First Trust Fund Seeks Interval Conversion, Manager-of-Managers Flexibility

TL;DR

**First Trust is making a smart move to open up its private credit fund to more investors and streamline management, which should boost its appeal.**

AI Summary

First Trust Enhanced Private Credit Fund is seeking shareholder approval for two key proposals at a special meeting on December 9, 2025. Proposal 1 involves converting the Fund from a tender offer fund to an interval fund, adopting a fundamental policy under Rule 23c-3 of the 1940 Act to conduct semi-annual repurchases of 5% of its outstanding shares at net asset value. This change aims to eliminate existing 'accredited investor' qualification requirements, broaden investor access, and provide greater certainty regarding liquidity. The first repurchase offer as an interval fund is expected on June 30, 2026. Proposal 2 seeks approval for the Fund to operate under a manager of managers exemptive order from the SEC, which would allow its investment adviser, First Trust Capital Management L.P., to appoint or materially amend sub-advisory agreements without shareholder approval, subject to Board oversight. This is intended to reduce proxy costs and enhance flexibility, though SEC approval is not guaranteed. The Board of Trustees unanimously recommends voting FOR both proposals, with estimated proxy solicitation costs of approximately $8,500.

Why It Matters

This DEF 14A filing signals a strategic shift for First Trust Enhanced Private Credit Fund, aiming to broaden its investor base by eliminating 'accredited investor' requirements and providing more predictable liquidity through semi-annual 5% share repurchases. For investors, this means easier access and a clearer exit strategy, potentially increasing demand for the fund's shares. The manager of managers proposal could streamline operational efficiency and allow the Fund to adapt more quickly to market conditions by changing sub-advisers without lengthy shareholder votes, a competitive advantage in the dynamic private credit space. However, the SEC's approval for the exemptive order is not guaranteed, introducing a layer of uncertainty.

Risk Assessment

Risk Level: low — The risk level is low because the proposals primarily enhance liquidity and operational flexibility without altering the core investment strategy or increasing management fees. The conversion to an interval fund provides more certainty for shareholders regarding periodic liquidity, with the Fund intending to repurchase 5% of outstanding shares semi-annually. The manager of managers exemptive order, if granted by the SEC, would allow the Board to approve sub-adviser changes without shareholder votes, reducing administrative costs and increasing agility.

Analyst Insight

Investors should vote FOR both Proposal 1 and Proposal 2 to support increased liquidity and operational efficiency. The conversion to an interval fund structure could make the First Trust Enhanced Private Credit Fund more accessible and attractive, potentially leading to greater demand for its shares. Monitor the SEC's decision on the manager of managers exemptive order, as its approval will further enhance the Fund's adaptability.

Key Numbers

• 5% — Repurchase offer amount (The Fund intends to offer to repurchase 5% of its outstanding shares semi-annually as an interval fund.)
• December 9, 2025 — Special Meeting Date (Date shareholders will vote on the proposals.)
• September 30, 2025 — Record Date (Date for determining shareholders eligible to vote.)
• June 30, 2026 — First Repurchase Offer Date (Expected date of the first semi-annual repurchase offer as an interval fund.)
• 1-773-828-6700 — Adviser Contact Number (Shareholders can call this number for questions regarding proposals or voting.)
• 23c-3 — Rule Number (Rule under the 1940 Act governing interval funds and periodic repurchases.)
• 1940 Act — Investment Company Act of 1940 (Governs the regulation of investment companies.)
• 1933 Act — Securities Act of 1933 (Governs the registration of securities, relevant to eliminating investor qualification requirements.)

Key Players & Entities

• First Trust Enhanced Private Credit Fund (company) — Registrant and Fund seeking shareholder approval
• First Trust Capital Management L.P. (company) — Fund's investment adviser
• David G. Lee (person) — Chairman and Trustee of the Fund
• Ann Maurer (person) — Secretary of the Fund
• SEC (regulator) — Securities and Exchange Commission, which must approve the manager of managers exemptive order
• UMB Fund Services, Inc. (company) — Fund's administrative service provider
• Faegre Drinker Biddle & Reath LLP (company) — Location of the special shareholder meeting
• EQ Fund Solutions (company) — Professional proxy solicitation firm
• $8,500 (dollar_amount) — Estimated fees for EQ Fund Solutions for proxy solicitation

FAQ

Risk Factors

• SEC Approval for Manager of Managers Exemptive Order [medium — regulatory]: The Fund is seeking shareholder approval to operate under a manager of managers exemptive order from the SEC. This order would allow the investment adviser to appoint or amend sub-advisory agreements without shareholder approval, subject to Board oversight. However, there is no guarantee that the SEC will approve the application, which could impact the Fund's operational flexibility.
• Interval Fund Conversion and Rule 23c-3 Compliance [medium — regulatory]: The proposed conversion to an interval fund requires adoption of a fundamental policy under Rule 23c-3 of the 1940 Act. This rule governs periodic repurchases of shares. The Fund must maintain adequate liquidity to meet repurchase obligations, and failure to comply with the rule's requirements for repurchase offers, pricing, or deadlines could lead to regulatory scrutiny.
• Liquidity Risk in Repurchase Offers [medium — market]: While the conversion to an interval fund aims to provide greater liquidity certainty, there is a risk that repurchase offers could be oversubscribed. If more than 5% of shares are tendered (plus an additional 2% allowance), the Fund may repurchase shares on a pro rata basis, meaning shareholders may not be able to liquidate their entire desired investment during a specific repurchase offer.
• Share Transfer Restrictions [low — operational]: Even after conversion to an interval fund, the Fund's shares will remain non-transferable except for very limited exceptions. Liquidity will continue to be provided solely through the semi-annual repurchase offers, meaning investors cannot freely trade their shares on an open market.

Industry Context

The private credit market has seen significant growth, attracting institutional and retail investors seeking yield diversification. However, liquidity remains a key consideration for investors in private credit strategies. Interval funds are emerging as a structure to bridge this gap, offering periodic liquidity while allowing investment in less liquid assets. Competitors may also be exploring similar structures or offering different liquidity provisions to attract capital.

Regulatory Implications

The proposed conversion to an interval fund and the pursuit of a manager of managers exemptive order are subject to SEC oversight and approval. Compliance with Rule 23c-3 is critical for the interval fund structure, while the manager of managers order requires careful adherence to board oversight and reporting requirements to maintain its validity.

What Investors Should Do

1. Vote FOR Proposal 1 and Proposal 2.
2. Review the Proxy Statement carefully.
3. Contact the Fund with any questions.

Key Dates

• 2025-12-09: Special Meeting of Shareholders — Shareholders will vote on the proposed conversion to an interval fund and the manager of managers exemptive order.
• 2025-09-30: Record Date — Determines which shareholders are eligible to vote at the special meeting.
• 2026-06-30: First Repurchase Offer as Interval Fund — Marks the first opportunity for shareholders to tender shares under the new interval fund structure, offering liquidity at NAV.

Glossary

Interval Fund

A type of closed-end investment company that offers periodic liquidity to shareholders through a limited number of repurchase offers at net asset value (NAV), typically semi-annually. (The Fund is proposing to convert to this structure to provide more predictable liquidity and broaden investor access.)

Rule 23c-3

A rule under the Investment Company Act of 1940 that governs the operation of interval funds, specifically regarding periodic repurchase offers of fund shares. (This rule is the basis for the proposed conversion of the Fund into an interval fund and its semi-annual repurchase program.)

Manager of Managers Exemptive Order

An order granted by the SEC that allows a registered investment company's investment adviser to appoint or materially amend sub-advisory agreements without requiring shareholder approval, subject to board oversight. (The Fund is seeking this order to increase flexibility and reduce proxy costs associated with changing sub-advisers.)

Accredited Investor

An investor who meets certain income or net worth requirements, as defined by Rule 501 of Regulation D under the Securities Act of 1933. Historically, this Fund may have required this status. (The conversion to an interval fund and registration under the 1933 Act aims to eliminate this qualification requirement, broadening investor access.)

Net Asset Value (NAV)

The per-share market value of a fund, calculated by taking the total value of its assets, subtracting liabilities, and dividing by the number of outstanding shares. (Shareholders will be able to sell their shares back to the Fund at NAV during the repurchase offers.)

DEF 14A

A filing required by the SEC for definitive proxy statements, used to solicit shareholder votes on important corporate matters. (This document is the proxy statement detailing the proposals shareholders will vote on.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report comparing financial performance year-over-year. Therefore, direct comparisons of revenue, margins, or debt-to-equity ratios to a previous filing are not applicable in this context. The focus is on structural changes and operational proposals rather than historical financial performance metrics.

Key Financial Figures

• $8,500 — es EQ’s fees to be approximately $8,500. Those fees include the costs associate

Filing Documents

• tm2532501d1_def14a.htm (DEF 14A) — 125KB
• tm2532501d1_def14aimg001.jpg (GRAPHIC) — 184KB
• tm2532501d1_def14aimg002.jpg (GRAPHIC) — 174KB
• 0001104659-25-117730.txt ( ) — 620KB

From the Filing

DEF 14A 1 tm2532501d1_def14a.htm DEF 14A     UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy the Securities Exchange Act of 1934   Filed by the Registrant Filed by a Party other than the Registrant   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 Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12   First Trust Enhanced Private Credit Fund (Name of Registrant as Specified in Its Charter)   (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)   Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.         First Trust Enhanced Private Credit Fund c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212   December 2, 2025   Dear Shareholder:   The enclosed proxy statement (the “Proxy Statement”) discusses proposals to be voted upon by the shareholders (“Shareholders”) of the First Trust Enhanced Private Credit Fund (the “Fund”) at a special meeting of Shareholders to be held at the offices of Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, on December 9, 2025 at 10:00 a.m. Eastern Time (the “Meeting”).   The Meeting is being called for Shareholders to vote on the proposals to (1) approve the adoption of a fundamental policy for the Fund to conduct periodic repurchases of its outstanding shares, in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended (the “1940 Act”) (“Proposal 1”), (2) approve the Fund’s utilization of and operation under a manager of managers exemptive order, which if obtained by application from the Securities and Exchange Commission, will allow the Fund’s investment adviser to enter into and materially amend affiliated and unaffiliated sub-advisory agreements with respect to the Fund in the future without shareholder approval, subject to prior approval by the Board of Trustees (the “Board”) of the Fund (“Proposal 2”) and (3) transact such other business as may properly come before the Meeting. The enclosed Proxy Statement contains additional information about the proposals.   The close of business on September 30, 2025 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting.   The Board of Trustees recommends that you vote  FOR  the approval of Proposal 1 and Proposal 2 after carefully reviewing the enclosed materials.   Your vote is important.   If you have any questions regarding the proposals or the voting process, please call toll-free at 1-773-828-6700. If you attend the Meeting, you may revoke your proxy and vote your shares in-person.   The proposals are discussed in detail in the enclosed Proxy Statement. Upon completing your review, please take a moment to sign and return your proxy card in the enclosed postage paid return envelope. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from us reminding you to vote your shares. On behalf of the Board, we thank you for your continued investment in the Fund.   Sincerely,   /s/ David G. Lee   David G. Lee Chairman and Trustee         IMPORTANT INFORMATION   Q. Why am I receiving this proxy statement?   A. You are being asked to vote on two important matters affecting the Fund:     Proposal 1: Approval of the Adoption of a Fundamental Policy in Reliance on Rule 23c-3 under the 1940 Act to Convert to an Interval Fund (the “Conversion”)   You are being asked to approve the adoption of a new fundamental policy for the Fund to conduct repurchase offers of the Fund’s shares of beneficial interest (“Shares”) at semi-annual intervals pursuant to Rule 23c-3 under the 1940 Act.   The Fund currently provides liquidity to Shareholders through semi-annual tender offers of approximately 3.5% of the Fund’s Shares outstanding, subject to approval by the Board of Trustees of the Fund (the “Board”), conducted in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended. First Trust Capital Management L.P., the Fund’s investment adviser (the “Adviser”), believes that operating as an “interval fund” in reliance on Rul

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View this DEF 14A filing on SEC EDGAR