FIRST TRUST ENHANCED EQUITY INCOME FUND

FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND

FIRST TRUST MORTGAGE INCOME FUND

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

March 19, 2024

Dear Shareholder:

The accompanying materials relate to the Joint Annual Meetings of Shareholders (collectively, the "Meeting") of each fund listed above (each a "Fund" and collectively the "Funds"). The Meeting is scheduled to be held on Tuesday, April 30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

At the Meeting, you will be asked to vote on a proposal to elect two of the Trustees of your Fund (the "Proposal") and to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. The Proposal is described in the accompanying Notice of Joint Annual 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. 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,

James A. Bowen

Chairman of the Boards

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 your 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 proxycard.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy should be indicated unless it is reflected in the form of registration. For example:

REGISTRATION

VALID SIGNATURECORPORATE ACCOUNTS

ABC Corp.

John Doe, Treasurer

John Doe

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

  • (1) ABC Corp.

  • (2) ABC Corp.

  • (3) ABC Corp.

    c/o John Doe, Treasurer

  • (4) ABC Corp. Profit Sharing Plan

FIRST TRUST ENHANCED EQUITY INCOME FUND

FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND

FIRST TRUST MORTGAGE INCOME FUND

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS

To be held on April 30, 2024

March 19, 2024

To the Shareholders of the above Funds:

Notice is hereby given that the Joint Annual Meetings of Shareholders (collectively, the "Meeting") of the funds listed above (each a "Fund" and collectively the "Funds"), each a Massachusetts business trust, are scheduled to be held on Tuesday, April 30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. At the Meeting, shareholders will be asked to consider and vote on Proposal 1 set forth below and to transact such other business as may properly come before the Meeting (including any adjournments or postponements):

1. To elect two Trustees (the Class II Trustees) of each Fund.

The Board of Trustees of each Fund has fixed the close of business on the date set forth below as the record date for the determination of shareholders of such Fund entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof:

  • For First Trust Enhanced Equity Income Fund, March 4, 2024;

  • For First Trust Intermediate Duration Preferred & Income Fund, March 4, 2024; and

  • For First Trust Mortgage Income Fund, March 8, 2024.

By Order of the Boards of Trustees,

W. Scott Jardine

Secretary

SHAREHOLDERS ARE REQUESTED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR SIGNING PROXY CARDS ARE SET FORTH FOLLOWING THE LETTER TO SHAREHOLDERS.

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FIRST TRUST ENHANCED EQUITY INCOME FUND

FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND

FIRST TRUST MORTGAGE INCOME FUND

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

JOINT ANNUAL MEETINGS OF SHAREHOLDERS

To be held on April 30, 2024

JOINT PROXY STATEMENT

March 19, 2024

This Joint Proxy Statement and the enclosed proxy card will first be mailed to shareholders on or about March 28, 2024.

This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Trustees of the funds listed above (each a "Fund" and collectively the "Funds"), each a Massachusetts business trust, for use at the Joint Annual Meetings of Shareholders of the Funds scheduled to be held on Tuesday, April 30, 2024, at 12:00 noon Central Time, at the Wheaton, Illinois offices of First Trust Advisors L.P., the investment advisor to each Fund, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any adjournments or postponements thereof (collectively, the "Meeting"). A Notice of Joint Annual Meetings of Shareholders and a proxy card accompany this Joint Proxy Statement. The Board of Trustees of each Fund has determined that the use of this Joint Proxy Statement is in the best interests of the Fund in light of the same matter being considered and voted on by shareholders.

The principal offices of each of the Funds are located at 120 East Liberty Drive, Suite 400,

Wheaton, Illinois 60187.

Proxy solicitations for the Funds will be made primarily by mail. However, proxy solicitations may also be made by telephone or personal interviews conducted by officers and service providers of the Funds, including any agents or affiliates of such service providers.

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 proxy solicitation materials from the Funds to the person(s) for whom they hold Fund shares.

The close of business on (i) for each of First Trust Enhanced Equity Income Fund and First Trust Intermediate Duration Preferred & Income Fund, March 4, 2024, and (ii) for First Trust Mortgage Income Fund, March 8, 2024, has been fixed as the record date (each such date, a "Record Date") for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. In the event that, for any reason, a new record date is set for the Meeting, a proxy received from a shareholder who was a shareholder of record on both the applicable Record Date and the new record date will remain in full force and effect unless explicitly revoked by the applicable shareholder.

Each Fund has one class of shares of beneficial interest, par value $0.01 per share, known as common shares ("Shares").

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER

MEETING SCHEDULED TO BE HELD ON APRIL 30, 2024. This Joint Proxy Statement is available on the Internet athttps://www.ftportfolios.com/LoadContent/gwadycba8rao. Each Fund's most recent annual and semi-annual reports are also available on the Internet athttps://www.ftportfolios.com. To find a report, select your Fund under the "Closed-End Funds" tab, select the "News & Literature" link, and go to the "Quarterly/Semi-Annual or Annual Reports" heading. In addition, the 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 First Trust Advisors L.P. ("First Trust Advisors" or the "Advisor"), at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, or call toll-free (800) 988-5891.

You may call toll-free (800) 988-5891 for information on how to obtain directions to be able to attend the Meeting and vote in person.

In order that your Shares may be represented at the Meeting, you are requested to:

  • indicate your instructions on the proxy card;

  • date and sign the proxy card;

  • mail the proxy card promptly in the enclosed envelope which requires no postage if mailed in the continental United States; and

  • allow sufficient time for the proxy card to be received by 12:00 noon Central Time, on Tuesday, April 30, 2024 (the date of the Meeting). (However, proxies received after this date may still be voted in the event the Meeting is adjourned or postponed to a later date.)

VOTING

As described further in the proposal, for each Fund, the affirmative vote of the holders of a plurality of the Shares present and entitled to vote at the Meeting will be required to elect the specified nominees as the Class II Trustees of that Fund provided a quorum is present. Abstentions, withheld votes (as described below) 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), if any, will have no effect on the approval of the proposal.

With respect to each Fund, shareholders of record on the applicable Record Date are entitled to one vote for each full Share the shareholder owns and a proportionate fractional vote for any fraction of a Share the shareholder owns. Using the enclosed proxy card, with respect to each specified nominee, a shareholder may authorize the named proxies to vote the Shares represented thereby for the election of such nominee or may indicate that authority to vote for the election of such nominee is withheld (a "withheld vote"). If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted, or the vote withheld, 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 specified nominees as the 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 by (i) attending the Meeting and voting in person; (ii) timely submitting a revocation of a prior proxy to (a) the applicable Fund's Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 or (b) if the Shares are held in "street name," to the applicable broker-dealer; or (iii) timely submitting a later-dated proxy to the applicable Fund. With respect to each Fund, a list of shareholders of record entitled to notice of the Meeting will be available at the Advisor's Wheaton, Illinois offices, located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder during regular business hours beginning on the second business day after notice is given of the Meeting, subject to restrictions that may be imposed on a requesting shareholder on the copying, use or distribution of the information contained in the list. Shareholders will need to provide advance written notice to the applicable Fund to inspect the list of shareholders and will also 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 (as amended and restated on June 22, 2023, the "By-Laws"), a quorum with respect to a matter is constituted by the presence in person or by proxy of the holders of thirty-three and one-third percent (33-1/3%) of the outstanding Shares entitled to vote on the matter. For each Fund, for the purposes of establishing whether a quorum is present with respect to the Meeting, all Shares present in person or by properly submitted proxy and entitled to vote, including abstentions, withheld votes and broker non-votes, if any, shall be counted. For each Fund, the Meeting may be postponed prior to the Meeting with notice to shareholders entitled to vote at the Meeting. In addition, for each Fund, the Meeting may, by action of the chair of the Meeting, be adjourned from time to time with respect to one or more matters, whether or not a quorum is present with respect to such matter or matters. Moreover, for each Fund, upon motion of the chair of the Meeting, the question of adjournment may be submitted to a vote of the shareholders, and in that case, any adjournment must be approved by the vote of holders of a majority of the Shares present and entitled to vote with respect to the matter or matters adjourned, and without further notice. Unless a proxy is otherwise limited in this regard, any Shares present and entitled to vote at the Meeting, including those that are represented by broker non-votes, if any, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or adjournments.

SHARES AND SHARE OWNERSHIP

SHARES OUTSTANDING ON THE APPLICABLE RECORD DATE

On the applicable Record Date, each Fund had the following number of Shares outstanding:

FUND

TICKER SYMBOL1

SHARES OUTSTANDING

FIRST TRUST ENHANCED EQUITY INCOME FUND

FFA

19,988,085

FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND

FPF

60,847,827

FIRST TRUST MORTGAGE INCOME FUND

FMY

4,213,115

1 The Shares of each of the Funds are listed on the New York Stock Exchange ("NYSE").

SHARE OWNERSHIP OVER 5%

To the knowledge of the Board of Trustees of each Fund, as of the applicable Record Date, no single shareholder or "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) owned, beneficially or of record, more than 5% of the Fund's outstanding Shares, except as described in the following table. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or otherwise acknowledges the existence of control. If a party controls a Fund, such party may be able to significantly affect the outcome of any item presented to shareholders for approval. Information as to ownership of Shares, including percentage of outstanding Shares owned, is based on (1) securities position listing reports as of the applicable Record Date and (2) Schedule 13D and Schedule 13G statements (and amendments thereto) filed with the Securities and Exchange Commission ("SEC") by shareholders on the dates indicated in such filings. The Funds do not have any knowledge of the identity of the ultimate beneficial owners of the Shares listed below. Further, it is possible that certain holdings may be included in both securities position listing reports and Schedule 13D and/or Schedule 13G statements.

NAME AND ADDRESS

OF OWNER

SHARES OWNED

% OF OUTSTANDING SHARES

OWNED

FIRST TRUST ENHANCED EQUITY INCOME FUND:

Wells Fargo Clearing Services, LLC 2801 Market Street

St. Louis, MO 63103

4,314,808 Shares

21.59%

Morgan Stanley Smith Barney LLC ("MSSB")1 1300 Thames Street, 6th Floor

Baltimore, MD 21231

2,756,979 Shares1

13.79%1

Raymond James & Associates, Inc. 880 Carillon Parkway

St. Petersburg, FL 33716

2,641,670 Shares

13.22%

Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016

1,910,827 Shares

9.56%

1

Information is based on a securities position listing report as of the applicable Record Date. In addition, on February 8, 2024, Morgan Stanley and MSSB, 1585 Broadway, New York, NY 10036, jointly filed Amendment No. 7 to Schedule 13G with the SEC. In such filing, Morgan Stanley and MSSB each reported: (i) beneficial ownership of 1,485,241 Shares, representing 7.4% of outstanding Shares; (ii) shared dispositive power of 1,485,241 Shares; and (iii) sole voting power, shared voting power and sole dispositive power of 0 Shares. Further, based on such filing, the securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by MSSB, a wholly-owned subsidiary of Morgan Stanley.

NAME AND ADDRESS

OF OWNER

SHARES OWNED

% OF OUTSTANDING SHARES

OWNED

National Financial Services LLC 499 Washington Blvd.

Jersey City, NJ 07310

1,346,444 Shares

6.74%

RBC Capital Markets, LLC 60 S. 6th Street - P09 Minneapolis, MN 55402

1,024,453 Shares

5.13%

FIRST TRUST INTERMEDIATE DURATION PREFERRED & INCOME FUND:

Morgan Stanley Smith Barney LLC ("MSSB")2 1300 Thames Street, 6th Floor

Baltimore, MD 21231

20,988,832 Shares2

34.49%2

Wells Fargo Clearing Services, LLC 2801 Market Street

St. Louis, MO 63103

4,952,649 Shares

8.14%

National Financial Services LLC 499 Washington Blvd.

Jersey City, NJ 07310

4,895,636 Shares

8.05%

Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016

4,545,709 Shares

7.47%

FIRST TRUST MORTGAGE INCOME FUND:

Sit Investment Associates, Inc.3

Sit Fixed Income Advisors II, LLC3 3300 IDS Center

80 South Eighth Street Minneapolis, MN 55402

2,274,727 Shares3

53.99%3

The Northern Trust Company 801 S. Canal Street

Chicago, IL 60607

1,181,668 Shares

28.05%

Edward Jones

201 Progress Parkway

Maryland Heights, MO 63043-3042

552,221 Shares

13.11%

Charles Schwab & Co., Inc. 2423 E. Lincoln Drive Phoenix, AZ 85016

341,039 Shares

8.09%

JPMorgan Chase Bank, National Association 500 Stanton Christiana Road, OPS 4 Floor 02 Newark, DE 19713

315,131 Shares

7.48%

1607 Capital Partners, LLC4 13 S. 13th Street, Suite 400 Richmond, VA 23219

311,226 Shares4

7.4%4

2

Information is based on a securities position listing report as of the applicable Record Date. In addition, on February 9, 2024, Morgan Stanley and MSSB, 1585 Broadway, New York, NY 10036, jointly filed Amendment No. 12 to Schedule 13G with the SEC. In such filing, Morgan Stanley and MSSB each reported: (i) beneficial ownership of 6,156,645 Shares, representing 10.1% of outstanding Shares; (ii) shared dispositive power of 6,156,645 Shares; (iii) shared voting power of 2 Shares; and (iv) sole voting power and sole dispositive power of 0 Shares. Further, based on such filing, the securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by MSSB, a wholly-owned subsidiary of Morgan Stanley.

3

Information is according to Amendment No. 27 to Schedule 13D filed with the SEC pursuant to a joint filing agreement on March 5, 2024. Such filing states that the reporting persons have shared voting power and shared dispositive power with respect to the Shares held.

4

Information is according to Amendment No. 12 to Schedule 13G filed with the SEC on February 8, 2024.

NAME AND ADDRESS

OF OWNER

SHARES OWNED

% OF OUTSTANDING SHARES

OWNED

The Bank of New York Mellon

525 William Penn Place, Suite 153-0400 Pittsburgh, PA 15259

265,768 Shares

6.31%

Principal Bank 711 High Street

Des Moines, IA 50392

234,003 Shares

5.55%

National Financial Services LLC 499 Washington Blvd.

Jersey City, NJ 07310

221,242 Shares

5.25%

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First Trust Intermediate Duration Preferred & Income Fund published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 15:39:36 UTC.