bowen, Robert F. Keith and Niel B. Nielson are current and continuing
Trustees. Messrs. Bowen and Nielson are Class III Trustees for a term expiring
at the Funds' annual meeting of shareholders in 2010 or until their successors
are elected and qualified, or until they resign, retire or are otherwise
removed, and Mr. Keith is the Class I Trustee for a term expiring at the Funds'
annual meeting of shareholders in 2011 or until his successor is elected and
qualified, or until he resigns, retires or is otherwise removed.
a. FOR MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND &
INCOME FUND, ENERGY INCOME AND GROWTH FUND, FIRST TRUST ENHANCED EQUITY INCOME
FUND, FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND, FIRST TRUST/FIDAC
MORTGAGE INCOME FUND, FIRST TRUST STRATEGIC HIGH INCOME FUND, FIRST TRUST
STRATEGIC HIGH INCOME FUND II, FIRST TRUST SPECIALTY FINANCE AND FINANCIAL
OPPORTUNITIES FUND AND FIRST TRUST ACTIVE DIVIDEND INCOME FUND:
Two (2) Class II Trustees are to be elected by holders of Common Shares
of each of the foregoing Funds, in each case voting as a single class.
Trustees Erickson and Kadlec are the nominees for election as Class II
Trustees by all shareholders of each of the foregoing Funds for a
three-year term.
b. FOR FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND:
i. One (1) Class II Trustee is to be elected by holders of Common
Shares and Preferred Shares of the foregoing Fund, voting as a single
class. Trustee Erickson is the nominee for election as a Class II
Trustee by holders of Common Shares and Preferred Shares of the
foregoing Fund for a three-year term.
ii. One (1) Class II Trustee is to be elected by holders of Preferred
Shares of the foregoing Fund, voting as a single class. Trustee Kadlec
is the nominee for election as a Class II Trustee by holders of
Preferred Shares of the foregoing Fund for a three-year term.
- 9 -
REQUIRED VOTE: For each Fund, the Class II Trustees, neither of whom is
an "interested person" of the Funds as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act") (each such Trustee, one of the
"Independent Trustees"), must be elected by the affirmative vote of the holders
of a plurality of the Shares of the Fund (or, in the case of the Class II
Trustee to be elected by the holders of the Preferred Shares of First Trust
Tax-Advantaged Preferred Income Fund, by the affirmative vote of the holders of
a plurality of the Preferred Shares) 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 nominees
named.
Unless you give contrary instructions on your proxy card, your Shares
will be voted FOR the election of the nominees listed if your proxy card has
been properly executed and timely received by the Fund. If a nominee should
withdraw or otherwise become unavailable for election, your Shares will be voted
FOR such other nominee as management may recommend.
The Board of Trustees Unanimously Recommends That Shareholders Vote
FOR the Proposal.
- 10 -
MANAGEMENT
MANAGEMENT OF THE FUNDS
The management of each Fund, including general supervision of the
duties performed for each Fund under the investment management agreement between
each Fund and the Adviser, is the responsibility of the Board of Trustees. The
Board of Trustees of each Fund is divided into three 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. Each Fund has five Trustees, one of whom is an
"interested person" (as that term is defined in the 1940 Act) (such Trustee, the
"Interested Trustee") and four of whom are Independent Trustees. The Trustees of
a Fund set broad policies for that Fund, choose the Fund's officers, and hire
the Fund's investment adviser and sub-adviser. The officers of a Fund manage the
day-to-day operations and are responsible to the Fund's Board of Trustees.
The following is a list of Trustees and officers of each Fund and a
statement of their present positions, principal occupations during the past five
years, the number of portfolios each Trustee oversees, and the other
directorships the Trustees hold, if applicable.
[The remainder of this page is intentionally left blank.]
- 11 -
INTERESTED TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE(2) PRINCIPAL OCCUPATION(S) FIRST TRUST FUND OTHER
NAME, ADDRESS, AND HELD WITH AND LENGTH OF DURING PAST COMPLEX OVERSEEN DIRECTORSHIPS
DATE OF BIRTH FUNDS TIME SERVED(3) FIVE YEARS BY TRUSTEE HELD BY TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------
James A. Bowen(1) President, Class III President, First Trust 60 Portfolios Trustee of
120 East Liberty Drive Chairman of Advisors L.P. and First Wheaton College
Suite 400 the Board, Trust Portfolios L.P.;
Wheaton, IL 60187 Chief Since 2004 Chairman of the Board of
DOB: 9/55 Executive Directors, BondWave LLC
Officer and (Software Development
Trustee Company/Broker-Dealer/Investment
Adviser) and Stonebridge Advisors
LLC (Investment Adviser)
-----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
POSITION(S) TERM OF OFFICE(2) PRINCIPAL OCCUPATION(S) FIRST TRUST FUND OTHER
NAME, ADDRESS, AND HELD WITH AND LENGTH OF DURING PAST COMPLEX OVERSEEN DIRECTORSHIPS
DATE OF BIRTH FUNDS TIME SERVED(3) FIVE YEARS BY TRUSTEE HELD BY TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------
Richard E. Erickson Trustee Class II Physician; President, 60 Portfolios NONE
c/o First Trust Wheaton Orthopedics;
Advisors L.P. Co-owner and Co-Director
120 East Liberty Drive Since 2004 (January 1996 to May 2007),
Suite 400 Sports Med Center for
Wheaton, IL 60187 Fitness; Limited Partner,
DOB: 4/51 Gundersen Real Estate
Limited Partnership;
Member, Sportsmed LLC
-----------------------------------------------------------------------------------------------------------------------------
Thomas R. Kadlec Trustee Class II Senior Vice President and 60 Portfolios Director of ADM
c/o First Trust Chief Financial Officer (May Investor
Advisors L.P. 2007 to Present), Vice Services, Inc.
120 East Liberty Drive Since 2004 President and Chief and Director of
Suite 400 Financial Officer (1990 to Archer Financial
Wheaton, IL 60187 May 2007), ADM Investor Services, Inc.
DOB: 11/57 Services, Inc. (Futures
Commission Merchant);
President (May 2005 to
Present), ADM Derivatives,
Inc.; Registered
Representative (2000 to
Present), Segerdahl &
Company, Inc., a FINRA
member (Broker-Dealer)
-----------------------------------------------------------------------------------------------------------------------------
Robert F. Keith Trustee Class I President (2003 to Present), 60 Portfolios NONE
c/o First Trust Hibs Enterprises (Financial
Advisors L.P. Since 2006 and Management Consulting);
120 East Liberty Drive President (2001 to 2003),
Suite 400 Aramark Management Services
Wheaton, IL 60187 LP; President and Chief
DOB: 11/56 Operating Officer (1998 to
2003), ServiceMaster
Management Services LP
-----------------------------------------------------------------------------------------------------------------------------
Niel B. Nielson Trustee Class III President (June 2002 to 60 Portfolios Director of
c/o First Trust Present), Covenant College Covenant
Advisors L.P. Transport Inc.
120 East Liberty Drive Since 2004
Suite 400
Wheaton, IL 60187
DOB: 3/54
-----------------------------------------------------------------------------------------------------------------------------
- 12 -
OFFICERS
----------------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE(2) PRINCIPAL OCCUPATION(S)
NAME, ADDRESS, AND HELD WITH AND LENGTH OF DURING PAST
DATE OF BIRTH FUNDS TIME SERVED(3) FIVE YEARS
----------------------------------------------------------------------------------------------------------------------------
Mark R. Bradley Treasurer, Indefinite Chief Financial Officer, First Trust Advisors
120 East Liberty Drive Controller, L.P. and First Trust Portfolios L.P.; Chief
Suite 400 Chief Financial Financial Officer, BondWave LLC (Software
Wheaton, IL 60187 Officer and Since 2004 Development Company/Broker-Dealer/ Investment
DOB: 11/57 Chief Accounting Adviser) and Stonebridge Advisors LLC
Officer (Investment Adviser)
and Chief
Accounting
Officer
----------------------------------------------------------------------------------------------------------------------------
James M. Dykas Assistant Indefinite Senior Vice President (April 2007 to Present),
120 East Liberty Drive Treasurer Vice President (January 2005 to April 2007),
Suite 400 First Trust Advisors L.P. and First Trust
Wheaton, IL 60187 Since 2005 Portfolios L.P.; Executive Director (December
DOB: 1/66 2002 to January 2005), Vice President
(December 2000 to December 2002), Van Kampen
Asset Management and Morgan Stanley Investment
Management
----------------------------------------------------------------------------------------------------------------------------
Christopher R. Fallow Assistant Vice Indefinite Assistant Vice President (August 2006 to
120 East Liberty Drive President Present), Associate (January 2005 to August
Suite 400 2006), First Trust Advisors L.P. and First
Wheaton, IL 60187 Since 2006 Trust Portfolios L.P.; Municipal Bond Trader
DOB: 4/79 (July 2001 to January 2005), BondWave LLC
(Software Development
Company/Broker-Dealer/Investment Adviser)
----------------------------------------------------------------------------------------------------------------------------
W. Scott Jardine Secretary and Indefinite General Counsel, First Trust Advisors L.P. and
120 East Liberty Drive Chief Compliance First Trust Portfolios L.P.; Secretary,
Suite 400 Officer BondWave LLC (Software Development
Wheaton, IL 60187 Since 2004 Company/Broker-Dealer/Investment Adviser) and
DOB: 5/60 Stonebridge Advisors LLC (Investment Adviser)
----------------------------------------------------------------------------------------------------------------------------
Daniel J. Lindquist Vice President Indefinite Senior Vice President (September 2005 to
120 East Liberty Drive Present), Vice President (April 2004 to
Suite 400 September 2005), First Trust Advisors L.P. and
Wheaton, IL 60187 Since 2005 First Trust Portfolios L.P.; Chief Operating
DOB: 2/70 Officer (January 2004 to April 2004), Mina
Capital Management, LLC; Chief Operating Officer
(April 2000 to January 2004), Samaritan Asset
Management Services, Inc.
----------------------------------------------------------------------------------------------------------------------------
Coleen D. Lynch Assistant Vice Indefinite Assistant Vice President (January 2008 to
120 East Liberty Drive President Present), First Trust Advisors L.P. and First
Suite 400 Since July 2008 Trust Portfolios L.P.; Vice President (May
Wheaton, IL 60187 1998 to January 2008), Van Kampen Asset
DOB: 7/58 Management and Morgan Stanley Investment
Management
----------------------------------------------------------------------------------------------------------------------------
Kristi A. Maher Assistant Indefinite Deputy General Counsel (May 2007 to Present),
120 East Liberty Drive Secretary Assistant General Counsel (March 2004 to May
Suite 400 2007), First Trust Advisors L.P. and First
Wheaton, IL 60187 Since 2004 Trust Portfolios L.P.; Associate (December
DOB: 12/66 1995 to March 2004), Chapman and Cutler LLP
----------------------------------------------------------------------------------------------------------------------------
(1) Mr. Bowen is deemed an "interested person" of the Funds due to his position
as President of First Trust Advisors L.P., investment adviser of the Funds.
(2) Currently, Robert F. Keith, as a Class I Trustee, is serving a term for
each of the Funds until the Funds' 2011 annual meeting. Richard E. Erickson and
Thomas R. Kadlec, as Class II Trustees, are each serving a term for each of the
Funds until the Meeting. James A. Bowen and Niel B. Nielson, as Class III
Trustees, are each serving a term for each of the Funds until the Funds' 2010
annual meeting. Officers of the Funds have an indefinite term.
(3) All Trustees and officers, except for Robert F. Keith, Daniel J. Lindquist,
James M. Dykas, Christopher R. Fallow and Coleen D. Lynch, were elected in 2005
for First Trust/FIDAC Mortgage Income Fund and First Trust Strategic High Income
Fund and in 2004 for the other then-existing Funds. All Trustees and officers,
except for Robert F. Keith, Christopher R. Fallow and Coleen D. Lynch, were
elected in 2006 for First Trust Strategic High Income Fund II and First Trust
Tax-Advantaged Preferred Income Fund at each such Fund's respective
organizational meeting. All Trustees and officers, except for Coleen D. Lynch,
were elected in 2007 for First Trust Specialty Finance and Financial
Opportunities Fund and First Trust Active Dividend Income Fund at each such
Fund's respective organizational meeting. Daniel J. Lindquist and James M. Dykas
were elected Vice President and Assistant Treasurer, respectively, of all funds
in the First Trust Fund Complex, including the then-existing Funds, on December
12, 2005. Christopher R. Fallow was elected Assistant Vice President of the
then-existing Funds on December 10, 2006. Robert F. Keith was appointed or
elected, as applicable, Trustee on June 12, 2006 or at the Fund's organizational
meeting. Coleen D. Lynch was elected Assistant Vice President of all funds in
the First Trust Fund Complex, including the Funds, on July 29, 2008.
- 13 -
In addition to the Funds, the First Trust Fund Complex includes: First
Defined Portfolio Fund, LLC, an open-end management investment company with 8
portfolios advised by First Trust Advisors; First Trust/Aberdeen Emerging
Opportunity Fund, First Trust/Four Corners Senior Floating Rate Income Fund,
First Trust/Four Corners Senior Floating Rate Income Fund II and First Trust
Strategic High Income Fund III, closed-end funds advised by First Trust
Advisors; and First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund
II and First Trust Exchange-Traded AlphaDEX(R) Fund, each an open-end investment
company and an exchange-traded index fund with 17, 5 and 16 operating
portfolios, respectively, advised by First Trust Advisors.
Trustees
Messrs. Erickson, Kadlec, Keith and Nielson are Independent Trustees,
and Mr. Bowen is an Interested Trustee, of each of the funds in the First Trust
Fund Complex. During the past five years, none of the Independent Trustees, nor
any of their immediate family members, has ever 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-adviser to any fund in the First Trust Fund Complex, or any of their
affiliates.
Officers
The officers of each Fund, including Mr. Bowen, Chief Executive Officer
of each Fund, hold the same positions with each fund in the First Trust Fund
Complex (representing 60 portfolios) as they hold with the Funds, except for
Christopher R. Fallow. Mr. Fallow is an officer of 14 closed-end funds in the
First Trust Fund Complex, but is not an officer of First Defined Portfolio Fund,
LLC, First Trust Exchange-Traded Fund, First Trust Exchange-Traded Fund II or
First Trust Exchange-Traded AlphaDEX(R) Fund.
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUNDS BY TRUSTEES AND OFFICERS
The following table sets forth the dollar range and number of equity
securities beneficially owned by the Trustees in each Fund and all funds in the
First Trust Fund Complex, including the Funds, as of December 31, 2008:
- 14 -
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS AND FIRST TRUST FUND COMPLEX (NUMBER OF SHARES HELD)
-------------------------------------------------------------------------------------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FUND James A. Bowen Richard E. Thomas R. Kadlec Robert F. Keith Niel B. Nielson
Erickson
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
MACQUARIE/FIRST TRUST $10,001-$50,000 $1-$10,000 $1-$10,000 $10,001-$50,000 $1-$10,000
GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & (1,000 Shares) (624 Shares) (800 Shares) (2,910 Shares) (331 Shares)
INCOME FUND
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
ENERGY INCOME AND GROWTH $0 $1-$10,000 $1-$10,000 $0 $1-$10,000
FUND
(0 Shares) (323 Shares) (700 Shares) (0 Shares) (339 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST ENHANCED $0 $1-$10,000 $1-$10,000 $0 $1-$10,000
EQUITY INCOME FUND
(0 Shares) (271 Shares) (850 Shares) (0 Shares) (278 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST/ABERDEEN $1-$10,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000
GLOBAL OPPORTUNITY
INCOME FUND (750 Shares) (920 Shares) (850 Shares) (2,495 Shares) (259 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST/FIDAC $0 $0 $10,001-$50,000 $0 $1-$10,000
MORTGAGE INCOME FUND
(0 Shares) (0 Shares) (650 Shares) (0 Shares) (331 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST STRATEGIC $1-$10,000 $0 $0 $0 $1-$10,000
HIGH INCOME FUND
(1,000 Shares) (0 Shares) (0 Shares) (0 Shares) (421 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST STRATEGIC $10,001-$50,000 $0 $0 $0 $1-$10,000
HIGH INCOME FUND II
(3,750 Shares) (0 Shares) (0 Shares) (0 Shares) (413 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST $0 $0 $0 $0 $0
TAX-ADVANTAGED
PREFERRED INCOME FUND (0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST SPECIALTY $0 $0 $0 $0 $0
FINANCE AND FINANCIAL
OPPORTUNITIES FUND (0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
FIRST TRUST ACTIVE $0 $0 $0 $0 $0
DIVIDEND INCOME FUND
(0 Shares) (0 Shares) (0 Shares) (0 Shares) (0 Shares)
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
AGGREGATE DOLLAR RANGE Over $100,000 $50,001-$100,000 Over $100,000 $50,001-$100,000 $10,001-$50,000
OF EQUITY SECURITIES IN
ALL REGISTERED (15,250 Shares) (8,014 Shares) (10,249 Shares) (7,580 Shares) (4,392 Shares)
INVESTMENT COMPANIES IN
FIRST TRUST FUND COMPLEX
OVERSEEN BY TRUSTEE
-------------------------- -------------------- ------------------ --------------------- --------------------- ----------------
- 15 -
As of December 31, 2008, the Independent Trustees and their immediate
family members did not own, beneficially or of record, any class of securities
of First Trust Advisors or any sub-adviser or principal underwriter of any Fund
or any person, other than a registered investment company, directly or
indirectly controlling, controlled by, or under common control with First Trust
Advisors or any sub-adviser or principal underwriter of any Fund, nor, since the
beginning of the most recently completed fiscal year of any Fund, did any
Independent Trustee purchase or sell securities of First Trust Advisors, or any
sub-adviser to any fund in the First Trust Fund Complex, their parents or any
subsidiaries of any of the foregoing.
As of December 31, 2008, the Trustees and officers of the Funds as a
group beneficially owned approximately 45,485 shares of the funds in the First
Trust Fund Complex (less than 1% of the shares outstanding). As of December 31,
2008, the Trustees and officers of the Funds as a group beneficially owned the
following number of Shares of each Fund, which is less than 1% of each Fund's
Shares outstanding:
FUND COMMON SHARES OWNED PREFERRED SHARES OWNED
Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund 5,665 N/A
Energy Income and Growth Fund 1,362 N/A
First Trust Enhanced Equity Income Fund 1,399 N/A
First Trust/Aberdeen Global Opportunity Income Fund 5,274 N/A
First Trust/FIDAC Mortgage Income Fund 981 N/A
First Trust Strategic High Income Fund 1,421 N/A
First Trust Strategic High Income Fund II 4,163 N/A
First Trust Tax-Advantaged Preferred Income Fund 0 0
First Trust Specialty Finance and Financial Opportunities Fund 0 N/A
First Trust Active Dividend Income Fund 0 N/A
COMPENSATION
Under the Trustees' compensation plan, each Independent Trustee is paid
an annual retainer of $10,000 per trust for the first 14 trusts in the First
Trust Fund Complex and an annual retainer of $7,500 per trust for each
additional trust in the First Trust Fund Complex. The annual retainer is
allocated equally among each of the trusts. Trustees are also reimbursed by the
trusts in the First Trust Fund Complex for travel and out-of-pocket expenses in
connection with all meetings. No additional meeting fees are paid in connection
with board or committee meetings. Additionally, Dr. Erickson is paid annual
compensation of $10,000 to serve as the Lead Trustee, Mr. Keith is paid annual
compensation of $5,000 to serve as the chairman of the Audit Committee, Mr.
Kadlec is paid annual compensation of $2,500 to serve as the chairman of the
Valuation Committee and Mr. Nielson is paid annual compensation of $2,500 to
serve as the chairman of the Nominating and Governance Committee. The committee
chairmen and the Lead Trustee will serve two year periods ending December 31,
2009 before rotating to serve as a chairman of another committee or as Lead
Trustee. The additional compensation is allocated equally among each of the
trusts in the First Trust Fund Complex.
- 16 -
During the calendar year ended December 31, 2008, for all the trusts in
the First Trust Fund Complex, Dr. Erickson was paid $10,000 to serve as the Lead
Trustee, Mr. Keith was paid $5,000 to serve as the chairman of the Audit
Committee, Mr. Kadlec was paid $2,500 to serve as the chairman of the Valuation
Committee, and Mr. Nielson was paid $2,500 to serve as the chairman of the
Nominating and Governance Committee. The annual compensation was allocated
equally among each of the trusts in the First Trust Fund Complex.
The number of Board meetings held by each Fund during its last fiscal
year is shown in Schedule 1 hereto. Each of the Trustees attended all of the
meetings of the Boards of Trustees of the Funds.
The aggregate fees and expenses paid to the Trustees by each Fund for
its respective fiscal year (including reimbursement for travel and out-of-pocket
expenses) amounted to the following:
-------------------------------------------------------------------------------- ----------------------------------
FUND AGGREGATE FEES AND EXPENSES PAID
-------------------------------------------------------------------------------- ----------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND $39,109
-------------------------------------------------------------------------------- ----------------------------------
ENERGY INCOME AND GROWTH FUND $39,056
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST ENHANCED EQUITY INCOME FUND $39,268
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND $39,258
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST/FIDAC MORTGAGE INCOME FUND $38,959
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND $38,992
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND II $39,016
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND $38,920
-------------------------------------------------------------------------------- ----------------------------------
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND $39,076
-------------------------------------------------------------------------------- -----------------------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND $39,016
-------------------------------------------------------------------------------- ----------------------------------
- 17 -
The following table sets forth certain information regarding the
compensation of each Fund's Trustees for such Fund's respective fiscal year. The
Funds have no retirement or pension plans. The officers and the Interested
Trustee of each Fund receive no compensation from the Funds for serving in such
capacities.
AGGREGATE COMPENSATION FOR EACH FUND'S FISCAL YEAR
--------------------------------------------------------- ------------- ------------------------------------------------------
INTERESTED INDEPENDENT
TRUSTEE TRUSTEES
--------------------------------------------------------- ------------ ------------------------------------------------------
James A. Richard E. Thomas R. Niel B. Robert F.
FUND Bowen Erickson Kadlec Nielson Keith
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND (1) $0 $ 9,861 $9,688 $9,907 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
ENERGY INCOME AND GROWTH FUND (1) $0 $ 9,861 $9,687 $9,855 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST ENHANCED EQUITY INCOME FUND (2) $0 $10,000 $9,583 $9,963 $9,722
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST/ABERDEEN GLOBAL
OPPORTUNITY INCOME FUND (2) $0 $10,000 $9,583 $9,953 $9,722
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST/FIDAC
MORTGAGE INCOME FUND (3) $0 $ 9,861 $9,687 $9,758 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST STRATEGIC
HIGH INCOME FUND (3) $0 $ 9,861 $9,687 $9,791 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST STRATEGIC
HIGH INCOME FUND II (3) $0 $ 9,861 $9,687 $9,815 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST TAX-ADVANTAGED
PREFERRED INCOME FUND (3) $0 $ 9,861 $9,687 $9,719 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL
OPPORTUNITIES FUND (1) $0 $ 9,861 $9,687 $9,875 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND (1) $0 $ 9,861 $9,687 $9,815 $9,653
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
TOTAL COMPENSATION FROM THE FIRST TRUST
FUND COMPLEX (4) $0 $180,000 $172,500 $177,297 $175,000
--------------------------------------------------------- ------------ ------------ ------------- ------------- -------------
(1) For fiscal year ended November 30, 2008.
(2) For fiscal year ended December 31, 2008.
(3) For fiscal year ended October 31, 2008.
(4) For calendar year ended December 31, 2008.
- 18 -
ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
The policy of the Board is to have as many Trustees as possible in
attendance at annual meetings of shareholders. The policy of the Nominating and
Governance Committee relating to attendance by Trustees at annual meetings of
shareholders is contained in the Funds' Nominating and Governance Committee
Charter, which is available on each Fund's website located at
http://www.ftportfolios.com. All of the Trustees attended the previous year's
annual meeting of shareholders for each of the Funds.
COMMITTEES
AUDIT COMMITTEE
Each Board of Trustees has an Audit Committee, which consists of
Messrs. Erickson, Kadlec, Keith and Nielson, all of whom are "independent" as
defined in the listing standards of the NYSE Amex (formerly known as the
American Stock Exchange and the NYSE Alternext US) and the New York Stock
Exchange, as applicable. Messrs. Kadlec and Keith serve as Audit Committee
Financial Experts. The Audit Committee is responsible for overseeing each Fund's
accounting and financial reporting process, the system of internal controls,
audit process and evaluating and appointing the independent registered public
accounting firm (subject also to Board approval). The number of meetings of the
Audit Committee held by each Fund during its last fiscal year is shown in
Schedule 1 hereto. Each Trustee who is a member of the Audit Committee attended
all of such meetings for the respective Fund.
In carrying out its responsibilities, as described below, the Audit
Committee pre-approves all audit services and permitted non-audit services for
each Fund (including the fees and terms thereof) and non-audit services to be
performed for the Adviser by Deloitte & Touche LLP ("Deloitte & Touche"), the
Funds' independent registered public accounting firm ("independent auditors") if
the engagement relates directly to the operations and financial reporting of the
Funds. The chairman of the Audit Committee is authorized to give such
pre-approvals on behalf of the Audit Committee for engagements of less than
$25,000. Any decisions by the chairman to grant pre-approvals are reported to
the full Audit Committee at the next regularly scheduled meeting.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Trustees in
its oversight of each Fund's accounting and financial reporting process. The
Audit Committee operates pursuant to a charter (the "Charter") that was most
recently reviewed and approved by the Board of Trustees on December 15, 2008, a
copy of which is attached as Exhibit A hereto, and is available on the Funds'
website located at http://www.ftportfolios.com. As set forth in the Charter,
management of each Fund is responsible for maintaining appropriate systems for
accounting and internal controls and the audit process. The Funds' independent
auditors are responsible for planning and carrying out proper audits of the
Funds' financial statements and expressing an opinion as to their conformity
with accounting principles generally accepted in the United States of America.
In performing its oversight function, the Audit Committee reviewed and
discussed with management and the independent auditors, Deloitte & Touche, the
audited financial statements of the First Trust/FIDAC Mortgage Income Fund, the
First Trust Strategic High Income Fund, the First Trust Strategic High Income
Fund II and the First Trust Tax-Advantaged Preferred Income Fund for the fiscal
- 19 -
year ended October 31, 2008 at a meeting held on December 15, 2008; the
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund,
the Energy Income and Growth Fund, the First Trust Specialty Finance and
Financial Opportunities Fund and the First Trust Active Dividend Income Fund for
the fiscal year ended November 30, 2008 at a meeting held on January 20, 2009;
and the First Trust Enhanced Equity Income Fund, the First Trust/Aberdeen Global
Opportunity Income Fund and the First Trust/Aberdeen Emerging Opportunity Fund
for the fiscal year ended December 31, 2008 at a meeting held on February 19,
2009, 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 each 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") AU 380,
Communication 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
each Fund and discussed the impact that any such relationships may have on the
objectivity and independence of the independent auditors.
The members of each Fund's Audit Committee are not full-time employees
of the Funds and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of each 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 audits
of each Fund's financial statements have been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the independent auditors are in fact "independent."
Based on its consideration of the Funds' audited financial statements
and the discussions referred to above with Fund management and Deloitte &
Touche, and subject to the limitations on the responsibilities and role of the
Audit Committee as set forth in the Charter and discussed above, the Audit
Committee recommended to the Board the inclusion of each Fund's audited
financial statements for the years ended October 31, November 30 and December
31, 2008, respectively.
Submitted by the Audit Committee of each Fund:
Richard E. Erickson
Thomas R. Kadlec
Robert F. Keith
Niel B. Nielson
INDEPENDENT AUDITORS' FEES
Deloitte & Touche has been selected to serve as the independent
auditors for each Fund for its current fiscal year, and acted as the independent
auditors for each Fund for its most recently completed fiscal year. Deloitte &
Touche has advised the Funds that, to the best of its knowledge and belief,
Deloitte & Touche professionals did not have any direct or material indirect
ownership interest in the Funds inconsistent with independent professional
standards pertaining to independent registered public accounting firms. It is
- 20 -
expected that representatives of Deloitte & Touche will be present at the
Meeting to answer any questions that may arise and will have the opportunity to
make a statement if they desire to do so. In reliance on Rule 32a-4 under the
1940 Act, each Fund is not seeking shareholder ratification of the selection of
Deloitte & Touche as independent auditors.
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
During each of the last two fiscal years of the Funds, Deloitte &
Touche has billed each Fund and the Adviser for the following fees:
------------------------ ------------------------ ------------------------ ------------------------ -----------------------
AUDIT FEES AUDIT-RELATED FEES(1) TAX ALL OTHER
FEES(2) FEES(3)
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FEES BILLED TO: 2007 2008 2007 2008 2007 2008 2007 2008
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
MACQUARIE/FIRST TRUST
GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND &
INCOME FUND(4)
Fund $99,000 $0 $2,700 $0 $4,350 $4,250 $0 $0
Adviser N/A N/A $2,700 $0 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
ENERGY INCOME AND
GROWTH FUND(4)
Fund $93,500 $0 $3,000 $0 $79,500 $47,000 $0 $0
Adviser N/A N/A $3,000 $2,000 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST ENHANCED
EQUITY INCOME FUND(5)
Fund $35,500 $37,000 $2,300 $0 $4,850 $5,000 $0 $0
Adviser N/A N/A $2,300 $0 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST/
ABERDEEN GLOBAL
OPPORTUNITY INCOME
Fund(5)
Fund $41,000 $44,000 $2,600 $0 $4,350 $5,000 $0 $0
Adviser N/A N/A $2,600 $0 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST/
FIDAC MORTGAGE INCOME
FUND(6)
Fund $25,000 $41,000 $2,400 $0 $4,125 $5,000 $484 $0
Adviser N/A N/A $2,400 $0 $0 $0 $23,303 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST STRATEGIC
HIGH INCOME FUND(6)
Fund $25,000 $53,500 $2,400 $6,868 $4,125 $5,000 $902 $0
Adviser N/A N/A $2,400 $6,868 $0 $0 $23,303 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
- 21 -
------------------------ ------------------------ ------------------------ ------------------------ -----------------------
AUDIT FEES AUDIT-RELATED FEES(1) TAX ALL OTHER
FEES(2) FEES(3)
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FEES BILLED TO: 2007 2008 2007 2008 2007 2008 2007 2008
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST STRATEGIC
HIGH INCOME FUND II
Fund $37,000 $53,500 $2,400 $6,868 $4,125 $5,000 $ 1,356 $0
Adviser N/A N/A $2,400 $6,868 $0 $0 $23,303 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST
TAX-ADVANTAGED
PREFERRED INCOME
Fund(6)
Fund $25,500 $36,000 $1,800 $0 $4,000 $4,250 $ 408 $0
Adviser N/A N/A $1,800 $0 $0 $0 $23,303 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST SPECIALTY
FINANCE AND FINANCIAL
OPPORTUNITIES FUND(4),(7)
Fund $55,000 $0 $0 $0 $0 $5,000 $0 $0
Adviser N/A N/A $6,000 $0 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
FIRST TRUST ACTIVE
DIVIDEND INCOME
Fund (4),(8)
Fund $42,000 $0 $0 $0 $0 $4,250 $0 $0
Adviser N/A N/A $5,000 $0 $0 $0 $0 $0
------------------------ ------------ ----------- ------------ ----------- ----------- ------------ ----------- -----------
(1) These fees were for additional audit work for the Fund.
(2) These fees were for tax consultation or tax return preparation.
(3) These fees were for compliance consulting services.
(4) These fees were for the fiscal years ended November 30.
(5) These fees were for the fiscal years ended December 31.
(6) These fees were for the fiscal years ended October 31.
(7) The 2007 fees were for the period from inception on May 25, 2007 through
November 30, 2007.
(8) The 2007 fees were for the period from inception on
September 20, 2007 through November 30, 2007.
Non-Audit Fees
During each of the last two fiscal years of the Funds, Deloitte &
Touche has billed the non-audit fees listed below for services provided to the
entities indicated.
- 22 -
AGGREGATE NON-AUDIT FEES
--------------------------------------------------------------------------- ------------------------ ------------------------
FUND 2007 2008
--------------------------------------------------------------------------- ------------------------ ------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME
FUND(1)
Fund $ 4,350 $ 4,250
Adviser $ 7,000 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
ENERGY INCOME AND GROWTH FUND(1)
Fund $79,500 $47,000
Adviser $ 7,000 $14,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST ENHANCED EQUITY INCOME FUND(2)
Fund $ 4,850 $ 5,000
Adviser $ 7,000 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND(2)
Fund $ 4,350 $ 5,000
Adviser $ 7,000 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST/FIDAC MORTGAGE INCOME FUND(3)
Fund $ 4,609 $ 5,000
Adviser $30,303 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND(3)
Fund $ 5,027 $ 5,000
Adviser $30,303 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST STRATEGIC HIGH INCOME FUND II(3)
Fund $ 5,481 $ 5,000
Adviser $30,303 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST TAX-ADVANTAGED PREFERRED INCOME FUND(3)
Fund $ 4,408 $ 4,250
Adviser $ 7,000 $12,643
Sub-Adviser $14,146 $ 4,500
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND (1),(4)
Fund $0 $ 5,000
Adviser $ 7,000 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND(1), (5)
Fund $0 $ 4,250
Adviser $0 $12,143
--------------------------------------------------------------------------- ------------------------ ------------------------
(1) These fees were for the fiscal years ended November 30.
(2) These fees were for the fiscal years ended December 31.
(3) These fees were for the fiscal years ended October 31.
(4) The 2007 fees were for the period from inception on May 25, 2007 through
November 30, 2007.
(5) The 2007 fees were for the period from inception on September 20, 2007
through November 30, 2007.
Pre-Approval
Pursuant to its charter and its Audit and Non-Audit Services
Pre-Approval Policy, the Audit Committee of each Fund is responsible for the
pre-approval of all audit services and permitted non-audit services (including
the fees and terms thereof) to be performed for each Fund by its independent
auditors. The 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 auditor's engagements for non-audit services for the Funds' adviser
(not including a sub-adviser whose role is primarily portfolio management and is
- 23 -
sub-contracted or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the respective Fund, if the engagement relates
directly to the operations and financial reporting of the Funds, subject to the
de minimis exceptions for non-audit services described in Rule 2-01 of
Regulation S-X. If the independent auditor has provided non-audit services to
the Funds' adviser (other than any sub-adviser whose role is primarily portfolio
management and is sub-contracted with or overseen by another investment adviser)
and any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the respective Fund that
were not pre-approved pursuant to its policies, the Audit Committee will
consider whether the provision of such non-audit services is compatible with the
auditor's independence.
None of the Audit Fees, Audit-Related Fees, Tax Fees, and All Other
Fees and Aggregate Non-Audit Fees for the Funds and the Adviser disclosed above
that were required to be pre-approved by the Audit Committee pursuant to its
pre-approval policies were pre-approved by the Audit Committee pursuant to the
pre-approval exceptions included in Regulation S-X.
The Audit Committee of each Fund has considered whether the provision
of non-audit services that were rendered to the Funds' adviser (not including
any sub-adviser whose role is primarily portfolio management and is
sub-contracted with or overseen by another investment adviser) and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the respective Fund that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
OTHER COMMITTEES
The Boards of Trustees of the Funds have three other standing
committees: the Executive Committee (also serving as the Dividend and Pricing
Committee), the Nominating and Governance Committee and the Valuation Committee.
The Executive Committee, which meets between Board meetings, is authorized to
exercise all powers of and to act in the place of the Board of Trustees to the
extent permitted by each Fund's Declaration of Trust and By-Laws. The members of
the Executive Committee also serve as a special committee of the Board of
Trustees known as the Dividend and Pricing Committee which is authorized to
exercise all of the powers and authority of the Board with respect to the
declaration and setting of dividends and the issuance and sale, through an
underwritten public offering, of the Shares of each Fund and all other such
matters relating to such financing, including determining the price at which
such Shares are to be sold and approval of the final terms of the underwriting
agreement, including approval of the members of the underwriting syndicate. Mr.
Bowen and Dr. Erickson are members of the Executive Committee. The number of
meetings of the Executive Committee held by each Fund during its last fiscal
year is shown on Schedule 1 hereto. Each Fund's Executive Committee met to
authorize the Funds' dividend declarations, and for First Trust Tax-Advantaged
Preferred Income Fund, to authorize the redemption of Preferred Shares.
Each Fund's Nominating and Governance Committee (the "Committee") is
composed entirely of Independent Trustees who are also "independent directors"
within the meaning of the listing standards of the NYSE Amex (formerly known as
the American Stock Exchange and the NYSE Alternext US) or the New York Stock
Exchange, as applicable. Messrs. Erickson, Kadlec, Keith and Nielson are members
of the Committee. The purpose of the Committee is to oversee matters related to
- 24 -
the nomination of trustees and, as necessary, the corporate governance of each
Fund. The Committee is responsible for, among other things, seeking, identifying
and nominating qualified candidates for election or appointment as trustees in
the event of a vacancy, consistent with criteria approved by the Board, for the
next annual meeting of shareholders; evaluating Board performance and processes;
reviewing Board committee assignments; and, to the extent necessary or
desirable, establishing corporate governance guidelines and procedures. The
Committee operates under a written charter adopted and approved by the Board, a
copy of which is available on the Funds' website at http://www.ftportfolios.com.
Mr. Nielson serves as chairman of the Committee. The number of meetings of the
Committee held by each Fund during its last fiscal year is shown on Schedule 1
hereto.
If there is no vacancy on the Board, the Board will not actively seek
recommendations from other parties, including shareholders of the Funds. When a
vacancy on the Board occurs, the Committee may seek recommendations for
candidates from those sources it deems appropriate in its discretion, including
shareholders of the Funds. The Committee may retain a search firm to identify
candidates.
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 Committee is accepting recommendations,
the recommendation will be forwarded to the chairman of the Committee and
outside counsel to the Independent Trustees. Recommendations received at any
other time will be kept on file until such time as the Committee is accepting
recommendations at which point they may be considered for nomination.
In recruiting new trustees, the Committee seeks to recruit and retain
qualified independent trustees of high integrity, whose skills and experience
will enhance the Board's ability to effectively represent the interests of the
Funds' shareholders and oversee the wide range of regulatory and business issues
affecting the Funds. A candidate for trustee must meet certain basic
requirements, including relevant skills and experience, time availability and if
qualifying as a non-"interested person" candidate, independence from the Funds
and their investment adviser or other service providers. The qualifications of a
particular candidate, however, may vary depending on the current composition of
the Board and the mix of skills and backgrounds of the incumbent trustees since
the Committee seeks to establish an effective Board with an appropriate range of
skills and experience, in the aggregate. In addition to relevant skills and
experience, all candidates must possess high standards of personal integrity
that are assessed on the basis of personal interviews, recommendations, or
direct knowledge by Committee members. 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
Committee evaluate persons recommended by a shareholder of the Funds on a basis
substantially different than that used for other persons recommended for the
same election or appointment of trustees. Each Fund has a retirement policy in
place that prohibits consideration for election as a Trustee of persons age 72
or older. The Committee reserves the right to make the final selection regarding
the nomination of any trustees.
The Valuation Committee is responsible for the oversight of valuation
procedures of the Funds. Messrs. Erickson, Kadlec, Keith and Nielson are members
of the Valuation Committee. Mr. Kadlec serves as chairman of the Valuation
Committee. The number of meetings of the Valuation Committee held by each Fund
during its last fiscal year is shown on Schedule 1 hereto.
- 25 -
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for presentation at the Joint Annual Meetings of
Shareholders of the Funds to be held in 2010, a shareholder proposal submitted
pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of the
applicable Fund at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,
not later than November 20, 2009. A shareholder proposal submitted in accordance
with the Funds' By-Laws should be submitted as described below.
Under the Funds' respective 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 a Fund if timely
written notice (the "Shareholder Notice") is provided to the Secretary of the
Fund. In accordance with the advance notice provisions included in the Funds'
By-Laws, unless a greater or lesser period is required under applicable law, to
be timely, the Shareholder Notice must be delivered to or mailed and received at
the Fund's address, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187,
Attn: W. Scott Jardine, 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 a 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.
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
- 26 -
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.
Timely submission of a proposal does not mean that such proposal will
be included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholders of a Fund who want to communicate with the Board of
Trustees or any individual Trustee should write the Fund to the attention of the
Fund Secretary, W. Scott Jardine. The letter should indicate that you are a Fund
shareholder. If the communication is intended for a specific Trustee and so
indicates, it will be sent only to that Trustee. If a communication does not
indicate a specific Trustee, it will be sent to the chairman of the Nominating
and Governance Committee of the Board and the outside counsel to the Independent
Trustees for further distribution as deemed appropriate by such persons.
INVESTMENT ADVISER, SUB-ADVISERS, ADMINISTRATORS AND TRANSFER AGENTS
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton,
Illinois 60187, serves as the Funds' investment adviser. Four Corners Capital
Management, LLC, 555 South Flower Street, Suite 3300, Los Angeles, California
90071, and Macquarie Capital Investment Management, LLC, 125 West 55th Street,
New York, New York 10019, serve as the investment sub-advisers to
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund.
Energy Income Partners, LLC, 49 Riverside Avenue, Westport, Connecticut 06880,
serves as the investment sub-adviser to Energy Income and Growth Fund. Chartwell
Investment Partners, L.P., 1235 Westlakes Drive, Berwyn, Pennsylvania 19312,
serves as the investment sub-adviser to First Trust Enhanced Equity Income Fund.
Aberdeen Asset Management, Inc., 300 SE 2nd Street, Suite 820, Fort Lauderdale,
Florida 33301, serves as the investment sub-adviser to First Trust/Aberdeen
Global Opportunity Income Fund. Fixed Income Discount Advisory Company, Inc.,
1211 Avenue of the Americas, 29th Floor, New York, New York 10036, serves as the
investment sub-adviser to First Trust/FIDAC Mortgage Income Fund. Valhalla
Capital Partners, LLC, 13011 W. Highway 42, Suite 201, Prospect, Kentucky 40059,
serves as the investment sub-adviser to First Trust Strategic High Income Fund
and First Trust Strategic High Income Fund II. First Trust Portfolios L.P., an
affiliate of First Trust Advisors, owns a minority interest in Valhalla Capital
- 27 -
Partners, LLC. Stonebridge Advisors LLC, 187 Danbury Road, Wilton, Connecticut
06897, serves as the investment sub-adviser to First Trust Tax-Advantaged
Preferred Income Fund and is an affiliate of First Trust Advisors L.P.
Confluence Investment Management LLC, 349 Marshall Avenue, Suite 302, St. Louis,
Missouri 63119, serves as the investment sub-adviser to First Trust Specialty
Finance and Financial Opportunities Fund. Aviance Capital Management, LLC, 2080
Ringling Boulevard, Sarasota, Florida 34237, serves as the investment
sub-adviser to First Trust Active Dividend Income Fund. First Trust Portfolios
L.P. owns a minority interest in Aviance Capital Management, LLC.
PNC acts as the administrator, accounting agent and transfer agent to
the Funds (other than First Trust Active Dividend Income Fund) and is located at
4400 Computer Drive, Westborough, Massachusetts 01581. PNC is a leading provider
of processing, technology and business intelligence services to asset managers,
broker/dealers and financial advisors.
J.P. Morgan Investor Services Co., located at 73 Tremont Street,
Boston, Massachusetts 02108, serves as the administrator and fund accountant to
First Trust Active Dividend Income Fund. AST, located at 59 Maiden Lane, New
York, New York 10038, serves as the transfer agent to First Trust Active
Dividend Income Fund.
SECTION 30(h) AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require
the Funds' officers and Trustees, certain persons affiliated with First Trust
Advisors and any sub-adviser and persons who beneficially own more than 10% of a
Fund's Shares to file reports of ownership and changes of ownership with the SEC
and the NYSE Amex (formerly known as the American Stock Exchange and the NYSE
Alternext US) or the New York Stock Exchange, as applicable, and to furnish the
Funds with copies of all Section 16(a) forms they file. Based solely upon a
review of copies of such forms received by the Funds and certain written
representations, the Funds believe that during the fiscal years ended October
31, 2008, November 30, 2008 and December 31, 2008, all such filing requirements
applicable to such persons were met except as noted below. For First Trust
Strategic High Income Fund, eight late Form 4s representing nine transactions
were filed in March 2008 on behalf of Ronald McAlister, an officer of First
Trust Advisors, relating to various purchases and sales of shares of the Fund
that occurred between November 2007 and February 2008. Mr. McAlister is no
longer a Section 16 officer of First Trust Strategic High Income Fund. For First
Trust Specialty Finance and Financial Opportunities Fund, one late Form 4
representing one transaction was filed in November 2008 on behalf of David
Schulte, an officer of the Fund's investment sub-adviser, relating to a purchase
of shares of the Fund that occurred in August 2008.
FISCAL YEAR
The fiscal year end for First Trust/FIDAC Mortgage Income Fund, First
Trust Strategic High Income Fund, First Trust Strategic High Income Fund II and
First Trust Tax-Advantaged Preferred Income Fund was October 31, 2008. The
fiscal year end for Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, Energy Income and Growth Fund, First Trust Specialty
Finance and Financial Opportunities Fund and First Trust Active Dividend Income
Fund was November 30, 2008. The fiscal year end for First Trust Enhanced Equity
Income Fund and First Trust/Aberdeen Global Opportunity Income Fund was December
31, 2008.
- 28 -
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of each Fund
following the Fund's fiscal year end. Each 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 directed to the Fund at 120 East Liberty
Drive, Suite 400, Wheaton, Illinois 60187 or by calling (800) 988-5891.
Please note that only one annual or semi-annual report, proxy statement
or Notice of Internet Availability of Proxy Materials (as applicable) may be
delivered to two or more shareholders of a Fund who share an address, unless the
Fund has received instructions to the contrary. To request a separate copy of an
annual or semi-annual report, proxy statement or Notice of Internet Availability
of Proxy Materials (as applicable), 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
Fund at the address and phone number set forth above. Pursuant to a request, a
separate copy will be delivered promptly.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matter 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 or postponement of the
Meeting, the persons named on the enclosed proxy card will vote thereon
according to their best judgment in the interests of the Funds.
March 20, 2009
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------------
- 29 -
SCHEDULE 1
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND'S LAST FISCAL YEAR
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
NOMINATING AND
EXECUTIVE GOVERNANCE VALUATION
AUDIT COMMITTEE COMMITTEE COMMITTEE COMMITTEE
FUND BOARD MEETINGS MEETINGS MEETINGS MEETINGS MEETINGS
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
MACQUARIE/FIRST TRUST GLOBAL 10 6 4 4 4
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND (1)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
ENERGY INCOME AND GROWTH FUND (1) 10 7 4 4 4
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST ENHANCED EQUITY 7 6 4 4 4
INCOME FUND (2)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST/ABERDEEN GLOBAL 7 6 12 4 4
OPPORTUNITY INCOME FUND (2)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST/FIDAC MORTGAGE 7 9 12 4 4
INCOME FUND (3)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST STRATEGIC HIGH 7 9 12 4 4
INCOME FUND (3)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST STRATEGIC HIGH 7 9 11 4 4
INCOME FUND II (3)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST TAX-ADVANTAGED 9 8 6 4 4
PREFERRED INCOME FUND (3)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST SPECIALTY FINANCE
AND FINANCIAL OPPORTUNITIES FUND 9 9 4 4 4
(1)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
FIRST TRUST ACTIVE DIVIDEND 8 7 4 4 4
INCOME FUND (1)
---------------------------------- ------------------ ----------------- ------------------ ----------------- ------------------
(1) For fiscal year ended November 30, 2008.
(2) For fiscal year ended December 31, 2008.
(3) For fiscal year ended October 31, 2008.
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. PURPOSE.
The Audit Committee (the "Committee") is appointed by the Boards of
Trustees (the "Boards") of investment companies (the "Funds") advised by First
Trust Advisors L.P. ("Fund Management") for the following purposes:
A. 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;
B. to oversee the quality and integrity of each Fund's
financial statements and the independent audit thereof;
C. 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
D. 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
Fund 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 New York Stock
Exchange, NYSE Arca, or the NYSE Alternext US or the NASDAQ Stock
Market (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 (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 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 Alternext US 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 Alternext US or
the NASDAQ Stock Market (as applicable). A member whom the Board
determines to be the Fund's "audit committee financial expert" shall be
presumed to qualify as financially sophisticated.
5. With respect to Funds that are closed-end funds,
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 twice 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.
A-2
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 Auditor's evaluation of the 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 Auditor's
activities or on access to requested information, any significant
disagreements with Fund Management, any accounting adjustments noted or
proposed by the auditor but not made by the Fund, any communications
between the audit team and the audit firm 's national office regarding
auditing or accounting issues presented by the engagement, any
significant changes required from the originally planned audit programs
and any adjustments to the financial statements recommended by the
External Auditors.
3. The Committee shall meet with the External Auditors in
the absence of Fund Management, as necessary.
4. The Committee shall pre-approve all audit services and
permitted non-audit services (including the fees and terms thereof) to
be performed for the Fund by its External Auditors. The Chairman of the
Committee is authorized to give such pre-approvals on behalf of the
Committee, and shall report any such pre-approval to the full
Committee.
5. The Committee shall pre-approve the External Auditor's
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 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. The Chairman of the Committee is authorized to
give such pre-approvals on behalf of the Committee, 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 Fund 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 Auditor's
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
Fund consistent with Independence Standards Board Standard No. 1 as may
be amended, restated, modified or replaced) regarding (a) the External
Auditor's 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 Auditor's
independence, including all relationships between the External Auditors
and the Fund and its 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
A-3
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 material effect on the Fund' s financial statements), in accordance
with and as required by Section 10A(b) of the Exchange Act.
9. The Committee shall ensure 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 considering 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, 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 F und
Management and the External Auditors the annual audited financial
statements of the Funds, 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."
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 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
management, such as any management letter or schedule of unadjusted
differences; and (d) all non-audit services provided to any entity in
A-4
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.
4. The Committee shall discuss with the External Auditors
the matters required to be discussed by Statement of Auditing Standards
("SAS") No. 90, Audit Committee Communications (which amended SAS No.
61, Communication with Audit Committees), that arise during the
External Auditor's review of the Funds' financial statements.
5. The Committee shall review and discuss with 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 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
shall be authorized to have these discussions with Fund Management on
behalf of the Committee, and shall report to the Committee regarding
any such discussions.
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.
A-5
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, at the address of the principal offices of the Funds,
which currently is 120 East Liberty Drive, Wheaton, Illinois,
60187, who shall forward the Report of Material Violation to
the Committee.
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 a Material
Violation, the Committee shall do the following if it deems an
investigation necessary:
o Notify the full Board;
o 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
o Retain such additional expert personnel
as the Committee deems necessary.
iv. At the conclusion of any such investigation, the
Committee shall:
o Recommend, by majority vote, that the
Fund implement an appropriate response to evidence of
a material violation; and
o 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.
A-6
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 regarding questionable accounting or auditing matters by
employees of the Funds and Fund Management, administrator, 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 the 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.
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 obtain any reports from Fund
Management with respect to the Funds' policies and procedures regarding
compliance with applicable laws and regulations. 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.
A-7
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 AUDITOR'S RESPONSIBILITIES.
A. Fund Management has the primary responsibility for establishing and
maintaining systems for accounting, reporting, disclosure and internal controls.
The External Auditors have the primary responsibility to plan and implement an
audit, with proper consideration given to the accounting, reporting and internal
controls. All External Auditors engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the
Funds shall report directly to the Committee. The External Auditors' ultimate
accountability is to the Board and the Committee, as representatives of
shareholders.
B. While the Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Committee to plan or conduct audits
or to determine that the Funds' financial statements are complete and accurate
and are in accordance with GAAP, nor is it the duty of the Committee to assure
compliance with laws and regulations and/or the Funds' Code of Ethics.
C. In discharging its responsibilities, the Committee and its members
are entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of a Fund; (2) legal counsel, public accountants, or other
persons as to matters the Committee member reasonably believes are within the
person's professional or expert competence; or (3) a Board committee of which
the Committee member is not a member.
A-8
[BLANK INSIDE BACK COVER]
[BLANK BACK COVER]
PROXY CARD
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Proxy - First Trust/FIDAC Mortgage Income Fund COMMON SHARES
--------------------------------------------------------------------------------
_________________
PROXY SOLICITED BY THE BOARD OF TRUSTEES
ANNUAL MEETING ON APRIL 16, 2009 _________________
The undersigned holder of shares of the First Trust/FIDAC Mortgage Income Fund
(the "Fund"), a Massachusetts business trust, hereby appoints W. Scott Jardine,
Mark R. Bradley, Kristi A. Maher, James M. Dykas and Erin E. Chapman as
attorneys and proxies for the undersigned, with full powers of substitution and
revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of the Fund that the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund (the "Meeting") to be held at the
offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, at 4:00 p.m. Central time on the date indicated above,
and any adjournments or postponenments thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 20, 2009, 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. 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 PROPOSAL.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this proxy. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer,
please give full title.
_____________________________________ _____________________
Signature Date
_____________________________________ _____________________
Signature (Joint Owners) Date
FMY-CMN-PXC
FIR01
--------------------------------------------------------------------------------
Annual Meeting Proxy Card
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSAL.
Election of Class II Trustees - The Board of Trustees recommends you vote FOR
the election of all Nominees for three-year terms.
Please mark your votes as indicated in this example [X]
1. Nominees: For Withhold For Withhold
01 - Richard E. Erickson [ ] [ ] 02 - Thomas R. Kadlec [ ] [ ]
(Class II) (Class II)
Non-Voting Items
Change of Address -- Please print your new address below.
Comments -- Please print your comments below.
PLEASE SIGN ON REVERSE SIDE
FIR-CMN-PXC