<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>exhibit_77c.txt
<DESCRIPTION>MATTERS SUBMITTED TO A VOTE OF SHAREHOLDERS
<TEXT>
A special meeting of shareholders of the Fund was held on December 20, 2010. At
the meeting, shareholders approved a new investment management agreement between
the Fund and First Trust and a new investment sub-advisory agreement between the
Fund, First Trust and Chartwell. 10,221,520 (51.13%) of the outstanding voting
securities were voted at the meeting. The number of votes cast in favor of the
new investment management agreement was 9,317,640, the number of votes against
was 262,416, and the number of abstentions was 631,464. The number of votes cast
in favor of the new investment sub-advisory agreement was 9,300,492, the number
of votes against was 289,235 and the number of abstentions was 621,793. The
terms of the new investment management agreement and new investment sub-advisory
agreement are substantially similar to the terms of the previous agreements.
</TEXT>
</DOCUMENT>
