SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 3/10/2023
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF MEMBER OF A GROUP | a[] |
| b[] |
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS 2(d) AND 2(e) | [] |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
673,441
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
673,441
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
673,441 (Footnote 1)
| 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES | [] |
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.91%
14. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP | a[] |
| b[] |
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS 2(d) AND 2(e) | [] |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,190,005
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,190,005
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,190,005 (Footnote 1)
| 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES | [] |
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.91%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP | a[] |
| b[] |
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS 2(d) AND 2(e) | [] |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,190,005
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,190,005
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,190,005(Footnote 1)
| 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES | [] |
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.91%
14. TYPE OF REPORTING PERSON
IN
Item 1. SECURITY AND ISSUER
This Constitutes Amendment #3 to the schedule 13d filed November 14, 2022. Except as specifically set forth herein, the Schedule 13d remaines unmodified
ITEM 4. PURPOSE OF TRANSACTION The enclosed exhibits pertain to the trustees' self-serving position that shareholders that vote for any nominee other than the incumbent trustees will not have their votes counted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on 08/29/2022 there were 17,231,908 shares of common stock outstanding as of 6/30/2022. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. As of March 10, 2023 Bulldog Investors, LLP is deemed to be the beneficial owner of 673,441 shares of FDEU (representing 3.91% of FDEU's outstanding shares) solely by virtue of Bulldog Investors LLP's power to direct the vote of,and dispose of, these shares.
As of March 10, 2023, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 1,190,005 shares of FDEU (representing 6.91% of FDEU's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares.
(b) Bulldog Investors,LLP has sole power to dispose of and vote 0 shares. Bulldog Investors, LLP has shared power to dispose of and vote 673,441 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of FDEU's shares) share this power with Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose of and vote an additional 516,564 shares.
c) Since the last filing on 3/6/23 no shares of FDEU were bought or sold.
d) Clients of Bulldog Investors, LLP and a closed-end investment company for which Messrs. Goldstein and Dakos have investment authority are entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Ehibits A, B, C
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: 3/13/2023
| By: | /s/ Phillip Goldstein | |
| Name: | Phillip Goldstein | |
| By: | /s/ Andrew Dakos | |
| Name: | Andrew Dakos | |
| Bulldog Investors, LLP | ||
| By: | /s/ Andrew Dakos | |
| Andrew Dakos, Partner | ||
Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
120 East Liberty DRIVE, Suite 400
Wheaton, Illinois 60187
December 14, 2022
VIA EMAIL AND OVERNIGHT DELIVERY
Phillip Goldstein
Special Opportunities Fund, Inc.
c/o Bulldog Investors, LLP
615 East Michigan Street
Milwaukee, WI 53202
Re: First Trust Dynamic Europe Equity Income Fund (the “Fund”)
Dear Mr. Goldstein:
We are in receipt of your letter dated December 3, 2022 (the “Purported Notice”) regarding a purported nomination of two individuals to be submitted for election as trustees (each a “Purported Nominee” and collectively the “Purported Nominees”) of the Fund at the upcoming annual meeting of shareholders of the Fund (the “2023 Meeting”).
The Board of Trustees of the Fund (the “Board”) has received the Purported Notice and after due consideration, evaluation and consultation with legal counsel has determined that the Purported Notice is materially deficient and does not meet numerous of the requirements set forth in the by-laws of the Fund (the “By-Laws”), including without limitation, the failure to provide all information regarding the Purported Nominees that would be required by various rules and forms under the federal securities laws to be provided in a proxy statement, as required by the By-Laws. The information required to accompany a “Shareholder Notice” (as such term is defined in the By-Laws) is necessary for the Board to make an evaluation of the eligibility (under the By-laws and applicable law) and qualifications of a proposed nominee and to comply with the federal securities laws. Therefore, under the authority granted to the Board pursuant to the By-Laws, the Board has determined that the Purported Notice did not comply with the mandatory requirements of the By-Laws. As a result, such nominations will be disregarded and both Purported Nominees are deemed ineligible to be elected at the 2023 Meeting, and any votes submitted for a Purported Nominee at the 2023 Meeting shall not be counted.
Nothing in this letter shall waive or otherwise limit any right or remedy of the Fund against any party. The Fund fully reserves its rights to any defenses or claims for, without limitation, damages and equitable relief.
| Sincerely, | |||
| FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND | |||
| By: | W. Scott Jardine | ||
| W. Scott Jardine, Secretary | |||
Special Opportunities Fund, Inc. 615 East Michigan Street, Milwaukee, WI 53202
December 18, 2022
W. Scott Jardine, Secretary
First Trust Dynamic Europe Equity Income Fund
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
Dear Mr. Jardine:
In your letter of December 14, 2022, you state:
The Board of Trustees of the Fund (the “Board”) has received the Purported Notice and after due consideration, evaluation and consultation with legal counsel has determined that the Purported Notice is materially deficient and does not meet numerous of the requirements set forth in the by-laws of the Fund (the “By-Laws”), including without limitation, the failure to provide all information regarding the Purported Nominees that would be required by various rules and forms under the federal securities laws to be provided in a proxy statement, as required by the By-Laws. The information required to accompany a “Shareholder Notice” (as such term is defined in the By-Laws) is necessary for the Board to make an evaluation of the eligibility (under the By-laws and applicable law) and qualifications of a proposed nominee and to comply with the federal securities laws. Therefore, under the authority granted to the Board pursuant to the By-Laws, the Board has determined that the Purported Notice did not comply with the mandatory requirements of the By-Laws. As a result, such nominations will be disregarded and both Purported Nominees are deemed ineligible to be elected at the 2023 Meeting, and any votes submitted for a Purported Nominee at the 2023 Meeting shall not be counted ”
As you know, Dan Lindquist requested that we not submit an advance notice letter to nominate trustees until our NDA expired, which was just two days before the advance notice deadline of December 3, 2022, a deadline that we asked -- but the Board declined -- to extend. Since we believed the Board was acting in good faith, we agreed to hold off on submitting nominations while the NDA was in effect. After we reached an impasse, it was difficult to parse through some of the most incomprehensible and restrictive legalese we have ever seen and prepare a notice that complied with the By-Laws in just two days. In an effort to comply with the By-Laws, we selected nominees who owned no shares of the Fund and who had never been involved in the management of any company. In this regard, we note that our letter of December 3 stated:
Except as set forth in the next sentence, the information requested in Article III Section (3)(b)(iii)(A) of the Trust’s By-Laws, is inapplicable as to either nominee. Neither nominee owns shares of the Trust or is or will be an interested person of the Trust; each nominee satisfies the qualifications of persons nominated or seated as Trustees as set forth in Article IV, Section 7 of the Trust’s By-Laws and meets all applicable legal requirements relevant to service as a Trustee (as set forth in paragraph 11 of subsection (3)(b)(iii)(A)). (Emphasis added.)
In your letter, you do not enumerate specifically what information we failed to provide. However, if the Trustees wish to act in good faith and not merely to prevent a contested election, they should tell us what specific information they would like us to provide to cure any purported deficiencies. Alternatively, we propose one or both of the following:
1. You can send us (via email to pgoldstein@bulldoginvestors.com) the questionnaire referenced in Article III Section (3)(b)(iii)(D) of the By-Laws which (presumably) would specify the information relating to each nominee that will allow the Board to determine his eligibility to be a nominee.
2. We will file our preliminary proxy materials with the SEC which the staff can review for compliance with the “various rules and forms under the federal securities laws.”
It is unfortunate that we were unable to reach a meeting of the minds while our NDA was in effect. That said, we are open to further discussions concerning the future of the Fund. However, unless the Board acts in good faith and tells us what specific information it believes we have not provided, and allows us to respond in a timely fashion, we cannot accept its conclusory self-serving determination that our nominees (who are, after all, potential opponents of the incumbent trustees), are ineligible. And it would be more unfortunate if we have to litigate to resolve this matter. Hopefully, that will not be our only option.
| Very truly yours, | ||
| /s Phillip Goldstein | ||
| Phillip Goldstein | ||
| Chairman |
Sent via email
FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND
120 East Liberty DRIVE, Suite 400
Wheaton, Illinois 60187
December 21, 2022
VIA EMAIL AND OVERNIGHT DELIVERY
Phillip Goldstein
Special Opportunities Fund, Inc.
c/o Bulldog Investors, LLP
615 East Michigan Street
Milwaukee,WI53202
Re: First Trust Dynamic Europe Equity Income Fund (the “Fund”)
Dear Mr. Goldstein:
The Fund is in receipt of the letter from Special Opportunities Fund, Inc. (collectively with Phillip Goldstein and Bulldog Investors, LLP, "Bulldog") dated December 18, 2022 (the "Bulldog Letter") responding to the Fund's letter dated December 14, 2022 (the "FDEU Letter"). The FDEU Letter notified Bulldog that its letter submitted to the Fund on December 3, 2022 (the "Purported Notice") which claimed to nominate two individuals for election as trustees (each a "Purported Nominee" and collectively the "Purported Nominees") of the Fund at the upcoming annual meeting of shareholders of the Fund (the "2023 Meeting") was materially deficient. As detailed in the FDEU Letter, the Purported Notice failed to comply with numerous requirements set forth in the by-laws of the Fund (the "By-Laws") and the board of trustees of the Fund (the "Board"), acting pursuant to its authority under the By-Laws, determined in accordance with the By-Laws and their fiduciary duties as trustees that both Purported Nominees are deemed ineligible to be elected at the 2023 Meeting, and that any votes submitted for a Purported Nominee at the 2023 Meeting shall not be counted.
The Fund notes that the Bulldog Letter makes a number of representations that are factually inaccurate. While the Fund will not attempt by this letter to refute every inaccurate assertion in the Bulldog Letter, we will point out that during the course of the negotiations with Bulldog, neither the Fund nor the Board made any representation that could reasonably be construed that an agreement was imminent regarding Bulldog's proposal or that the Board would waive the timing or other requirements set forth in the By-Laws applicable to a shareholder nomination.
The Board evaluated the Purported Notice in good faith, acting in the best interests of the Fund's shareholders in accordance with its fiduciary duties. Suggestions to the contrary are entirely without merit. The Board hereby reiterates that after due consideration, evaluation and consultation with legal counsel, the Board determined that the submission of the Purported Nominees was materially deficient and that under the authority granted to it under the By-Laws, the Board determined that the Purported Nominees are deemed ineligible to be elected at the 2023 Meeting, and that any votes submitted for a Purported Nominee at the 2023 Meeting shall not be counted.
Nothing in this letter shall waive or otherwise limit any right or remedy of the Fund against any party. The Fund fully reserves its rights to any defenses or claims for, without limitation, damages and equitable relief.
| Sincerely, | |||
| FIRST TRUST DYNAMIC EUROPE EQUITY INCOME FUND | |||
| By: | W. Scott Jardine | ||
| W. Scott Jardine, Secretary | |||