FFA First Trust Enhanced Equity Income Fund

Proxy Statement

_______ __, 2022

This Proxy Statement and the enclosed proxy card will first be mailed to shareholders on or about __, 2022.

This Proxy Statement is being furnished by the Board of Trustees (the “Board of Trustees” or the “Board”) of First Trust Enhanced Equity Income Fund (the “Fund”) in connection with the solicitation by the Board of proxies to be voted at a special meeting of the shareholders of the Fund scheduled to be held on ____, __________, 2022, at _______ Central Time, at the offices of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”), located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, and at any and all adjournments or postponements thereof (referred to collectively as the “Meeting”). A Notice of Special Meeting of Shareholders and a proxy card accompany this Proxy Statement.

As discussed more fully below, shareholders of the Fund are being asked to consider and vote on the proposal set forth below and to transact such other business as may properly come before the Meeting (including any adjournments or postponements):

• To approve a new investment sub-advisory agreement among the Fund, First Trust Advisors L.P., as investment advisor, and Chartwell Investment Partners, LLC, as investment sub-advisor (“Proposal 1” or the “Proposal”).

Shareholders may vote by telephone or via the Internet by following the instructions on the enclosed proxy card. Shareholders may also vote by mail by returning the enclosed proxy card or in person by attending the Meeting. Please note that shareholders who intend to attend the Meeting will need to provide valid identification and, if they hold shares through a bank, broker or other nominee, satisfactory proof of ownership of shares, such as a voting instruction form (or a copy thereof) or a letter from their bank, broker or other nominee or broker’s statement indicating ownership as of the Record Date (as defined below), to be admitted to the Meeting.

The Board recommends that shareholders vote “FOR” the Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders Scheduled to Be Held on ___________, 2022. This Proxy Statement is available on the Internet at https://www.ftportfolios.com/LoadContent/goaucpjwgo3y. The Fund’s most recent annual and semi-annual reports are also available on the Internet at https://www.ftportfolios.com/Retail/Cef/CEFFundNews.aspx?Ticker=FFA. The Fund will furnish, without charge, copies of its most recent annual and semi-annual reports to any shareholder upon request. To request a copy, please write to First Trust Advisors L.P. 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.

Proposal 1: Approval of a New Investment Sub-Advisory Agreement for the Fund

Background and Reason for Meeting

Chartwell Investment Partners, LLC currently serves as investment sub-advisor to the Fund. Chartwell Investment Partners, LLC or a predecessor entity (the terms “Chartwell” and the “Sub-Advisor” may refer to Chartwell Investment Partners, LLC or one of its predecessor entities) has served as investment sub-advisor to the Fund since 2007. As investment sub-advisor, Chartwell is responsible for, among other things, the selection and ongoing monitoring of the securities in the Fund’s investment portfolio pursuant to an investment sub-advisory agreement dated as of July 2, 2014 among the Fund, the Advisor and Chartwell (the “Current Sub-Advisory Agreement”).

Currently, Chartwell is a wholly-owned subsidiary of TriState Capital Holdings, Inc. (NASDAQ: TSC) (“TriState”), a publicly traded company. TriState has entered into a definitive agreement with Raymond James Financial, Inc. (NYSE: RJF) (“Raymond James”), a publicly traded company, under which Raymond James will acquire TriState (the “Transaction”), subject to applicable regulatory approvals, approval by TriState’s shareholders and other customary closing conditions. As part of the Transaction, Chartwell will become a wholly-owned subsidiary of Carillon Tower Advisers, Inc. (“Carillon”), a wholly-owned subsidiary of Raymond James that is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor. The Transaction is currently expected to close some time in the second quarter of 2022 (the “Closing”). After the Closing, it is anticipated that Chartwell, operating as a subsidiary of Carillon, will maintain its independent brand and management.

Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”), requires, among other things, that any investment advisory agreement, including any investment sub-advisory agreement, provide for its automatic termination in the event of its “assignment.” The closing of the Transaction will operate as an “assignment” (as defined in the 1940 Act) of the Current Sub-Advisory Agreement that will result in its automatic termination. Accordingly, shareholders of the Fund are being asked to approve a new investment sub-advisory agreement among the Fund, the Advisor and Chartwell (the “New Sub-Advisory Agreement”).

In anticipation of the Transaction, at a meeting held on December 5-6, 2021 (the “Board Meeting”), the Board of Trustees of the Fund, after careful consideration, determined that it would be in the best interests of the Fund for Chartwell to continue to act as the investment sub-advisor to the Fund following the Closing. Accordingly, at the Board Meeting, the Board, including a majority of the Trustees who are not “interested persons” of the Fund (as defined in the 1940 Act) (the “Independent Trustees”), approved, subject to shareholder approval, the New Sub-Advisory Agreement. In addition, to avoid any interruption of investment sub-advisory services for the Fund in the event the Closing occurs prior to the receipt of shareholder approval of the New Sub-Advisory Agreement, the Board, including a majority of the Independent Trustees, also approved an interim sub-advisory agreement with Chartwell (the “Interim Sub-Advisory Agreement”). If the Closing occurs prior to the receipt of shareholder approval of the New Sub-Advisory Agreement, the Interim Sub-Advisory Agreement would be effective upon the Closing and would remain in effect (a) for 150 days following the Closing, (b) until shareholders of the Fund approve the New Sub-Advisory Agreement, or (c) unless sooner terminated as provided by the terms of the Interim Sub-Advisory Agreement, whichever occurs first. (See “BOARD CONSIDERATIONS” below.)

It is important to note that the Transaction is not expected to impact the day-to-day operations of the Fund and the portfolio managers of the Fund (identified below under “PORTFOLIO MANAGEMENT”) are expected to remain the same. Additionally, the New Sub-Advisory Agreement will not result in changes to the Fund’s investment sub-advisory fee rate or expense ratio.

Additional Information

Chartwell, located at 1205 Westlakes Drive, Berwyn, Pennsylvania 19312, is an investment advisor registered with the SEC. The firm focuses on institutional, sub-advisory and private client relationships, and is a research-based equity and fixed-income manager with a disciplined, team-oriented investment process. As of February 28, 2022, Chartwell had approximately $11.4 billion in assets under management.

The names, positions with Chartwell and principal occupations of the persons who are principal executive officers and directors of Chartwell are listed below:

The business address for Ms. Molino and Messrs. Riddle, Magee, Hagar and McCloskey is 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312. The business address for Ms. Villatoro de Friedman and Messrs. Getz, Fetterolf, Bonvenuto and Dolan is One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219.

Currently, Chartwell is a wholly-owned subsidiary of TriState. TriState is a diversified financial services firm providing banking and asset management services to individuals, corporations and municipalities. TriState’s principal executive offices are located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219. Following the Closing, it is anticipated that TriState will operate as a separately branded firm and as a stand-alone division and independently chartered bank subsidiary of Raymond James, but TriState will not retain an ownership interest in Chartwell.

As noted above, as a result of the Closing, Chartwell will become a wholly-owned subsidiary of Carillon, which is a wholly-owned subsidiary of Raymond James. As of February 28, 2022, Carillon and its investment management affiliates collectively had approximately $72 billion in assets under management. Raymond James is a diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. Carillon and Raymond James are each located at 880 Carillon Parkway, Saint Petersburg, Florida 33716.

Portfolio Management

The Closing is not expected to result in any changes to the portfolio managers serving the Fund, identified below.

Douglas W. Kugler, CFA

Senior Portfolio Manager

Mr. Kugler joined Chartwell in 2003, is a Senior Portfolio Manager on Chartwell’s large-cap equity portfolio management team and has 25 years of investment industry experience. From 1993 to 2003, he held several positions at Morgan Stanley Investment Management (Miller Anderson & Sherrerd), the last of which was Senior Associate and Analyst for the Large Cap Value team. Mr. Kugler is a member of the CFA (Chartered Financial Analysts) Institute and the CFA Society of Philadelphia. He holds the Chartered Financial Analyst designation. Mr. Kugler earned a Bachelor's degree in Accounting from the University of Delaware.

Peter M. Schofield, CFA

Senior Portfolio Manager

Mr. Schofield joined Chartwell in 2010, is a Senior Portfolio Manager on Chartwell’s large-cap equity portfolio management team and has 38 years of investment industry experience. From 2005 to 2010, he was a Co-Chief Investment Officer at Knott Capital. From 1996 to 2005, he was a Portfolio Manager at Sovereign Asset Management. Prior to Sovereign Asset Management, he was a portfolio manager at Geewax, Terker & Company. Mr. Schofield holds the Chartered Financial Analyst designation and is a member of the CFA (Chartered Financial Analysts) Institute and the CFA Society of Philadelphia. Mr. Schofield earned a Bachelor's degree in History from the University of Pennsylvania.

Comparison of Certain Terms of the New Sub-Advisory Agreement and Current Sub-Advisory Agreement

Below is a brief comparison of the material terms of the Current Sub-Advisory Agreement to the corresponding terms of the New Sub-Advisory Agreement. As described below, many of the terms of the New Sub-Advisory Agreement and the Current Sub-Advisory Agreement are the same, including, among others, those relating to fees. The New Sub-Advisory Agreement will have a new effective date and initial term. In addition, the New Sub-Advisory Agreement will include a new provision that specifically precludes third-party beneficiaries and a new provision relating to forum selection. If approved by shareholders, the New Sub-Advisory Agreement will become effective upon or following such approval (but not before the Closing) and will remain in effect for two years (unless sooner terminated in accordance with its terms); thereafter, it may be continued for successive one-year periods as described below under “Continuance.” The summary set forth below is qualified by reference to the form of the New Sub-Advisory Agreement attached to this Proxy Statement as Exhibit A. You should refer to Exhibit A for the complete terms of the New Sub-Advisory Agreement.

Sub-Advisory Services. Both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement provide that the Sub-Advisor will manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and subject to the supervision of the Fund’s Board and the Advisor. As is the case under the Current Sub-Advisory Agreement, under the New Sub-Advisory Agreement, the Sub-Advisor is required to monitor the Fund’s investments and to comply with the provisions of the Fund’s Declaration of Trust and By-Laws and the stated investment objectives, policies and restrictions of the Fund.

Brokerage/Purchases and Sales of Portfolio Investments. As is the case under the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement authorizes the Sub-Advisor to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and directs the Sub-Advisor to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. In addition, under both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement, the Sub-Advisor agrees to communicate to the officers and Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. Further, both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement provide that in no instance will the Fund’s portfolio transactions be purchased from or sold to the Advisor, the Sub-Advisor or any affiliated person of either the Fund, the Advisor or the Sub-Advisor, except as may be permitted under the 1940 Act. In addition, the New Agreement provides that under no circumstances will the Sub-Advisor select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.

Fees. The New Sub-Advisory Agreement will not result in changes to the Fund’s investment sub-advisory fees, nor will it result in changes to any of the Fund’s other fees. As is the case under the Current Sub-Advisory Agreement, under the New Sub-Advisory Agreement, the Advisor will pay the Sub-Advisor a portfolio management fee on a monthly basis. Both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement provide that for services provided and expenses assumed, the Advisor will pay the Sub-Advisor a fee equal to the annual rate of 0.50% of the Fund’s “Managed Assets” (i.e., average daily gross assets of the Fund, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding common shares and accrued liabilities (including the value of call options written (sold))).

For the Fund’s last fiscal year, the aggregate amount of the sub-advisory fees paid by the Advisor to the Sub-Advisor was $1,944,843.

Payment of Expenses. As is the case under the Current Sub-Advisory Agreement, under the New Sub-Advisory Agreement, the Sub-Advisor agrees to pay all expenses it incurs in connection with its activities under such Agreement other than (i) the cost of securities and other assets purchased for the Fund and (ii) the costs directly associated with purchasing and selling securities and other assets for the Fund, if any, including, but not limited to, brokerage commissions, stamps, duties, taxes and custody fees related to transfers.

Limitation of Liability. As is the case under the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement provides that the Sub-Advisor will not be liable for, and the Fund and the Advisor will not take any action against the Sub-Advisor to hold the Sub-Advisor liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Advisor in connection with the performance of the Sub-Advisor’s duties under the Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor in the performance of its duties under such Agreement, or by reason of its reckless disregard of its obligations and duties under such Agreement.

Continuance. The Current Sub-Advisory Agreement was originally in effect for a specified initial term and states that it may be continued thereafter for successive one-year periods if such continuance is specifically approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. If the shareholders of the Fund approve the New Sub-Advisory Agreement, the New Sub-Advisory Agreement will remain in effect for two years (unless sooner terminated in accordance with such Agreement). Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if such continuance is specifically approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.

Termination. As is the case under the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement provides for termination: (1) automatically in the event of its assignment (as defined in the 1940 Act and rules and regulations thereunder); (2) at any time without the payment of any penalty by the Advisor or the Sub-Advisor upon 60 days’ written notice to the other parties; and (3) by action of the Board or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act and rules and regulations thereunder) of the Fund upon 60 days’ written notice to the Sub-Advisor without the payment of any penalty. In addition, both the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement are terminable at any time without the payment of any penalty by the Advisor, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act and rules and regulations thereunder) of the Fund in the event that it is established by a court of competent jurisdiction that the Sub-Advisor or any of its officers or directors have taken any action that results in a breach of the material covenants of the Sub-Advisor set forth in the Agreement.

Applicable Law. As is the case under the Current Sub-Advisory Agreement, the New Sub-Advisory Agreement states that such Agreement shall be construed in accordance with applicable federal law and (except as to certain limitation of liability provisions, which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. Further, the New Sub-Advisory Agreement provides that for the avoidance of doubt, where the effect of a requirement of the 1940 Act reflected in any provision of such Agreement is relaxed by a rule, regulation, no-action assurance, order (including any amendment thereto) or other relief of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation, no-action assurance, order (including any amendment thereto) or other relief.

Third Party Beneficiaries. The New Sub-Advisory Agreement (but not the Current Sub-Advisory Agreement) includes a provision stating that none of the provisions of the Agreement shall be for the benefit of, or enforceable by, any person or entity that is not a party thereto.

Forum Selection. The New Sub-Advisory Agreement (but not the Current Sub-Advisory Agreement) includes a provision stating, among other things, that any action brought on or with respect to such Agreement or any other document executed in connection therewith by a party to such Agreement against another party to the Agreement shall be brought only in a court of competent jurisdiction in Chicago, Cook County, Illinois, or if venue does not lie in any such court only in a court of competent jurisdiction within the State of Illinois. Further, the right to a trial by jury is expressly waived to the fullest extent permitted by law.

Related Agreement

On September 14, 2007 (the date on which Chartwell first began acting as investment sub-advisor to the Fund), Chartwell and the Advisor entered into an agreement to address certain matters pertaining to the Fund (such agreement, the “Related Agreement”). Among other things, under the Related Agreement, Chartwell is obligated to reimburse the Advisor for a portion of certain “incentive fee” payments payable by the Advisor to certain underwriters of the Fund’s initial public offering up to specified limits. These underwriters include Raymond James & Associates, Inc. (“RJ&A”), which is a wholly-owned subsidiary of Raymond James. In conjunction with the Fund’s initial public offering in 2004, the Advisor agreed, in general terms, to pay RJ&A a quarterly “incentive fee” at an annual rate of up to 0.10% of the Fund’s average weekly “total assets” attributable to common shares of the Fund sold in such offering by RJ&A, subject to specified limits.

Interim Sub-Advisory Agreement

As indicated above, to avoid any interruption of investment sub-advisory services for the Fund in the event the Closing occurs prior to the receipt of shareholder approval of the New Sub-Advisory Agreement, the Board has also approved the Interim Sub-Advisory Agreement. Many of the terms of the Interim Sub-Advisory Agreement are substantially similar to those of the Current Sub-Advisory Agreement; however, there are some differences, including, as described below, differences in provisions relating to the effective date, termination, and compensation arrangements.

If the Closing occurs before shareholders of the Fund approve the New Sub-Advisory Agreement, the Interim Sub-Advisory Agreement will become effective upon the Closing and, unless terminated sooner in accordance with its terms, will continue to be in effect through the earlier of (a) 150 days following the Closing or (b) the date on which shareholders of the Fund approve the New Sub-Advisory Agreement. In addition, the Interim Sub-Advisory Agreement may be terminated by the Fund by action of the Board or by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act and the rules and regulations thereunder) of the Fund upon 10 calendar days’ written notice.

If the Interim Sub-Advisory Agreement were to become effective, the rate of compensation that would be paid to Chartwell under the Interim Sub-Advisory Agreement would be the same as that paid to Chartwell under the Current Sub-Advisory Agreement. However, the compensation accrued under the Interim Sub-Advisory Agreement would be held in an interest-bearing escrow account with the Fund’s custodian or another bank designated by the Fund. If the New Sub-Advisory Agreement were approved by shareholders of the Fund by the end of the 150-day term of the Interim Sub-Advisory Agreement, the amount in the escrow account (including interest earned) would be paid to Chartwell. However, if shareholders of the Fund did not approve the New Sub-Advisory Agreement by such date, Chartwell would be paid, out of the escrow account, the lesser of: (i) any costs incurred by Chartwell in performing the Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) for the Fund; or (ii) the total amount in the escrow account (plus interest earned) held on behalf of the Fund.

Board Considerations

The Board of Trustees, including the Independent Trustees, unanimously approved (1) the Interim Sub-Advisory Agreement and (2) the New Sub-Advisory Agreement. The Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement are collectively referred to as the “Agreements.” The Board approved the Agreements at a meeting held on December 5-6, 2021. The Board determined that the approval of the Agreements is in the best interests of the Fund in light of the nature, extent and quality of the services expected to be provided and such other matters as the Board considered to be relevant in the exercise of its business judgment.

The Sub-Advisor currently serves as investment sub-advisor to the Fund pursuant to the Current Sub-Advisory Agreement. Prior to the December 2021 meeting, the Board was informed that TriState Capital Holdings, Inc. (previously defined as “TriState”), the Sub-Advisor’s parent company, had entered into a definitive agreement under which Raymond James Financial, Inc. would acquire TriState (previously referred to as the “Transaction”). The Board was informed that the consummation of the Transaction, which is expected to occur in the second quarter of 2022, would operate as an “assignment” of the Current Sub-Advisory Agreement under the 1940 Act, and as a result the Current Sub-Advisory Agreement would terminate pursuant to its terms and the requirements of the 1940 Act. The Agreements were proposed to the Board in connection with the Transaction to provide for the continuous management of the Fund by the Sub-Advisor following the consummation of the Transaction. The Board noted that the New Sub-Advisory Agreement will be submitted to shareholders of the Fund for their approval and that the Interim Sub-Advisory Agreement would become effective only if shareholders of the Fund do not approve the New Sub-Advisory Agreement prior to the consummation of the Transaction and would remain in effect until the earlier of 150 days from the consummation of the Transaction or shareholder approval of the New Sub-Advisory Agreement.

On October 28, 2021, counsel to the Independent Trustees provided the Sub-Advisor with a request for information regarding the Transaction and its expected impact on the Sub-Advisor. At an executive session held on December 2, 2021, as well as at the meeting held on December 5-6, 2021, the Board, including the Independent Trustees, discussed the Transaction and reviewed the materials provided by the Sub-Advisor in response to the request that, among other things, outlined the structure and details of the Transaction and the Transaction’s expected impact on the Sub-Advisor’s management of the Fund under the Agreements.

To reach its determination in approving the Agreements for the Fund, the Board considered its duties under the 1940 Act, as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. In connection with its deliberations regarding the Agreements, the Board noted that, based on the information provided by the Advisor and the Sub-Advisor, any differences in the terms and conditions of each Agreement, including the effective and termination dates and any provisions of the Interim Sub-Advisory Agreement required by Rule 15a-4 under the 1940 Act, and the terms and conditions of the Current Sub-Advisory Agreement were immaterial to the Sub-Advisor’s management of the Fund. The Board considered that the information provided by the Sub-Advisor in response to the Independent Trustees’ request for information included representations that the Sub-Advisor anticipates no changes to key personnel who work on matters relating to the Fund, including the portfolio management team, senior management and compliance personnel, as a result of the Transaction; that the sub-advisory fee rate for the Fund would remain the same; and that the Transaction would not result in any diminution in the nature, quality and extent of the services provided to the Fund by the Sub-Advisor. In addition, representatives of the Sub-Advisor joined the December 2021 Board meeting and discussed the Transaction with the Board.

The Board also considered that it had last approved the Current Sub-Advisory Agreement for the Fund during the annual contract renewal process that concluded at the Board’s June 6-7, 2021 meeting. Given the Sub-Advisor’s representations that there would be no changes in the services provided to the Fund as a result of the Transaction, that any differences in the terms of the Current Sub-Advisory Agreement and the New Agreement were immaterial to the Sub-Advisor’s management of the Fund and that, except as discussed in the response to the Independent Trustees’ October 28, 2021 request to the Sub-Advisor relating to the Transaction, the Board could continue to rely on the materials provided by the Sub-Advisor in connection with the June 2021 renewal of the Current Sub-Advisory Agreement, the Board determined that its prior considerations in approving the renewal of the Current Sub-Advisory Agreement remained relevant. The Board noted that, in reviewing and renewing the Current Sub-Advisory Agreement:

Based on all of the information considered and the conclusions reached, including the information considered and conclusions reached in connection with the June 2021 renewal of the Current Sub-Advisory Agreement, the Board, including the Independent Trustees, unanimously determined that the terms of the Agreements were fair and reasonable and that the approval of the Agreements is in the best interests of the Fund. No single factor was determinative in the Board’s analysis.

Shareholder Approval and Required Vote

To become effective, the New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund. The “vote of a majority of the outstanding voting securities” of the Fund is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if the holders of more than 50% of the outstanding voting securities of the Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund. For purposes of determining the approval of the New Sub-Advisory Agreement, abstentions will have the effect of a vote against the Proposal. All voting securities of the Fund represented by properly submitted proxies will be counted as present for purposes of determining a quorum. It is expected that broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers will request the instructions of such customers before the Meeting on how to vote their shares on the Proposal. Under applicable rules of the New York Stock Exchange, broker-dealer firms are not permitted to vote on the Proposal with respect to shares for which no instructions have been received from customers.

If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call the Fund’s proxy solicitor, AST Fund Solutions, LLC, at (888) 567-1626 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

The Board of Trustees recommends that shareholders of the Fund
vote to approve the New Sub-Advisory Agreement.

Additional Information

General Information—Solicitation of Proxies

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. The solicitation of proxies will be largely by mail, but may include telephonic, electronic or oral communications by officers and service providers of the Fund, as well as affiliates of such service providers. A proxy solicitation firm, AST Fund Solutions, LLC, has also been engaged to provide proxy solicitation and tabulation services for the Fund, as well as certain related services, at an expected total cost of approximately $62,600. The expense of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and all other costs in connection with the solicitation of proxies to be voted at the Meeting, will be borne by Chartwell. Chartwell will also reimburse brokerage firms and others for their expenses in forwarding proxy solicitation materials to the person(s) for whom they hold shares of the Fund. Chartwell will bear the foregoing costs and expenses regardless of whether the Closing occurs or shareholder approval of the New Sub-Advisory Agreement is obtained.

The Meeting and Voting Rights

The Meeting is scheduled to be held on _____, ______, 2022, at _______ Central Time at the offices of First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187. You may vote in any one of four ways:

Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients may request voting instructions from such customers and clients. You are encouraged to contact your broker-dealer and record your voting instructions.

The close of business on _______, 2022 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. To the extent they are entitled to exercise voting rights with respect to shares owned, shareholders of record on the Record Date are entitled to one vote for each full share the shareholder owns and a proportionate fractional vote for any fraction of a share the shareholder owns. The Fund’s By-Laws include provisions (referred to as the “Control Share Provisions”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of the Fund’s shares in a “Control Share Acquisition” (as defined in the By-Laws) may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. Subject to various exceptions and conditions, the By-Laws define a “Control Share Acquisition” generally to include an acquisition of shares that, but for the Control Share Provisions, would give the beneficial owner upon the acquisition of such shares the ability to exercise voting power within certain ranges of percentages in the election of Trustees of the Fund. [Based on available information as of the date of this Proxy Statement, the Fund expects that all shares of the Fund outstanding as of the Record Date will be entitled to vote on the Proposal and deemed to be voting securities for purposes of determining whether the Proposal is approved, and no shares of the Fund will be subject to the Control Share Provisions.]

A list of shareholders of record of the Fund entitled to notice of and to be present and to vote at the Meeting will be available at the offices of the Advisor, 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, for inspection by any shareholder of the Fund 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 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.

Use and Revocation of Proxies

For shareholders voting by mail, if the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon, or, if no instructions are marked thereon, will be voted at 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 Proposal, 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 his or her or its shares in person; (ii) timely submitting a revocation of a prior proxy to (a) the Fund’s Secretary, W. Scott Jardine, at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 and (b) in addition, if his, her or its shares are held in “street name,” to the applicable broker-dealer; or (iii) timely submitting a later-dated proxy.

Quorum Requirements, Postponements and Adjournments

Under the Fund’s By-Laws, the holders of shares representing thirty-three and a third percent (33-1/3%) of the outstanding shares of the Fund entitled to vote at the Meeting, present in person or by proxy, will be necessary to constitute a quorum for the transaction of business by the Fund. Under the Fund’s By-Laws, in general, for purposes of establishing whether a quorum is present at a meeting of shareholders, all shares present in person or by properly submitted proxy and entitled to vote, including abstentions and broker non-votes, are counted. Broker non-votes are 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. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Because the Proposal is a “non-routine” matter for which a broker or nominee does not have discretionary voting power under applicable rules of the New York Stock Exchange, the Fund does not expect there to be any broker non-votes at the Meeting.

The Meeting may be postponed prior to the Meeting with notice to the shareholders entitled to vote at the Meeting. In addition, 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. In addition, 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 with respect to one or more matters 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 may, at the discretion of the proxies named therein, be voted in favor of such an adjournment or adjournments.

Share Ownership Over 5%

As of the close of business on the Record Date, there were __________ shares outstanding of the Fund.

As of the Record Date, no person is known by the Fund to have owned beneficially or of record more than 5% of the shares outstanding of the Fund except as set forth in the chart below. A shareholder owning beneficially more than 25% of the Fund’s voting securities may be deemed to “control” (as defined in the 1940 Act) the Fund. The vote of any such person could have a more significant effect on matters presented at a shareholders’ meeting than votes of other shareholders. Information as to ownership is based on securities position listing reports as of the Record Date. The Fund does not have any knowledge of who the ultimate beneficiaries are of the Fund’s shares outstanding.