SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLP
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [x]
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
First Trust Dynamic Europe Equity Income Fund
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLP
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Bulldog Investors, LLP, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
(201) 881-7111 // pgoldstein@bulldoginvestors.com
To: Fellow Shareholders of First Trust Dynamic Europe Equity Income Fund (FDEU)
From: Phillip Goldstein, Managing Partner
Date: March 3, 2023
CAN WE TRUST OUR TRUSTEES?
Each of the so-called independent Trustees of FDEU makes over $500,000 per year
from mutual funds managed by First Trust. We think that level of compensation
has compromised their independence. Read on and decide for yourself.
Investors who originally purchased shares of FDEU were promised that, in 2023,
the Trustees would call a shareholder meeting to vote to convert it to an
open-end fund. Because the Fund's shares have been trading at a double-digit
discount to their net asset value (NAV), we recently reached out to the Board
of Trustees to ask if they intended to recommend a vote for the Fund's
conversion to an open-end fund. They refused to commit and gave no reason.
Why would the incumbent Trustees not support an action that would instantly
increase shareholder value? We think the reason is that if FDEU open-ends,
some shareholders may redeem their shares at NAV. That would reduce the size
of the Fund and the fees that First Trust earns from managing it. In other
words, what is good for shareholders may be bad for management. And the
Trustees want to keep management's fees up so as not to jeopardize their
own massive fees.
Because the Trustees refused to commit to do the right thing for
shareholders, we decided to solicit proxies to elect truly independent
Trustees who we are confident will support an open-ending or other
action to address the trading discount of the Fund's shares. Faced with
the prospect of losing an election, the Trustees have resorted to
unethical means in a desperate attempt to eliminate any competition.
Specifically, they claim that our nominees are "ineligible" and say they
will refuse to count any votes submitted for them. That is a transparent
and, we believe, illegal attempt to entrench themselves in their
positions as Trustees. Consequently, it is likely that a lawsuit will
be filed to compel the Fund to count the votes for our nominees. We
have seen this sort of abuse of power before and sued to have all votes
counted. So, despite the Board's heavy-handed attempt to have a
"one party" election, you can vote for our nominees and be confident
that a court challenge will be filed to order the Fund to count all votes.
Despite their attempt to prevent a fair election, the Trustees have
nevertheless committed to spend more than $170,000 of shareholder -- not
their own -- money to solicit proxies. They obviously fear that our
nominees have a good chance to win a fair election and a court will
scrutinize the votes they refused to count. Do not allow them to get
away with it. If you want a higher stock price for your shares of FDEU,
our advice is to ignore the Trustees' self-serving phone calls and
letters and vote for our nominees on the enclosed Green proxy card.
In short, the Trustees want to conduct an election the way North Korea
conducts elections. Fortunately, we have courts that will not tolerate
such self-serving undemocratic behavior. To sum up, this election is
about whether we want Trustees that will do whatever is in
shareholders' best interest even if it is not in First Trust's interest.
If you would like to discuss this matter, please call me directly at
(914) 260-8248 or email me at pgoldstein@bulldoginvestors.com.
**
PLEASE RETURN THE ENCLOSED GREEN PROXY CARD TO VOTE FOR OUR NOMINEES.
IF YOUR SHARES ARE HELD IN STREET NAME, YOU MAY VOTE ONLINE AT
WWW.PROXYVOTE.COM OR BY TELEPHONE AT 1-800-454-8683. IF YOU HAVE
ALREADY RETURNED MANAGEMENT'S PROXY CARD (EVEN IF YOU VOTED AGAINST
THE BOARD'S NOMINEES), YOU STILL NEED TO VOTE OUR GREEN PROXY CARD
TO OVERIDE IT.
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR PROXY, PLEASE CALL
INVESTORCOM AT 1-877-972-0090.
Very truly yours,
/s/ Phillip Goldstein
Phillip Goldstein
Managing Partner
PROXY STATEMENT OF BULLDOG INVESTORS, LLP IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF TRUSTEES OF FIRST TRUST DYNAMIC EUROPE EQUITY INCOME
FUND FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors, LLP ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card on or about March 3, 2023 to shareholders
of First Trust Dynamic Europe Equity Income Fund (the "Fund") of record as
of December 30, 2022. We are soliciting a proxy to vote your shares at the
2023 Annual Meeting of Shareholders (the "Meeting"), which is scheduled for
April 3, 2023. Please refer to the Fund's proxy soliciting material for
additional information concerning the Meeting and the matters to be
considered by shareholders.
INTRODUCTION AND REASONS FOR THE SOLICITATION
The purpose of the Meeting is to elect two Class I Trustees for a three-year
term. We are soliciting a proxy to vote your shares FOR the election of the
two nominees named below.
When investors purchased shares of the Fund in the IPO in 2015, they were
assured that in 2023, the Fund would call a shareholder meeting to vote to
convert it to an open-end fund. With the Fund's shares trading a double-digit
discount to NAV (according to CEFConnect.com), we recently reached out to the
Board of Trustees to ask if they intended to recommend a vote for the Fund's
conversion to an open-end fund. It refused to commit to do so. Consequently,
we are soliciting proxies to elect Trustees who we believe will support an
open-ending or other action to address the trading discount of the Fund's
shares to their NAV.
POTENTIAL LITIGATION
The Board has asserted that our nominees are ineligible, and has said it will
refuse to count any votes submitted for them, because of our alleged "failure
to provide all information," (none of which the Board articulated, even after
being asked to do so), required by the Fund's incomprehensible bylaws. We
believe the Trustees' refusal to count all votes by shareholders is a defensive,
self-serving, and illegal attempt to entrench themselves in office.
Consequently, a lawsuit may have to be filed to compel the Fund to count
the votes for our nominees.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below. In addition, you will be granting the proxy holders discretionary
authority to vote on any other matters that may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business will exist if holders of more than
33-1/3% of the shares entitled to vote are represented at the Meeting. As of
December 30, 2022, there were 17,231,908 shares of the Fund outstanding. The
election of a Trustee requires the affirmative vote of a plurality of the
votes cast, i.e., the nominee receiving the most votes for each seat will
be elected. We do not expect any broker non-votes and a vote to withhold
will have no effect on the election of Trustees.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to the
inspector of election; or (iii) voting in person at the Meeting. Attendance
at the Meeting will not by itself revoke a proxy. There is no limit on how
many times you may revoke your proxy and only your most recent proxy will
be counted.
PROPOSAL 1: ELECTION OF TWO TRUSTEES
Our affiliate intends to nominate the following persons for election as
independent Trustees. Each nominee has consented to be nominated and, if
elected, to serve as a Trustee. Neither nominee owns any shares of the Fund
and, unlike the incumbent Trustees, has no direct or indirect relationship
with the Fund's investment advisor. There are no arrangements or
understandings between either nominee and Bulldog Investors or its
affiliates in connection with the nomination. Please refer to the Fund's
proxy soliciting material for additional information concerning the
election of Trustees and any other matters related to the Meeting.
Paul Poole (born 1966) - Mr. Poole is the U.S. marketing agent for
Hiltl Trousers, a clothing manufacturer.
Jake Pampinella (born 2001) - Mr. Pampinella is a mechanical engineering
student at Hofstra University.
Unless instructions to the contrary are given, your proxy will be voted in
favor of the above nominees for election as Trustees.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or
employed by us may assist us in the solicitation of proxies. Banks,
brokerage houses and other securities intermediaries will be requested
to forward this proxy statement and the enclosed GREEN proxy card to the
beneficial owners for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy solicitation.
Because we believe that all shareholders will benefit from this solicitation,
we intend to seek, subject to any applicable regulatory requirements,
reimbursement of our expenses from the Fund. Shareholders will not be asked
to vote on the reimbursement of these expenses, which we estimate will
total $75,000.
PARTICIPANTS
As of February 24, 2023, Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, beneficially owned 1,188,270 shares of the Fund
which were purchased between August 24, 2022 and February 24, 2023. The
"participants" (as defined by the SEC) in this solicitation, none of whom
has any arrangement or understanding with any person with respect to any
securities of the Fund or with respect to future employment by the Fund or
any of its affiliates or to any future transactions to which the Fund or
any of its affiliates will or may be a party, include Bulldog Investors and
its principals, Phillip Goldstein and Andrew Dakos, each of the above named
nominees, and each client advised by Bulldog Investors including Special
Opportunities Fund, Inc., regardless of such "participant's" role in this
solicitation.
March 3, 2023
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLP IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF TRUSTEES OF FIRST TRUST DYNAMIC EUROPE EQUITY
INCOME FUND (THE "FUND") FOR THE FUND'S 2023 ANNUAL MEETING OF SHAREHOLDERS
(THE "MEETING").
The undersigned hereby appoints Phillip Goldstein and Andrew Dakos and each of
them, as the undersigned's proxies, with full power of substitution, to attend
the Meeting and any adjourned or postponed Meeting, and to vote on all matters
that come before the Meeting the number of shares that the undersigned would
be entitled to vote if present in person, as specified below.
(NSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF TWO TRUSTEES
[ ] FOR PAUL POOLE [ ] WITHHOLD AUTHORITY
[ ] FOR JAKE PAMPINELLA [ ] WITHHOLD AUTHORITY
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the above
nominees as Trustees. The undersigned hereby acknowledges receipt of the
proxy statement dated March 3, 2023 of Bulldog Investors and revokes any
proxy previously executed.
Signature(s) _____________________________ Dated: ______________