UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21905 ----------- First Trust/Aberdeen Emerging Opportunity Fund ----------------------------------------------------------------- (Exact name of registrant as specified in charter) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) W. Scott Jardine, Esq. First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 ----------------------------------------------------------------- (Name and address of agent for service) registrant's telephone number, including area code: (630) 765-8000 -------------- Date of fiscal year end: December 31 ------------- Date of reporting period: December 31, 2011 ------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. FIRST TRUST ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2011 FIRST TRUST/ ABERDEEN EMERGING OPPORTUNITY FUND ABERDEEN ASSET MANAGEMENT -------------------------------------------------------------------------------- TABLE OF CONTENTS -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND (FEO) ANNUAL REPORT DECEMBER 31, 2011 Shareholder Letter........................................................... 1 At A Glance.................................................................. 2 Portfolio Commentary......................................................... 3 Portfolio of Investments..................................................... 7 Schedule of Forward Foreign Currency Contracts............................... 15 Statement of Assets and Liabilities.......................................... 16 Statement of Operations...................................................... 17 Statements of Changes in Net Assets.......................................... 18 Statement of Cash Flows...................................................... 19 Financial Highlights......................................................... 20 Notes to Financial Statements................................................ 21 Report of Independent Registered Public Accounting Firm...................... 28 Additional Information....................................................... 29 Trustees and Officers........................................................ 31 Privacy Policy............................................................... 33 CAUTION REGARDING FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of First Trust Advisors L.P. ("First Trust" or the "Advisor") and/or Aberdeen Asset Management Inc. ("Aberdeen" or the "Sub-Advisor") and their respective representatives, taking into account the information currently available to them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking statements include the use of words such as "anticipate," "estimate," "intend," "expect," "believe," "plan," "may," "should," "would" or other words that convey uncertainty of future events or outcomes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of First Trust/Aberdeen Emerging Opportunity Fund (the "Fund") to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. When evaluating the information included in this report, you are cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and/or Sub-Advisor and their respective representatives only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise after the date hereof. PERFORMANCE AND RISK DISCLOSURE There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that the market values of securities owned by the Fund will decline and that the value of the Fund shares may therefore be less than what you paid for them. Accordingly, you can lose money by investing in the Fund. See "Risk Considerations" in the Notes to Financial Statements for a discussion of certain other risks of investing in the Fund. Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. For the most recent month-end performance figures, please visit http://www.ftportfolios.com or speak with your financial advisor. Investment returns, net asset value and common share price will fluctuate and Fund shares, when sold, may be worth more or less than their original cost. HOW TO READ THIS REPORT This report contains information that may help you evaluate your investment. It includes details about the Fund and presents data and analysis that provide insight into the Fund's performance and investment approach. By reading the portfolio commentary by the portfolio management team of the Fund, you may obtain an understanding of how the market environment affected the Fund's performance. The statistical information that follows may help you understand the Fund's performance compared to that of relevant market benchmarks. It is important to keep in mind that the opinions expressed by personnel of Aberdeen are just that: informed opinions. They should not be considered to be promises or advice. The opinions, like the statistics, cover the period through the date on the cover of this report. The risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, this report and other Fund regulatory filings. -------------------------------------------------------------------------------- SHAREHOLDER LETTER -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND (FEO) ANNUAL LETTER FROM THE CHAIRMAN AND CEO DECEMBER 31, 2011 Dear Shareholders: I am pleased to present you with the annual report for your investment in First Trust/Aberdeen Emerging Opportunity Fund (the "Fund"). First Trust Advisors L.P. ("First Trust"), now in our 21st year, has always believed that staying invested in quality products and having a long-term horizon can help investors reach their financial goals. Like many successful investors, we understand that success in the markets doesn't just happen--it requires a long-term investment perspective through all kinds of markets. Although the markets have been somewhat choppy over the past six months, the equity market is well above the lows it sank to during the recent recession. The report you hold contains detailed information about your investment; a portfolio commentary from the Fund's management team that provides a recap of the period; a performance analysis and a market and Fund outlook. Additionally, you will find the Fund's financial statements for the period this report covers. I encourage you to read this document and discuss it with your financial advisor. A successful investor is also typically a knowledgeable one, as we have found to be the case at First Trust. First Trust remains committed to being a long-term investor and investment manager and to bringing you quality investment solutions regardless of market ups and downs. We offer a variety of products that could fit many financial plans to help those investors seeking long-term investment success. You may want to talk to your advisor about the other investments First Trust offers that might also fit your financial goals. First Trust will continue to make available up-to-date information about your investments so you and your financial advisor are current on any First Trust investments you own. We value our relationship with you, and thank you for the opportunity to assist you in achieving your financial goals. I look forward to 2012 and to the next edition of your Fund's report. Sincerely, /s/ James A. Bowen James A. Bowen Chairman of the Board of Trustees of First Trust/Aberdeen Emerging Opportunity Fund and Chief Executive Officer of First Trust Advisors L.P. Page 1 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND "AT A GLANCE" AS OF DECEMBER 31, 2011 (UNAUDITED) --------------------------------------------------------------------- FUND STATISTICS --------------------------------------------------------------------- Symbol on New York Stock Exchange FEO Common Share Price $17.82 Common Share Net Asset Value ("NAV") $20.30 Premium (Discount) to NAV (12.22)% Net Assets Applicable to Common Shares $108,173,548 Current Quarterly Distribution per Common Share (1) $0.350 Current Annualized Distribution per Common Share $1.400 Current Distribution Rate on Closing Common Share Price (2) 7.86% Current Distribution Rate on NAV (2) 6.90% --------------------------------------------------------------------- --------------------------------------------------------------------- COMMON SHARE PRICE & NAV (WEEKLY CLOSING PRICE) --------------------------------------------------------------------- Common Share Price NAV 12/10 21.32 22.77 22.39 22.65 21.67 22.62 21.23 22.35 1/11 20.54 22.01 20.79 22.17 20.44 21.88 20.43 22.23 2/11 19.93 21.95 20.52 22.36 20.60 22.24 20.44 22.07 3/11 20.53 22.20 21.05 22.79 21.65 23.25 21.36 23.08 21.62 23.27 4/11 21.50 23.38 21.17 23.02 21.09 22.80 21.12 22.94 5/11 21.26 22.95 21.29 23.23 21.06 22.92 20.81 22.72 6/11 20.40 22.37 21.12 23.07 21.08 23.15 20.82 22.83 20.92 23.11 7/11 20.72 23.14 19.83 22.36 19.52 21.79 19.29 21.81 19.52 21.94 8/11 19.90 22.21 19.88 22.27 19.43 21.93 19.36 21.63 17.58 19.77 9/11 17.26 19.73 17.40 19.99 18.61 20.89 18.14 20.72 10/11 19.48 21.80 19.19 21.41 19.16 21.39 18.33 20.81 11/11 17.70 19.96 18.59 20.97 18.57 20.93 17.93 20.41 17.85 20.34 12/11 17.82 20.30 ------------------------------------------------------------------------------------------------------ PERFORMANCE ------------------------------------------------------------------------------------------------------ Average Annual Total Return ------------------------------------------------------ 1 Year Ended 5 Years Ended Inception (08/28/2006) 12/31/2011 12/31/2011 to 12/31/2011 FUND PERFORMANCE (3) NAV -4.18% 8.86% 10.17% Market Value -10.17% 7.73% 6.59% INDEX PERFORMANCE Blended Benchmark(4) -5.19% 6.74% 8.57% Barclays Capital Global Emerging Markets Index 5.77% 7.14% 7.70% FTSE All World Emerging Market Index -18.96% 3.13% 6.47% ------------------------------------------------------------------------------------------------------ ----------------------------------- % OF TOTAL TOP 10 COUNTRIES(5) INVESTMENTS ----------------------------------- Brazil 14.5% Mexico 10.2 South Africa 7.6 Turkey 5.0 Russia 4.8 Indonesia 4.6 Venezuela 4.5 China 4.3 India 4.2 Hungary 3.2 ----------------------------------- Total 62.9% ====== -------------------------------------------------------------------- % OF TOTAL TOP 10 HOLDINGS INVESTMENTS -------------------------------------------------------------------- Republic of South Africa, 8.25%, 9/15/17 3.4% Samsung Electronics Co., Ltd., Preference Shares 2.4 Brazil Notas do Tesouro Nacional, Series F, 10.00%, 1/1/21 2.2 Mexican Bonos Desarr Fixed Rate Bond, 8.00%, 6/11/20 2.0 China Mobile Ltd. 1.9 Brazil Notas do Tesouro Nacional, Series F, 10.00%, 1/1/17 1.9 Russian Foreign Bond, 7.85%, 3/10/18 1.7 Vale S.A., Preference Shares, ADR 1.7 Republic of Venezuela, 5.75%, 2/26/16 1.5 Banco Bradesco S.A., ADR 1.5 -------------------------------------------------------------------- Total 20.2% ====== -------------------------------------------------------------------- % OF TOTAL CREDIT QUALITY(6) INVESTMENTS -------------------------------------------------------------------- AA 3.2% A 11.2 A- 7.5 BBB+ 8.2 BBB 15.4 BBB- 7.4 BB+ 9.6 BB 7.4 BB- 5.7 B+ 14.5 B 5.6 B- 1.0 NR 3.3 -------------------------------------------------------------------- Total 100.0% ====== -------------------------------------------------------------------- % OF TOTAL INDUSTRY CLASSIFICATION INVESTMENTS -------------------------------------------------------------------- Government Bonds and Notes 39.0% Commercial Banks 10.9 Oil, Gas & Consumable Fuels 9.2 Real Estate Management & Development 4.1 Semiconductors & Semiconductor Equipment 3.8 Wireless Telecommunication Services 3.0 Beverages 2.4 Metals & Mining 2.3 Automobiles 2.2 Electric Utilities 2.0 Food & Staples Retailing 1.8 Pharmaceuticals 1.8 Road & Rail 1.7 Diversified Financial Services 1.7 Household Durables 1.5 Construction Materials 1.5 Transportation Infrastructure 1.0 Energy Equipment & Services 1.0 Specialty Retail 1.0 Insurance 0.8 Food Products 0.8 Thrifts & Mortgage Finance 0.8 Tobacco 0.8 Household Products 0.7 Diversified Telecommunication Services 0.7 Multiline Retail 0.7 IT Services 0.6 Special Purpose Banks 0.6 Chemicals 0.5 Capital Markets 0.5 Consumer Finance 0.3 Construction & Engineering 0.3 -------------------------------------------------------------------- Total 100.0% ====== (1) Most recent distribution paid or declared through 12/31/2011. Subject to change in the future. (2) Distribution rates are calculated by annualizing the most recent distribution paid or declared through the report date and then dividing by Common Share price or NAV, as applicable, as of 12/31/2011. Subject to change in the future. (3) Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for net asset value returns and changes in Common Share price for market value returns. Total returns do not reflect sales load and are not annualized for periods less than one year. Past performance is not indicative of future results. (4) Blended benchmark consists of the following: JPMorgan Emerging Markets Bond Index - Global Diversified (32.5%); JPMorgan Government Bond Index - Emerging Markets (32.5%); MSCI Emerging Markets Index (35.0%). (5) Fixed-income portfolio securities are included in a country based upon their underlying credit exposure as determined by Aberdeen Asset Management Inc., the sub-advisor. (6) The credit quality and ratings information presented above reflects the ratings assigned by one or more nationally recognized statistical rating organizations (NRSROs), including Standard & Poor's Rating Group, a division of the McGraw Hill Companies, Inc., Moody's Investors Service, Inc. or a comparably rated NRSRO. For situations in which a security is rated by more than one NRSRO and the ratings are not equivalent, the highest ratings are used. Page 2 -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY -------------------------------------------------------------------------------- SUB-ADVISOR Aberdeen Asset Management Inc. ("Aberdeen" or the "Sub-Advisor"), a Securities and Exchange Commission registered investment advisor, is a wholly-owned subsidiary of Aberdeen Asset Management PLC ("Aberdeen Group"). Aberdeen Group is a publicly-traded international investment management group listed on the London Stock Exchange, managing assets for both institutional and retail clients from offices around the world. PORTFOLIO MANAGEMENT TEAM Investment decisions for the First Trust/Aberdeen Emerging Opportunity Fund (the "Fund") are made by Aberdeen using a team approach and not by any one individual. By making team decisions, Aberdeen seeks to ensure that the investment process results in consistent returns across all portfolios with similar objectives. Aberdeen does not employ separate research analysts. Instead, Aberdeen's investment managers combine the roles of analysis with portfolio management. Each member of the team has sector and portfolio responsibilities such as day-to-day monitoring of liquidity. The overall result of this matrix approach is a high degree of cross-coverage, leading to a deeper understanding of the securities in which Aberdeen invests. Included below is additional information about the members of the team with significant responsibility for the day-to-day management of the Fund's portfolio. EQUITY MANAGEMENT TEAM DEVAN KALOO HEAD OF EMERGING MARKET EQUITY FOR THE ABERDEEN GROUP Mr. Kaloo is responsible for the London-based Global Emerging Market ("GEM") Equity Team, which manages Latin America, Europe, Middle East and Africa equities, and also has oversight of global emerging market input from the Asia research team based in Singapore, with which he works closely. Mr. Kaloo began his career at Martin Currie in Edinburgh, Scotland, shortly after graduation, working initially on the North American desk before transferring to the global asset allocation team. Mr. Kaloo moved off the global asset allocation team in 1997, and for the next three years, he worked on Asian portfolios before joining Murray Johnstone in Singapore in July 2000. Following the latter's acquisition, he transferred to the Aberdeen Group where he was responsible for the Asian ex-Japan region as well as regional portfolios within emerging market mandates and technology stocks. JOANNE IRVINE HEAD OF GEM EQUITY TEAM EX-ASIA Ms. Irvine is on the GEM Equity Team, where she specializes in the emerging markets of Europe, Africa and the Middle East. After qualifying as a chartered accountant in 1992, she worked in corporate finance, specializing in raising development capital finance for private businesses. In January 1996, Ms. Irvine joined the Aberdeen Group in a group development role. Since May 1997, Ms. Irvine has been part of Aberdeen's emerging markets fund management group in London. MARK GORDON-JAMES INVESTMENT MANAGER, GEM EQUITY TEAM After graduating with a degree in Geography and Economics from the London School of Economics in 2000, Mr. Gordon-James worked with the emerging markets team of Merrill Lynch Investment Managers. Mr. Gordon-James joined the Aberdeen Group in April 2004. FIONA MANNING INVESTMENT MANAGER, GEM EQUITY TEAM Ms. Manning is an investment manager on the emerging markets ex-Asia team. Ms. Manning joined Aberdeen in 2001 as an analyst. ANDY BROWN INVESTMENT MANAGER, GEM EQUITY TEAM Mr. Brown is an investment manager on the emerging markets ex-Asia team. Prior to joining Aberdeen in March 2005, Mr. Brown worked in the oil field consumables industry in the United Arab Emirates. PETER TAYLOR SENIOR INVESTMENT MANAGER/HEAD OF CORPORATE GOVERNANCE Mr. Taylor is an investment manager and head of corporate governance on the Asian equities desk. Mr. Taylor joined Aberdeen in 2007 from the International Finance Corporation, where he worked on corporate governance and capital markets development for seven years from their Washington DC and Hong Kong offices. Page 3 -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY - (CONTINUED) -------------------------------------------------------------------------------- FIXED-INCOME MANAGEMENT TEAM BRETT DIMENT HEAD OF EMERGING MARKET DEBT Mr. Diment joined Deutsche Asset Management Group Limited ("Deutsche") in 1991 as a member of the fixed-income group and became head of the Emerging Market Debt team at Deutsche in 1999. Mr. Diment joined Aberdeen following the Deutsche acquisition in 2005 and is now responsible for the day-to-day management of the Emerging Market Debt team and portfolios. KEVIN DALY PORTFOLIO MANAGER, EMERGING MARKET DEBT Mr. Daly joined the Emerging Market Debt team at Aberdeen in April 2007 as a portfolio manager, having spent the previous 10 years at Standard & Poor's in London and Singapore as a credit market analyst covering global emerging market debt, and was head of marketing for Global Sovereign Ratings. Mr. Daly was a regular participant on the Global Sovereign Committee, served as a member of the Sovereign Ratings Review Board, and was one of the initial members of the Emerging Market Council, formed in 2006 to advise senior management on business and market developments in emerging markets. EDWIN GUTIERREZ PORTFOLIO MANAGER, EMERGING MARKET DEBT Mr. Gutierrez has served as an economist specializing in Latin America at LGT Asset Management, and more recently as a portfolio manager specializing in emerging market fixed-income at Invesco Asset Management. He joined Deutsche in 2000 and Aberdeen in 2005. MAX WOLMAN PORTFOLIO MANAGER, EMERGING MARKET DEBT Mr. Wolman joined Aberdeen in January 2001 and is portfolio manager on the Global Emerging Market Debt mandates. Mr. Wolman originally specialized in currency and domestic debt analysis; however, he is now responsible for wider emerging debt analysis, including external and corporate issuers. He is a member of the Emerging Market Debt investment committee at Aberdeen and is also responsible for the daily implementation of the investment process. ESTHER CHAN PORTFOLIO MANAGER, EMERGING MARKET DEBT Ms. Chan joined Aberdeen in Singapore in 2005 where she started as a corporate credit analyst and trader working across investment-grade and high-yield assets in the region. She has 6 years of experience in the asset class, and now serves as a portfolio manager in Aberdeen London with specialization in analysis, management and trading of external Asian debt, and Emerging Market corporates. Prior to joining Aberdeen, Ms. Chan worked as a corporate finance analyst at John Moore, assisting in various deals focused on the debt restructuring in Indonesian firms facing creditor holdout situations, post Asian crisis. COMMENTARY FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND The investment objective of the Fund is to provide a high level of total return. The Fund pursues its investment objective by investing at least 80% of its managed assets in a diversified portfolio of equity and fixed-income securities of issuers in emerging market countries. There can be no assurance that the Fund's investment objective will be achieved, and the Fund may not be appropriate for all investors. MARKET RECAP - EQUITY After two years of double-digit gains, emerging market equities fell sharply in 2011 amid much turbulence. Concerns over global growth, fueled by Europe's debt crisis, dominated market sentiment. By region, Emerging Markets Europe Middle East Africa (EMEA) was the worst performer, followed by Latin America and emerging Asia. EMEA suffered because of its proximity to the Eurozone and the deteriorating economic outlook in that region; resource exporters in Latin America failed to recover fully from the decline in commodity prices; while emerging Asia was dragged down by concerns of a potential "hard landing" in China. MARKET RECAP - FIXED INCOME Emerging market debt posted mixed results in 2011, as hard currency debt outperformed local currency returns primarily through the underperformance of emerging market currencies. For the twelve-month period ended December 31, 2011, the JPMorgan Emerging Markets Bond Index-Global Diversified ("JPM EMBI") gained 7.35%, while its spread widened by 130 basis points ("bps") to 404 bps over U.S. Treasuries. Local currency debt underperformed hard currency debt in 2011, as weak currency performance detracted from strong local bond market gains, with the JPMorgan Government Bond Index-Emerging Markets ("JPM GBI-EM") dropping -3.00%. Page 4 -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY - (CONTINUED) -------------------------------------------------------------------------------- Latin America was the key outperformer during 2011, spurred on by Uruguay, which posted a gain of 20.6%, Ecuador with 19.4% and Venezuela with 18.0%. Ivory Coast was the top African credit, gaining 14.7%, as political stability returned following civil war and cocoa exports resumed. Georgia was the top performer in the Eastern Europe, Middle East and Africa ("EEMEA") region, with a gain of just under 14.3%, while the Philippines were the best performer in Asia with a gain of 11.5%. Central and Eastern European countries underperformed, along with high-beta credits such as Belize, Argentina, Egypt and Pakistan. Peru was the top performer in local currency debt with a gain of 11.7%, while the Philippines increased by 6.2%. Colombia and Brazil also outperformed with gains of around 5.6% and 4.6%, respectively. Central and Eastern Europe again underperformed, reflecting the ongoing stress within the Eurozone, with Turkey falling 15.9% and Hungary down 12.7% over the year. FUND RECAP The Fund had a net asset value ("NAV") total return1 of -4.18% and a market value total return1 of -10.17% for the twelve months ended December 31, 2011, compared to the Fund's blended benchmark total return of -5.19% over the same period. In addition to the benchmark, the Fund currently uses other indexes for comparative purposes. The total returns for the twelve months ended December 31, 2011, for these indices were as follows: the Barclays Capital Global Emerging Markets Index was 5.77% and the FTSE All World Emerging Market Index was -18.96%. PERFORMANCE ANALYSIS - EQUITY The equity portion of the Fund outperformed the MSCI (Morgan Stanley Capital International) Global Emerging Markets Index portion of the benchmark by 9.26 percentage points over the twelve-month period ended December 31, 2011. The outperformance was driven mainly by good stock selection. Generally the Fund's companies, with their experienced and capable management, as well as strong balance sheets and robust businesses, held up well. Among the key contributors at the stock level were Mexican bottler and convenience store operator FEMSA, Indonesian conglomerate Astra International and Brazilian tobacco company Souza Cruz; all three delivered healthy results. Brazilian fuels and chemicals distributor Ultrapar also rallied as the company's controlling shareholders agreed to grant all shareholders equal voting rights and the business continued to perform well. Conversely, the Fund's holding in Brazilian retailer Lojas Renner lagged on worries that a slowing economy would translate into weaker sales, while the Fund's Turkish holding Akbank was dragged down by the difficult operating environment. Concerns over the credit quality of loans made to state governments also weighed on the portfolio's Mexican bank stock Banorte. Asset allocation was negative, dragged down by the overweight to Turkey and India. Both countries struggled with stubborn inflation, current account deficits and weaker currencies; India's situation was compounded by seeming policy paralysis. The underweight to Korea was also negative as the market proved relatively resilient. Performance there was led by some of its global companies such as Hyundai Motors, which did well at the Japanese automakers' expense. On a brighter note, losses were pared by the Fund's non-benchmark position in Hong Kong and overweight to Thailand, which shrugged off concerns over the severe flooding. PERFORMANCE ANALYSIS - FIXED INCOME The emerging markets debt portion of the Fund returned 1.44%. Hard currency holdings returned 4.96% as they outperformed local currency, which returned -2.42%. Venezuela was the top performer during the period this report covers, as it benefitted from high oil prices and the health fears of President Chavez, which increase the prospects of a change of government after elections in 2012. Other outperformers were overweight positions in Indonesia and Brazil local rates and an underweight position in Poland local debt. In hard currency space, high-beta credits Ivory Coast and Argentina were other positive contributors to performance during the year. A position in BTA Bank, a Kazakh entity, was the key underperformer over the period, as it flirted with default. An overweight position in Mexican hard currency and the poor performance of the South African rand were other detractors during the year. There were a number of changes to the Fund's portfolio during the twelve-month period. In Latin America, the Fund's exposure to Argentina and Mexico hard currency exposure was increased, while it maintained its significant overweights in Brazil and Venezuela. The Fund also initiated a position in Argentine local bonds before selling out at the end of the year, while also increasing the Fund's Peru local exposure over the period. In EMEA, the Fund participated in the inaugural issues of Namibia and Senegal, while also involved in Serbia's first Eurobond since 2005. The portfolio's central European exposure in Hungary, Poland and Turkey was reduced on contagion fears from the Eurozone crisis. In Asia, the Fund initiated positions in Pakistan, Sri Lanka and Vietnam, while the Fund's Indonesia exposure was reduced. The Fund continued to invest in selective hard currency corporate bonds across all regions, which added to performance, given their higher yield than sovereigns. ------------------------ 1 Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan, and changes in net asset value per share for net asset value returns and changes in Common Share price for market value returns. Total returns do not reflect sales load. Past performance is not indicative of future results. Page 5 -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY - (CONTINUED) -------------------------------------------------------------------------------- MARKET OUTLOOK - EQUITY In our opinion, a difficult year lies ahead as the fundamental problems that have beset the global economy and equity markets still prevail. Europe's debt crisis remains unresolved, while the region's austerity measures will have consequences on global growth, as will the deleveraging in the U.S., despite tentative signs of economic recovery. Further complicating the picture are Europe's banks, which may roll back the credit extended - not least to Eastern Europe - when faced with a capital shortage. Developing economies will not be immune as slowing global growth would dampen demand for exports and commodities. There are also concerns over a potential hard landing in China and stubborn inflation in countries such as India and Turkey. Political events may fuel uncertainty with key elections in India's major states, Mexico, Russia and the U.S., as well as the leadership handover in China, all slated for 2012. Despite these challenges, emerging markets' long-term prospects remain intact, in our opinion. Most developing countries are fiscally sound, which will enable them to implement stimulus if the external environment deteriorates further. Corporate and household balance sheets are healthy and the potential for increasing demand from a growing middle class is also positive. Against such a backdrop, the Fund intends to stay focused on the strategy of investing in companies with competitive business models, sound finances and proven management. Such qualities, we believe, should help the Fund's holdings weather future headwinds. MARKET OUTLOOK - FIXED INCOME We believe that risk appetite will remain muted heading into 2012, with the focus still on Europe. While policymakers in the Eurozone, in particular, continue to stress fiscal austerity at the risk of growth, bonds yields in Italy and Spain will remain elevated, in our opinion, which in turn will feed into the negative headlines that weighed on risk assets in the latter part of 2011. Having said that, unlimited European Central Bank support for the European banking sector does provide some scope for optimism. In addition, there are two other key drivers that could prompt renewed support for risk assets: the U.S. macro outlook, with recent data releases surprising on the upside; and China, with easing inflation pressures providing the scope for further rate cuts, which we believe will reduce concerns of a sharp slowdown in growth. Page 6 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) DECEMBER 31, 2011 SHARES DESCRIPTION VALUE ----------- -------------------------------------------------------------------------------------------- ------------ COMMON STOCKS - 44.5% BRAZIL - 8.2% 100,924 Banco Bradesco S.A., ADR.................................................................... $ 1,683,412 28,000 Lojas Renner S.A............................................................................ 726,702 33,000 Multiplan Empreendimentos Imobiliarios S.A.................................................. 677,073 66,000 Petroleo Brasileiro S.A., ADR............................................................... 1,550,340 69,287 Souza Cruz S.A.............................................................................. 851,020 84,000 Ultrapar Participacoes S.A.................................................................. 1,441,544 92,100 Vale S.A., Preference Shares, ADR........................................................... 1,897,260 ------------ 8,827,351 ------------ CHILE - 0.9% 12,600 Banco Santander Chile S.A., ADR............................................................. 953,820 ------------ CHINA - 3.2% 216,500 China Mobile Ltd............................................................................ 2,115,764 1,070,000 PetroChina Co., Ltd., Class H............................................................... 1,332,225 ------------ 3,447,989 ------------ HONG KONG - 3.1% 229,600 Aia Group Ltd............................................................................... 716,888 202,000 Hang Lung Group Ltd......................................................................... 1,106,671 640,000 Swire Pacific Ltd., B Shares................................................................ 1,504,694 ------------ 3,328,253 ------------ HUNGARY - 0.7% 5,500 Richter Gedeon Nyrt......................................................................... 772,484 ------------ INDIA - 4.3% 32,000 Bharti Airtel Ltd........................................................................... 206,986 20,000 GlaxoSmithKline Pharmaceuticals Ltd......................................................... 732,568 13,000 Grasim Industries Ltd....................................................................... 609,241 23,000 Hero Honda Motors Ltd....................................................................... 825,128 42,000 Hindustan Unilever Ltd...................................................................... 322,207 70,500 Housing Development Finance Corp., Ltd...................................................... 865,635 20,000 ICICI Bank Ltd.............................................................................. 257,848 13,000 Infosys Technologies Ltd.................................................................... 677,515 7,428 UltraTech Cement Ltd........................................................................ 163,163 ------------ 4,660,291 ------------ INDONESIA - 1.5% 195,500 PT Astra International Tbk.................................................................. 1,595,478 ------------ ITALY - 1.0% 30,600 Tenaris S.A., ADR........................................................................... 1,137,708 ------------ KAZAKHSTAN - 0.0% 376 BTA Bank JSC................................................................................ 1 ------------ MALAYSIA - 1.4% 220,000 CIMB Group Holdings Berhad.................................................................. 516,341 249,000 Public Bank Berhad.......................................................................... 1,036,845 ------------ 1,553,186 ------------ See Notes to Financial Statements Page 7 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 SHARES DESCRIPTION VALUE ----------- -------------------------------------------------------------------------------------------- ------------ COMMON STOCKS - (CONTINUED) MEXICO - 3.4% 21,900 Fomento Economico Mexicano, S.A.B. de C.V., ADR............................................. $ 1,526,649 40,000 Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., ADR................................... 501,200 380,000 Grupo Financiero Banorte, S.A.B. de C.V., O Shares.......................................... 1,150,508 92,000 Kimberly-Clark de Mexico, S.A.B. de C.V., A Shares.......................................... 500,391 ------------ 3,678,748 ------------ PHILIPPINES - 1.3% 1,550,000 Ayala Land, Inc............................................................................. 535,811 664,672 Bank of the Philippine Islands.............................................................. 836,619 ------------ 1,372,430 ------------ POLAND - 0.7% 18,000 Bank Pekao S.A.............................................................................. 736,525 ------------ RUSSIA - 1.2% 25,500 LUKOIL, ADR................................................................................. 1,356,600 ------------ SOUTH AFRICA - 2.5% 43,610 Massmart Holdings Ltd....................................................................... 913,036 18,665 SABMiller PLC............................................................................... 654,548 119,729 Truworths International Ltd................................................................. 1,095,315 ------------ 2,662,899 ------------ SOUTH KOREA - 3.1% 27,008 BS Financial Group, Inc..................................................................... 259,061 1,256 E-Mart Co., Ltd............................................................................. 304,188 4,600 Samsung Electronics Co., Ltd., Preference Shares............................................ 2,663,368 443 Shinsegae Co., Ltd.......................................................................... 94,214 ------------ 3,320,831 ------------ TAIWAN - 2.1% 210,005 Taiwan Mobile Co., Ltd...................................................................... 654,727 643,953 Taiwan Semiconductor Manufacturing Co., Ltd................................................. 1,612,062 ------------ 2,266,789 ------------ THAILAND - 2.9% 250,000 PTT Exploration and Production Public Co., Ltd.............................................. 1,335,182 107,000 Siam Cement Public (The) Co., Ltd........................................................... 1,241,268 160,600 Siam Commercial Bank Public Co., Ltd........................................................ 593,024 ------------ 3,169,474 ------------ TURKEY - 2.0% 87,635 Akbank TAS.................................................................................. 278,580 253,000 Aksigorta AS................................................................................ 217,764 27,220 Bim Birlesik Magazalar A.S.................................................................. 754,614 181,150 Haci Omer Sabanci Holding AS................................................................ 516,546 124,000 Turkiye Garanti Bankasi AS.................................................................. 386,323 ------------ 2,153,827 ------------ UNITED KINGDOM - 1.0% 51,408 Standard Chartered PLC...................................................................... 1,124,889 ------------ TOTAL COMMON STOCKS......................................................................... 48,119,573 (Cost $36,926,218) ------------ Page 8 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 PRINCIPAL VALUE (LOCAL STATED STATED VALUE CURRENCY) DESCRIPTION COUPON MATURITY (US DOLLARS) --------------- ------------------------------------------------------------ ---------- -------------- ------------ FOREIGN SOVEREIGN BONDS AND NOTES - 42.2% ARGENTINA - 1.4% 470,000 Republic of Argentina (USD)................................. 7.00% 09/12/13 $ 461,156 1,250,000 Republic of Argentina (USD)................................. 7.00% 04/17/17 1,050,581 ------------ 1,511,737 ------------ BRAZIL - 4.6% 730,000 Brazil Notas do Tesouro Nacional Series F (BRL)............. 10.00% 01/01/13 391,267 4,070,000 Brazil Notas do Tesouro Nacional Series F (BRL)............. 10.00% 01/01/17 2,097,722 4,910,000 Brazil Notas do Tesouro Nacional Series F (BRL)............. 10.00% 01/01/21 2,453,094 ------------ 4,942,083 ------------ CROATIA - 0.5% 500,000 Croatia Government International Bond (USD)................. 6.75% 11/05/19 475,706 100,000 Croatia Government International Bond (USD)................. 6.63% 07/14/20 93,750 ------------ 569,456 ------------ DOMINICAN REPUBLIC - 0.9% 450,000 Dominican Republic (USD).................................... 7.50% 05/06/21 444,375 528,000 Dominican Republic (USD).................................... 8.63% 04/20/27 543,840 ------------ 988,215 ------------ EL SALVADOR - 0.9% 400,000 Republic of El Salvador (USD)............................... 7.65% 06/15/35 412,000 520,000 Republic of El Salvador (USD)............................... 7.63% 02/01/41 530,400 ------------ 942,400 ------------ HUNGARY - 2.6% 227,370,000 Hungary Government Bond (HUF)............................... 6.00% 10/24/12 918,363 87,000,000 Hungary Government Bond (HUF)............................... 5.50% 02/12/16 312,558 85,000,000 Hungary Government Bond (HUF)............................... 6.50% 06/24/19 288,598 195,000,000 Hungary Government Bond (HUF)............................... 7.00% 06/24/22 664,066 550,000 Republic of Hungary (EUR)................................... 4.50% 01/29/14 650,404 ------------ 2,833,989 ------------ INDONESIA - 2.3% 9,600,000,000 Indonesian Government Bond (IDR)............................ 10.00% 07/15/17 1,278,577 8,000,000,000 Indonesian Government Bond (IDR)............................ 10.50% 08/15/30 1,191,592 ------------ 2,470,169 ------------ IVORY COAST - 1.3% 2,780,000 Ivory Coast Government Bond (USD)........................... 2.50% 12/31/32 1,403,900 ------------ LITHUANIA - 1.2% 1,140,000 Republic of Lithuania (USD)................................. 7.38% 02/11/20 1,236,900 ------------ MALAYSIA - 1.2% 2,500,000 Malaysia Government Bond (MYR).............................. 3.21% 05/31/13 791,877 1,700,000 Malaysia Government Bond (MYR).............................. 4.01% 09/15/17 552,986 ------------ 1,344,863 ------------ See Notes to Financial Statements Page 9 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 PRINCIPAL VALUE (LOCAL STATED STATED VALUE CURRENCY) DESCRIPTION COUPON MATURITY (US DOLLARS) --------------- ------------------------------------------------------------ ---------- -------------- ------------ FOREIGN SOVEREIGN BONDS AND NOTES - (CONTINUED) MEXICO - 4.3% 16,500,000 Mexican Bonos Desarr Fixed Rate Bond (MXN).................. 9.50% 12/18/14 $ 1,324,521 28,100,000 Mexican Bonos Desarr Fixed Rate Bond (MXN).................. 8.00% 06/11/20 2,242,251 12,800,000 Mexican Bonos Desarr Fixed Rate Bond (MXN).................. 7.50% 06/03/27 950,441 1,840,000 Mexican Bonos Desarr Fixed Rate Bond (MXN).................. 10.00% 11/20/36 163,706 ------------ 4,680,919 ------------ PAKISTAN - 0.6% 900,000 Islamic Republic of Pakistan (USD).......................... 6.88% 06/01/17 661,500 ------------ PERU - 1.1% 2,900,000 Peruvian Government Bond (PEN).............................. 7.84% 08/12/20 1,228,937 ------------ QATAR - 1.3% 1,290,000 State of Qatar (USD)........................................ 5.25% 01/20/20 1,422,225 ------------ RUSSIA - 1.8% 60,000,000 Russian Foreign Bond (RUB).................................. 7.85% 03/10/18 1,900,385 ------------ SENEGAL - 0.4% 450,000 Republic of Senegal (USD)................................... 8.75% 05/13/21 447,750 ------------ SERBIA - 1.4% 900,000 Republic of Serbia (USD).................................... 7.25% 09/28/21 882,132 61,000,000 Serbia Treasury Bill (RSD).................................. (c) 12/13/12 658,499 ------------ 1,540,631 ------------ SOUTH AFRICA - 5.4% 520,000 Eskom Holdings Ltd. (USD)................................... 5.75% 01/26/21 531,700 29,850,000 Republic of South Africa (ZAR).............................. 8.25% 09/15/17 3,849,600 9,870,000 Republic of South Africa (ZAR).............................. 10.50% 12/21/26 1,431,384 ------------ 5,812,684 ------------ SRI LANKA - 0.3% 350,000 Republic of Sri Lanka (USD)................................. 6.25% 07/27/21 345,490 ------------ TURKEY - 2.7% 80,000 Republic of Turkey (USD).................................... 7.25% 03/05/38 87,800 360,000 Republic of Turkey (USD).................................... 6.75% 05/30/40 372,600 1,300,000 Turkey Government Bond (TRY)................................ 16.00% 03/07/12 693,677 1,470,000 Turkey Government Bond (TRY)................................ 16.00% 08/28/13 838,337 1,700,000 Turkey Government Bond (TRY)................................ 10.50% 01/15/20 927,313 ------------ 2,919,727 ------------ UKRAINE - 0.1% 80,000 Ukraine Government Bond (USD)............................... 6.58% 11/21/16 70,400 ------------ UNITED ARAB EMIRATES - 0.7% 700,000 Dubai Government International Bond (USD)................... 7.75% 10/05/20 736,750 ------------ URUGUAY - 1.3% 13,200,000 Republica Orient Uruguay, Inflation Adjusted Bond (UYU) (d)................................................ 5.00% 09/14/18 1,068,269 4,600,000 Republica Orient Uruguay, Inflation Adjusted Bond (UYU) (d)................................................ 4.25% 04/05/27 339,432 ------------ 1,407,701 ------------ Page 10 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 PRINCIPAL VALUE (LOCAL STATED STATED VALUE CURRENCY) DESCRIPTION COUPON MATURITY (US DOLLARS) --------------- ------------------------------------------------------------ ---------- -------------- ------------ FOREIGN SOVEREIGN BONDS AND NOTES - (CONTINUED) VENEZUELA - 3.4% 300,000 Republic of Venezuela (USD)................................. 8.50% 10/08/14 $ 280,875 2,150,000 Republic of Venezuela (USD)................................. 5.75% 02/26/16 1,693,125 600,000 Republic of Venezuela (USD)................................. 7.75% 10/13/19 432,000 1,100,000 Republic of Venezuela (USD)................................. 7.65% 04/21/25 687,500 700,000 Republic of Venezuela (USD)................................. 11.95% 08/05/31 575,610 ------------ 3,669,110 ------------ VIETNAM - 0.5% 500,000 Socialist Republic of Vietnam (USD)......................... 6.88% 01/15/16 518,750 ------------ TOTAL FOREIGN SOVEREIGN BONDS AND NOTES................................................. 45,606,671 (Cost $47,342,158) ------------ FOREIGN CORPORATE BONDS AND NOTES (e) - 16.9% BRAZIL - 2.3% 200,000 Centrais Eletricas Brasileiras S.A. (USD)................... 5.75% 10/27/21 209,026 550,000 Hypermarcas S.A. (USD)...................................... 6.50% 04/20/21 493,625 350,000 Odebrecht Finance Ltd. (USD)................................ 7.50% 09/14/15 343,875 550,000 OGX Petroleo e Gas Participacoes S.A. (USD)................. 8.50% 06/01/18 544,500 100,000 Petrobras International Finance Co. (USD)................... 5.38% 01/27/21 105,560 230,000 Rearden G Holdings Eins GmbH (USD).......................... 7.88% 03/30/20 230,000 600,000 Virgolino de Oliveira Finance Ltd. (USD).................... 10.50% 01/28/18 586,500 ------------ 2,513,086 ------------ CHINA - 1.3% 180,000 China Oriental Group Co. Ltd. (USD)......................... 8.00% 08/18/15 155,475 400,000 China Overseas Finance Cayman II Ltd. (USD)................. 5.50% 11/10/20 376,488 500,000 MCC Holding (Hong Kong) Corp. Ltd. (USD).................... 4.88% 07/29/16 491,925 500,000 Yanlord Land Group Ltd. (USD)............................... 10.63% 03/29/18 390,000 ------------ 1,413,888 ------------ COLOMBIA - 0.6% 600,000 TGI International Ltd. (USD)................................ 9.50% 10/03/17 645,750 ------------ DOMINICAN REPUBLIC - 0.8% 350,000 AES Andres Dominicana/Itabo Dominicana (USD)................ 9.50% 11/12/20 350,000 505,000 Cerveceria Nacional Dominicana (USD)........................ 16.00% 03/27/12 472,175 ------------ 822,175 ------------ EL SALVADOR - 0.4% 450,000 Telemovil Finance Co., Ltd. (USD)........................... 8.00% 10/01/17 465,750 ------------ GUATEMALA - 0.4% 400,000 Industrial Subordinated Trust (USD)......................... 8.25% 07/27/21 410,804 ------------ INDONESIA - 1.0% 810,000 Majapahit Holding B.V. (USD)................................ 7.75% 10/17/16 912,263 150,000 PT Adaro Indonesia (USD).................................... 7.63% 10/22/19 164,445 ------------ 1,076,708 ------------ See Notes to Financial Statements Page 11 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 PRINCIPAL VALUE (LOCAL STATED STATED VALUE CURRENCY) DESCRIPTION COUPON MATURITY (US DOLLARS) --------------- ------------------------------------------------------------ ---------- -------------- ------------ FOREIGN CORPORATE BONDS AND NOTES (e) - (CONTINUED) KAZAKHSTAN - 0.3% 10 BTA Bank JSC (USD) (f)...................................... 10.75% 07/01/18 $ 2 350,000 Zhaikmunai L.L.P. (USD)..................................... 10.50% 10/19/15 339,500 ------------ 339,502 ------------ MEXICO - 2.9% 450,000 Axtel S.A.B. de C.V. (USD).................................. 9.00% 09/22/19 346,500 275,000 Corp. Geo S.A. de C.V. (USD)................................ 8.88% 09/25/14 270,875 884,000 Desarrolladora Homex S.A. (USD)............................. 9.50% 12/11/19 868,530 645,125 GEO Maquinaria S.A. de C.V. (USD)........................... 9.63% 05/02/21 599,966 400,000 Petroleos Mexicanos (USD)................................... 6.50% 06/02/41 452,000 457,000 Servicios Corporativos Javer Sapi de C.V. (USD)............. 9.88% 04/06/21 420,440 125,000 Urbi Desarrollos Urbanos Sab de C.V. (USD).................. 9.50% 01/21/20 127,500 ------------ 3,085,811 ------------ MULTINATIONAL - 0.6% 700,000 African Export-Import Bank (USD)............................ 5.75% 07/27/16 675,500 ------------ NIGERIA - 0.3% 350,000 GTB Finance B.V. (USD)...................................... 7.50% 05/19/16 343,875 ------------ PERU - 0.6% 650,000 Banco de Credito del Peru (USD)............................. 4.75% 03/16/16 654,875 ------------ PHILIPPINES - 0.2% 250,000 Alliance Global Group, Inc. (USD)........................... 6.50% 08/18/17 257,253 ------------ RUSSIA - 1.9% 450,000 Alfa Bank (USD)............................................. 7.88% 09/25/17 429,750 200,000 Alfa Bank OJSC Via Alfa Bond Issuance PLC (USD)............. 7.75% 04/28/21 177,000 350,000 Home Credit & Finance Bank via Eurasia Capital S.A. (USD)... 7.00% 03/18/14 347,627 300,000 LUKOIL International Finance B.V. (USD)..................... 7.25% 11/05/19 311,250 400,000 Vimpelcom Ltd. (USD)........................................ 6.49% 02/02/16 378,500 450,000 VTB Bank OJSC Via VTB Capital S.A. (USD).................... 6.55% 10/13/20 423,675 ------------ 2,067,802 ------------ TURKEY - 0.4% 500,000 Yasar Holdings (USD)........................................ 9.63% 10/07/15 489,375 ------------ UKRAINE - 0.3% 350,000 MHP S.A. (USD).............................................. 10.25% 04/29/15 311,500 ------------ UNITED ARAB EMIRATES - 1.3% 750,000 Dubai Electricity & Water Authority (USD)................... 7.38% 10/21/20 772,500 600,000 IPIC GMTN Ltd. (USD)........................................ 5.50% 03/01/22 603,000 ------------ 1,375,500 ------------ Page 12 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 PRINCIPAL VALUE (LOCAL STATED STATED VALUE CURRENCY) DESCRIPTION COUPON MATURITY (US DOLLARS) --------------- ------------------------------------------------------------ ---------- -------------- ------------ FOREIGN CORPORATE BONDS AND NOTES (e) - (CONTINUED) VENEZUELA - 1.3% 1,800,000 Petroleos de Venezuela S.A. (USD)........................... 8.50% 11/02/17 $ 1,361,700 ------------ TOTAL FOREIGN CORPORATE BONDS AND NOTES................................................. 18,310,854 (Cost $18,792,030) ------------ TOTAL INVESTMENTS - 103.6%.............................................................. 112,037,098 (Cost $103,060,406) (g) OUTSTANDING LOAN - (5.4%)............................................................... (5,800,000) NET OTHER ASSETS AND LIABILITIES - 1.8%................................................. 1,936,450 ------------ NET ASSETS - 100.0%..................................................................... $108,173,548 ============ ------------------------ (a) All percentages shown in the Portfolio of Investments are based on net assets. (b) All of these securities are available to serve as collateral for the outstanding loan. (c) Zero coupon bond. (d) Security whose principal value is adjusted in accordance with changes to the country's Consumer Price Index. Interest is calculated on the basis of the current adjusted principal value. (e) Portfolio securities are included in a country based upon their underlying credit exposure as determined by Aberdeen Asset Management Inc., the Fund's sub-advisor. (f) Security is a "step-up" bond where the coupon increases or steps up at a predetermined date. The interest rate shown reflects the rate in effect at December 31, 2011. (g) Aggregate cost for federal income tax purposes is $103,296,560. As of December 31, 2011, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $14,706,276 and the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $5,965,738. ADR American Depositary Receipt Currency Abbreviations BRL Brazilian Real EUR EURO DOLLAR HUF Hungarian Forint IDR Indonesian Rupiah MXN Mexican Peso MYR Malaysian Ringgit PEN Peruvian New Sol RSD Serbian Dinar RUB Russian Ruble TRY Turkish Lira USD United States Dollar UYU Uruguayan Peso ZAR South African Rand See Notes to Financial Statements Page 13 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND PORTFOLIO OF INVESTMENTS (a) (b) - (CONTINUED) DECEMBER 31, 2011 VALUATION INPUTS A summary of the inputs used to value the Fund's investments as of December 31, 2011 is as follows (see Note 2A - Portfolio Valuation in the Notes to Financial Statements): ASSETS TABLE LEVEL 2 LEVEL 3 TOTAL LEVEL 1 SIGNIFICANT SIGNIFICANT VALUE AT QUOTED OBSERVABLE UNOBSERVABLE 12/31/2011 PRICES INPUTS INPUTS ------------ ------------ -------------- ------------ Common Stocks*.................................. $ 48,119,573 $ 48,119,573 $ -- $ -- Foreign Sovereign Bonds and Notes*.............. 45,606,671 -- 45,606,671 -- Foreign Corporate Bonds and Notes*.............. 18,310,854 -- 18,310,854 -- ------------ ------------ -------------- ------------ Total Investments............................... 112,037,098 48,119,573 63,917,525 -- Forward Foreign Currency Contracts**............ 219,916 -- 219,916 -- ------------ ------------ -------------- ------------ Total........................................... $112,257,014 $ 48,119,573 $ 64,137,441 $ -- ============ ============ ============== ============ LIABILITIES TABLE LEVEL 2 LEVEL 3 TOTAL LEVEL 1 SIGNIFICANT SIGNIFICANT VALUE AT QUOTED OBSERVABLE UNOBSERVABLE 12/31/2011 PRICES INPUTS INPUTS ------------ ------------ -------------- ------------ Forward Foreign Currency Contracts**............ $ (19,484) $ -- $ (19,484) $ -- ============ ============ ============== ============ * SEE THE PORTFOLIO OF INVESTMENTS FOR COUNTRY BREAKOUT. ** SEE THE SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS FOR CONTRACT AND CURRENCY DETAIL. Page 14 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS DECEMBER 31, 2011 FORWARD FOREIGN CURRENCY CONTRACTS ------------------------------------------------------------ PURCHASE SALE VALUE AS OF VALUE AS OF UNREALIZED SETTLEMENT AMOUNT AMOUNT DECEMBER 31, DECEMBER 31, APPRECIATION DATE COUNTERPARTY PURCHASED (a) SOLD (a) 2011 2011 (DEPRECIATION) ------------ ------------ --------------------- ------------------- ---------------- ---------------- ------------- 03/02/12 JPM USD 2,033,952 BRL 3,834,000 $ 2,033,952 $ 2,026,828 $ 7,124 01/20/12 JPM USD 656,431 EUR 490,000 656,431 634,272 22,159 01/20/12 JPM USD 1,322,085 HUF 285,187,000 1,322,085 1,169,182 152,903 03/02/12 JPM USD 718,387 IDR 6,734,876,000 718,387 737,871 (19,484) 01/20/12 JPM USD 186,438 MXN 2,491,000 186,438 178,166 8,272 01/20/12 JPM USD 578,315 TRY 1,087,000 578,315 571,007 7,308 01/20/12 JPM USD 1,685,862 ZAR 13,481,000 1,685,862 1,663,712 22,150 ------------- Net unrealized appreciation (depreciation)................................................................ $ 200,432 ============= (a) Please see page 13 for currency descriptions. Counterparty Abbreviations: JPM JPMorgan Chase See Notes to Financial Statements Page 15 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2011 ASSETS: Investments, at value (Cost $103,060,406)........................................................................ $112,037,098 Foreign currency (Cost $746,205)............................................................... 738,972 Unrealized appreciation on forward foreign currency contracts.................................. 219,916 Prepaid expenses............................................................................... 3,427 Receivables: Interest.................................................................................... 1,441,834 Investment securities sold.................................................................. 73,294 Dividends................................................................................... 50,288 ------------ Total Assets............................................................................. 114,564,829 ------------ LIABILITIES: Outstanding loan............................................................................... 5,800,000 Unrealized depreciation on forward foreign currency contracts.................................. 19,484 Payables: Deferred Thailand capital gains tax......................................................... 192,824 Investment advisory fees.................................................................... 98,005 Custodian fees.............................................................................. 74,895 Investment securities purchased............................................................. 59,917 Due to custodian............................................................................ 58,385 Audit and tax fees.......................................................................... 52,830 Printing fees............................................................................... 12,970 Administrative fees......................................................................... 8,477 Transfer agent fees......................................................................... 3,122 Legal fees.................................................................................. 3,086 Interest and fees on loan................................................................... 2,050 Financial reporting fees.................................................................... 771 Other liabilities.............................................................................. 4,465 ------------ Total Liabilities........................................................................ 6,391,281 ------------ NET ASSETS..................................................................................... $108,173,548 ============ NET ASSETS consist of: Paid-in capital................................................................................ $ 97,511,411 Par value...................................................................................... 53,278 Accumulated net investment income (loss)....................................................... 988,618 Accumulated net realized gain (loss) on investments, forward foreign currency contracts and foreign currency transactions........................................................... 690,730 Net unrealized appreciation (depreciation) on investments, forward foreign currency contracts and foreign currency translation............................................................ 8,929,511 ------------ NET ASSETS..................................................................................... $108,173,548 ============ NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)........................... $ 20.30 ============ Number of Common Shares outstanding (unlimited number of Common Shares has been authorized).... 5,327,785 ============ Page 16 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011 INVESTMENT INCOME: Interest (net of foreign withholding tax of $16,304)........................................... $ 5,654,672 Dividends (net of foreign withholding tax of $151,416)......................................... 1,541,322 Other.......................................................................................... 16,743 ------------ Total investment income..................................................................... 7,212,737 ------------ EXPENSES: Investment advisory fees....................................................................... 1,230,955 Custodian fees................................................................................. 231,590 Administrative fees............................................................................ 106,941 Interest and fees on loan...................................................................... 86,538 Audit and tax fees............................................................................. 54,160 Legal fees..................................................................................... 42,220 Trustees' fees and expenses.................................................................... 38,918 Transfer agent fees............................................................................ 37,803 Printing fees.................................................................................. 34,572 Financial reporting fees....................................................................... 9,250 Other.......................................................................................... 99,426 ------------ Total expenses.............................................................................. 1,972,373 ------------ NET INVESTMENT INCOME (LOSS)................................................................... 5,240,364 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS): Net realized gain (loss) on: Investments................................................................................. 4,445,702 Forward foreign currency contracts.......................................................... (20,589) Foreign currency transactions............................................................... (68,737) ------------ Net realized gain (loss)....................................................................... 4,356,376 ------------ Net change in unrealized appreciation (depreciation) on: Investments................................................................................. (15,556,358) Forward foreign currency contracts.......................................................... 332,061 Foreign currency translation................................................................ (91,047) Net change in deferred Thailand capital gains tax.............................................. 12,684 ------------ Net change in unrealized appreciation (depreciation)........................................... (15,302,660) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS)........................................................ (10,946,284) ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS................................ $ (5,705,920) ============ See Notes to Financial Statements Page 17 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND STATEMENTS OF CHANGES IN NET ASSETS YEAR YEAR ENDED ENDED 12/31/2011 12/31/2010 ------------- ------------- OPERATIONS: Net investment income (loss)....................................................... $ 5,240,364 $ 5,143,399 Net realized gain (loss)........................................................... 4,356,376 8,173,830 Net change in unrealized appreciation (depreciation)............................... (15,302,660) 10,051,108 ------------- ------------- Net increase (decrease) in net assets resulting from operations.................... (5,705,920) 23,368,337 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................................. (3,929,384) (4,403,686) Net realized gain.................................................................. (3,529,515) (3,055,213) Return of capital.................................................................. -- -- ------------- ------------- Total distributions to shareholders................................................ (7,458,899) (7,458,899) ------------- ------------- CAPITAL TRANSACTIONS: Proceeds from Common Shares reinvested............................................. -- -- Repurchase of Common Shares........................................................ -- (1,287,590) ------------- ------------- Net increase (decrease) in net assets resulting from capital transactions.......... -- (1,287,590) ------------- ------------- Total increase (decrease) in net assets............................................ (13,164,819) 14,621,848 NET ASSETS: Beginning of period................................................................ 121,338,367 106,716,519 ------------- ------------- End of period...................................................................... $ 108,173,548 $ 121,338,367 ============= ============= Accumulated net investment income (loss) at end of period.......................... $ 988,618 $ (423,895) ============= ============= CAPITAL TRANSACTIONS WERE AS FOLLOWS: Common Shares at beginning of period............................................... 5,327,785 5,400,233 Common Shares repurchased (a)...................................................... -- (72,448) Common Shares issued as reinvestment under the Dividend Reinvestment Plan.......... -- -- ------------- ------------- Common Shares at end of period..................................................... 5,327,785 5,327,785 ============= ============= ------------------------ (a) On November 17, 2008, the Fund commenced a share repurchase program for purposes of enhancing shareholder value and reducing the discount at which the Fund's shares trade from their net asset value. The program originally expired on May 17, 2009, but on June 2, 2009, the Fund announced that the Board of Trustees of the Fund (the "Board") authorized the continuation of the Fund's share repurchase program. The program again expired on December 2, 2009, but on December 15, 2009, the Fund again announced that the Board authorized continuation of the Fund's repurchase program. The program expired on March 15, 2010. For the year ended December 31, 2010, the Fund repurchased 72,448 of its shares at an average discount of 10.45% from net asset value per share. Page 18 See Notes to Financial Statements FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2011 CASH FLOWS FROM OPERATING ACTIVITIES: Net increase (decrease) in net assets resulting from operations ................ $ (5,705,920) Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: Purchases of investments.................................................. (60,667,291) Sales, maturities and paydowns of investments............................. 62,986,123 Net amortization/accretion of premiums/discounts on investments........... (406,525) Net realized gain/loss on investments..................................... (4,445,702) Net change in unrealized appreciation/depreciation on forward foreign currency contracts..................................................... (332,061) Net change in unrealized appreciation/depreciation on investments......... 15,556,358 CHANGES IN ASSETS AND LIABILITIES: Decrease in interest receivable........................................... 86,326 Increase in dividends receivable.......................................... (8,883) Decrease in prepaid expenses.............................................. 2,197 Increase in due to custodian.............................................. 58,385 Decrease in interest and fees on loan payable............................. (1,676) Decrease in investment advisory fees payable.............................. (9,564) Decrease in audit and tax fees payable.................................... (1,410) Decrease in legal fees payable............................................ (2,536) Decrease in printing fees payable......................................... (10,525) Decrease in administrative fees payable................................... (1,680) Increase in custodian fees payable........................................ 43,069 Increase in transfer agent fees payable................................... 558 Decrease in Trustees' fees and expenses payable........................... (34) Increase in financial reporting fees payable.............................. 771 Decrease in deferred Thailand capital gains tax........................... (12,684) Decrease in other liabilities............................................. (2,203) ------------- CASH PROVIDED BY OPERATING ACTIVITIES........................................... $ 7,125,093 ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to Common Shareholders from net realized gain............... (3,529,515) Distributions to Common Shareholders from net investment income........... (3,929,384) ------------- CASH USED IN FINANCING ACTIVITIES............................................... (7,458,899) ------------- Decrease in cash (a)............................................................ (333,806) Cash at beginning of period..................................................... 1,072,778 ------------- CASH AND FOREIGN CURRENCY AT END OF PERIOD...................................... $ 738,972 ============= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest and fees............................... $ 88,214 ============= (a) Includes net change in unrealized appreciation/depreciation on foreign currency of $(37,764). See Notes to Financial Statements Page 19 FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND FINANCIAL HIGHLIGHTS FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD YEAR YEAR YEAR YEAR PERIOD ENDED ENDED ENDED ENDED ENDED 12/31/2011 12/31/2010 12/31/2009 12/31/2008 12/31/2007 ------------- ------------- ------------- ------------- ------------ Net asset value, beginning of period......... $ 22.77 $ 19.76 $ 12.87 $ 21.69 $ 20.58 ---------- ---------- ---------- ---------- ---------- INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)................. 0.98 0.97 1.01 1.09 (a) 0.92 Net realized and unrealized gain (loss)...... (2.05) 3.41 7.16 (8.37) 2.00 ---------- ---------- ---------- ---------- ---------- Total from investment operations............. (1.07) 4.38 8.17 (7.28) 2.92 ---------- ---------- ---------- ---------- ---------- DISTRIBUTIONS PAID TO SHAREHOLDERS FROM: Net investment income........................ (0.74) (0.83) (0.81) (1.08) (0.79) Net realized gain............................ (0.66) (0.57) -- (0.10) (1.02) Return of capital............................ -- -- (0.63) (0.38) -- ---------- ---------- ---------- ---------- ---------- Total from distributions..................... (1.40) (1.40) (1.44) (1.56) (1.81) ---------- ---------- ---------- ---------- ---------- Capital share repurchases.................... -- 0.03 0.16 0.02 -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period............... $ 20.30 $ 22.77 $ 19.76 $ 12.87 $ 21.69 ========== ========== ========== ========== ========== Market value, end of period.................. $ 17.82 $ 21.32 $ 18.04 $ 10.25 $ 19.50 ========== ========== ========== ========== ========== TOTAL RETURN BASED ON NET ASSET VALUE (b) ... (4.18)% 23.29% 69.25% (33.94)% 15.74% ========== ========== ========== ========== ========== TOTAL RETURN BASED ON MARKET VALUE (b)....... (10.17)% 26.45% 94.01% (41.48)% 12.53% ========== ========== ========== ========== ========== ----------------------- RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA: Net assets, end of period (in 000's)......... $ 108,174 $ 121,338 $ 106,717 $ 75,365 $ 128,112 Ratio of total expenses to average net assets.................................... 1.68% 1.76% 2.11% 2.00% 2.04% Ratio of total expenses to average net assets excluding interest expense................ 1.61% 1.62% 1.80% 1.60% 1.58% Ratio of net investment income (loss) to average net assets........................ 4.47% 4.55% 6.11% 5.73% 4.31% Portfolio turnover rate...................... 51% 87% 66% 64% 95% INDEBTEDNESS: Total loan outstanding (in 000's)............ $ 5,800 $ 5,800 $ 5,800 $ 13,500 $ 8,000 Asset coverage per $1,000 of indebtedness (c) $ 19,651 $ 21,920 $ 19,399 $ 6,583 $ 17,014 ----------------------- (a) Based on average shares outstanding. (b) Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan, and changes in net asset value per share for net asset value returns and changes in Common Share price for market value returns. Total returns do not reflect sales load and are not annualized for periods less than one year. Past performance is not indicative of future results. (c) Calculated by subtracting the Fund's total liabilities (not including the loan outstanding) from the Fund's total assets, and dividing by the outstanding loan balance in 000's. Page 20 See Notes to Financial Statements -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 1. FUND DESCRIPTION First Trust/Aberdeen Emerging Opportunity Fund (the "Fund") is a diversified, closed-end management investment company organized as a Massachusetts business trust on May 16, 2006 and is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund trades under the ticker symbol FEO on the New York Stock Exchange ("NYSE"). The Fund's investment objective is to seek a high level of total return. The Fund pursues its objective by investing at least 80% of its Managed Assets in a diversified portfolio of equity and fixed-income securities of issuers in emerging market countries. "Managed Assets" means the total asset value of the Fund minus the sum of the Fund's liabilities other than the principal amount of borrowings, if any. There can be no assurance that the Fund will achieve its investment objective. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. PORTFOLIO VALUATION: The net asset value ("NAV") of the Fund's Common Shares is determined daily as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes early on a valuation day, the NAV is determined as of that time. Domestic debt securities and foreign securities are priced using data reflecting the earlier closing of the principal markets for those securities. The NAV per Common Share is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends), less all liabilities (including accrued expenses, dividends declared but unpaid and any borrowings of the Fund), by the total number of Common Shares outstanding. The Fund's investments are valued daily in accordance with valuation procedures adopted by the Fund's Board of Trustees, and in accordance with provisions of the 1940 Act. All securities and other assets of the Fund initially expressed in foreign currencies will be converted to U.S. dollars using exchange rates in effect at the time of valuation. All market quotations used in valuing the Fund's securities will be obtained from a third party pricing service. The Fund's securities will be valued as follows: Bond, notes and other debt securities not traded in an organized market are valued on the basis of valuations provided by dealers who make markets in such securities or by an independent pricing service approved by the Fund's Board of Trustees, which may use the following valuation inputs when available: 1) benchmark yields; 2) reported trades; 3) broker/dealer quotes; 4) issuer spreads; 5) benchmark securities; 6) bids and offers; and 7) reference data including market research publications. Common stocks and other securities listed on any national or foreign exchange (excluding the NASDAQ National Market ("NASDAQ") and the London Stock Exchange Alternative Investment Market ("AIM")) are valued at the last sale price on the exchange on which they are principally traded. If there are no transactions on the valuation day, the securities are valued at the mean between the most recent bid and asked prices. Securities listed on the NASDAQ or the AIM are valued at the official closing price. If there is no official closing price on the valuation day, the securities are valued at the mean between the most recent bid and asked prices. Securities traded in the over-the-counter market are valued at their closing bid prices. Forward foreign currency contracts are valued at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate, and the thirty, sixty, ninety and one-hundred eighty day forward rates provided by an independent pricing service. Debt securities having a remaining maturity of sixty days or less when purchased are valued at cost adjusted for amortization of premiums and accretions of discounts. In the event that market quotations are not readily available, the pricing service does not provide a valuation for a particular asset, or the valuations are deemed unreliable, the Fund's Board of Trustees has designated First Trust Advisors L.P. ("First Trust") to use a fair value method to value the Fund's securities and other investments. Additionally, if events occur after the close of the principal market for particular securities (e.g., domestic debt and foreign securities), but before the Fund values its assets, that could materially affect NAV, Page 21 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 First Trust may use a fair value method to value the Fund's securities and other investments. The use of fair value pricing by the Fund is governed by valuation procedures adopted by the Fund's Board of Trustees, and in accordance with the provisions of the 1940 Act. As a general principle, the fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. However, in light of the judgment involved in fair valuations, there can be no assurance that a fair value assigned to a particular security will be the amount which the Fund might be able to receive upon its current sale. Fair valuation of a debt security will be based on the consideration of all available information, including, but not limited to, the following: 1) the fundamental business data relating to the issuer, or economic data relating to the country of issue; 2) an evaluation of the forces which influence the market in which these securities are purchased and sold; 3) the type, size and cost of security; 4) the financial statements of the issuer, or the financial condition of the country of issue; 5) the credit quality and cash flow of the issuer, or country of issue, based on the Sub-Advisor's or external analysis; 6) the information as to any transactions in or offers for the security; 7) the price and extent of public trading in similar securities (or equity securities) of the issuer/borrower, or comparable companies; 8) the coupon payments; 9) the quality, value and salability of collateral, if any, securing the security; 10) the business prospects of the issuer, including any ability to obtain money or resources from a parent or affiliate and an assessment of the issuer's management (for corporate debt only); 11) the economic, political and social prospects/developments of the country of issue and the assessment of the country's governmental leaders/officials (for sovereign debt only); 12) the prospects for the issuer's industry, and multiples (of earnings and/or cash flows) being paid for similar businesses in that industry (for corporate debt only); and 13) other relevant factors. Fair valuation of an equity security will be based on the consideration of all available information, including, but not limited to the following: 1) the type of security; 2) the size of the holding; 3) the initial cost of the security; 4) transactions in comparable securities; 5) price quotes from dealers and/or pricing services; 6) relationships among various securities; 7) information obtained by contacting the issuer, analysts, or the appropriate stock exchange; 8) an analysis of the issuer's financial statements; and 9) the existence of merger proposals or tender offers that might affect the value of the security. If the equity securities in question are foreign securities, the following additional information may be considered: 1) the value of similar foreign securities traded on other foreign markets; 2) ADR trading of similar securities; 3) closed-end fund trading of similar securities; 4) foreign currency exchange activity; 5) the trading prices of financial products that are tied to baskets of foreign securities; 6) factors relating to the event that precipitated the pricing problem; 7) whether the event is likely to recur; and 8) whether the effects of the event are isolated or whether they affect entire markets, countries or regions. The Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows: o Level 1 - Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis. o Level 2 - Level 2 inputs are observable inputs, either directly or indirectly, and include the following: o Quoted prices for similar investments in active markets. o Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly. o Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). o Inputs that are derived principally from or corroborated by observable market data by correlation or other means. Page 22 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 o Level 3 - Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the investments. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. A summary of the inputs used to value the Fund's investments as of December 31, 2011, is included with the Fund's Portfolio of Investments. B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis. Amortization of premiums and accretion of discounts are recorded by using the effective interest method. Securities purchased on a when-issued, delayed-delivery or forward commitment basis may have extended settlement periods. The value of the security so purchased is subject to market fluctuations during this period. The Fund maintains liquid assets with a current value at least equal to the amount of its when-issued, delayed-delivery or forward purchase commitments until payment is made. At December 31, 2011, the Fund had no when-issued, delayed-delivery or forward purchase commitments. C. FORWARD FOREIGN CURRENCY CONTRACTS: The Fund is subject to foreign currency risk in the normal course of pursuing its investment objective. Forward foreign currency contracts are agreements to exchange one currency for another at a future date and at a specified price. The Fund uses forward foreign currency contracts to facilitate transactions in foreign securities and to manage the Fund's foreign currency exposure. These contracts are valued daily, and the Fund's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in "Unrealized appreciation (depreciation) on forward foreign currency contracts" on the Statement of Assets and Liabilities. When the forward contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or the cost of) the closing transaction and the Fund's basis in the contract. This realized gain or loss is included in "Net realized gain (loss) on forward foreign currency contracts" on the Statement of Operations. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Due to the risks, the Fund could incur losses in excess of the net unrealized value shown on the Schedule of Forward Foreign Currency Contracts. During the year ended December 31, 2011, the open and close notional values of forward foreign currency contracts were $66,657,223 and $69,387,810, respectively. D. FOREIGN CURRENCY: The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of investment securities and items of income and expense are translated on the respective dates of such transactions. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result from changes in foreign currency exchange rates have been included in "Net change in unrealized appreciation (depreciation) on foreign currency translation" on the Statement of Operations. Unrealized gains and losses on investments in securities which result from changes in foreign exchange rates are included with fluctuations arising from changes in market price and are shown in "Net change in unrealized appreciation (depreciation) on investments" on the Statement of Operations. Net realized foreign currency gains and losses include the effect of changes in exchange rates between trade date and settlement date on investment security transactions, foreign currency transactions and interest and dividends received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in "Net realized gain (loss) on foreign currency transactions" on the Statement of Operations. E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Level dividend distributions are declared and paid quarterly to Common Shareholders after the payment of interest and/or dividends in connection with leverage. The level dividend rate may be modified by the Board of Trustees from time to time. If, for any quarterly distribution, net investment company taxable income, if any (which term includes net short-term capital gain), is less than the amount of the distribution, the difference will generally be a tax-free return of capital distributed from the Fund's assets. Distributions of any net long-term capital gains earned by the Fund are distributed at least annually. Distributions will automatically be reinvested into additional Common Shares pursuant to the Fund's Dividend Reinvestment Plan unless cash distributions are elected by the shareholder. Distributions from income and capital gains are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities held by the Fund and have no impact on net assets or net asset value per share. Temporary differences, which arise from recognizing certain items of income, expense and gain/loss in different periods for financial statement and tax Page 23 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 purposes, will reverse at some point in the future. Permanent differences incurred during the year ended December 31, 2011, primarily a result of differing book and tax treatment on realization of foreign currency gains (losses), have been reclassified at year end to reflect an increase to accumulated net investment income (loss) of $101,533, and a decrease to accumulated net realized gain (loss) of $101,533. Net assets were not affected by these reclassifications. The tax character of distributions paid during the fiscal years ended December 31, 2011 and 2010 was as follows: Distributions paid from: 2011 2010 Ordinary income................................. $ 4,338,566 $ 4,403,686 Long-term capital gains......................... 3,120,333 3,055,213 As of December 31, 2011, the distributable earnings and net assets on a tax basis were as follows: Undistributed ordinary income................... $ 1,738,421 Undistributed capital gains..................... 1,173,136 ------------- Total undistributed earnings.................... 2,911,557 Accumulated capital and other losses............ (663,408) Net unrealized appreciation (depreciation)...... 8,666,265 ------------- Total accumulated earnings (losses)............. 10,914,414 Other........................................... (305,555) Paid-in capital................................. 97,564,689 ------------- Net assets...................................... $ 108,173,548 ============= F. INCOME TAXES: The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, which includes distributing substantially all of its net investment income and net realized gains to shareholders. Accordingly, no provision has been made for federal or state income taxes. However, due to the timing and amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98.2% of the Fund's taxable income exceeds the distributions from such taxable income for the calendar year. The Fund intends to utilize provisions of the federal income tax laws which allow it to carry realized capital losses forward indefinitely following the year of the loss and offset such loss against any future realized capital gains. The Fund is subject to certain limitations under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has been a 50% change in ownership. At December 31, 2011, the Fund had no capital loss carryforward for federal income tax purposes. Certain losses realized during the fiscal year may be deferred and treated as occurring on the first day of the following fiscal year for federal income tax purposes. For the fiscal year ended December 31, 2011, the Fund intends to elect to defer net ordinary losses of $215,600 and net realized capital losses of $447,808. The Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ending 2008, 2009, 2010 and 2011 remain open to federal and state audit. As of December 31, 2011, management has evaluated the application of these standards to the Fund and has determined that no provision for income tax is required in the Fund's financial statements for uncertain tax positions. G. EXPENSES: The Fund will pay all expenses directly related to its operations. H. ACCOUNTING PRONOUNCEMENT: In May 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-04 "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs," modifying Topic 820, "Fair Value Measurements and Disclosures." At the same time, the International Accounting Standards Board ("IASB") issued International Financial Reporting Standard ("IFRS") 13, "Fair Value Measurement." The objective of the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, the ASU requires reporting entities to disclose (i) the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers, (ii) for Level 3 fair value measurements, quantitative information about significant unobservable inputs used, (iii) a description of the valuation processes used by the reporting entity, and (iv) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of the ASU is for interim and annual periods beginning after December 15, 2011, and it is therefore not effective for the current fiscal year. Management is in the process of assessing the impact of the updated standards on the Fund's financial statements, if any. Page 24 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 3. INVESTMENT ADVISORY FEE, AFFILIATED TRANSACTIONS AND OTHER FEE ARRANGEMENTS First Trust, the investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general partner, The Charger Corporation. First Trust is responsible for the ongoing monitoring of the Fund's investment portfolio, managing the Fund's business affairs and providing certain administrative services necessary for the management of the Fund. For these services, First Trust is entitled to a monthly fee calculated at an annual rate of 1.00% of the Fund's Managed Assets. First Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250. Aberdeen Asset Management Inc. ("Aberdeen" or the "Sub-Advisor") serves as the Fund's sub-advisor and manages the Fund's portfolio subject to First Trust's supervision. The Sub-Advisor receives a monthly portfolio management fee calculated at an annual rate of 0.50% of the Fund's Managed Assets that is paid by First Trust out of its investment advisory fee. BNY Mellon Investment Servicing (US) Inc. serves as the Fund's Administrator, Fund Accountant and Transfer Agent in accordance with certain fee arrangements. Effective December 5, 2011, The Bank of New York Mellon serves as the Fund's Custodian in accordance with certain fee arrangements. Prior to December 5, 2011, BNY Mellon Investment Servicing Trust Company (formerly known as PFPC Trust Company) served as the Fund's Custodian in accordance with certain fee arrangements. Each Trustee who is not an officer or employee of First Trust, any sub-advisor, or any of their affiliates ("Independent Trustees") is paid an annual retainer of $10,000 per trust for the first 14 trusts of the First Trust Fund Complex and an annual retainer of $7,500 per trust for each subsequent trust in the First Trust Fund Complex. The annual retainer is allocated equally among each of the trusts. No additional meeting fees are paid in connection with Board or Committee meetings. Additionally, the Lead Independent Trustee is paid $10,000 annually, the Chairman of the Audit Committee is paid $5,000 annually, and each of the Chairmen of the Nominating and Governance Committee and Valuation Committee are paid $2,500 annually to serve in such capacities, with such compensation paid by the trusts in the First Trust Fund Complex and equally allocated among those trusts. Trustees are also reimbursed by the trusts in the First Trust Fund Complex for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and each Committee chairman will serve two-year terms before rotating to serve as chairman of another committee or as Lead Independent Trustee. The officers and "Interested" Trustee receive no compensation from the trusts for serving in such capacities. 4. PURCHASES AND SALES OF SECURITIES Cost of purchases and proceeds from sales of investment securities, excluding short-term investments, for the year ended December 31, 2011 were $60,727,208 and $63,088,026, respectively. 5. BORROWINGS The Fund has entered into a credit agreement with The Bank of Nova Scotia, which provides for a revolving credit facility to be used as leverage for the Fund. The revolving credit facility provides for a secured line of credit for the Fund where Fund assets are pledged against advances made to the Fund. Under the requirements of the 1940 Act, the Fund, immediately after any such borrowings, must have an "asset coverage" of at least 300% (33-1/3% of the Fund's total assets after borrowings). The total commitment under the facility is up to $12,000,000. As of December 31, 2011, the Fund had one loan outstanding under the revolving credit facility totaling $5,800,000. For the year ended December 31, 2011, the average amount outstanding was $5,800,000. The high and low annual interest rates during the year ended December 31, 2011 were 1.36% and 1.19%, respectively, and the weighted average interest rate was 1.31%. The interest rate at December 31, 2011 was 1.24%. The Fund pays a commitment fee of 0.15% (or 0.30% if loan balance drops below 40% of total commitment) per year, which is included in "Interest and fees on loan" on the Statement of Operations. 6. INDEMNIFICATION The Fund has a variety of indemnification obligations under contracts with its service providers. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 7. RISK CONSIDERATIONS Risks are inherent in all investing. The following summarizes some, but not all, of the risks that should be considered for the Fund. For additional information about the risks associated with investing in the Fund, please see the Fund's prospectus and statement of additional information, as well as other Fund regulatory filings. INVESTMENT AND MARKET RISK: An investment in the Fund's Common Shares is subject to investment risk, including the possible loss of the entire principal invested. An investment in Common Shares represents an indirect investment in the securities owned by the Fund, which include a global bond and equity portfolio of investment grade and below-investment grade government and corporate debt securities. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Common Shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of Fund dividends and distributions. Page 25 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 Security prices can fluctuate for several reasons including the general condition of the bond market, or when political or economic events affecting the issuers occur. When the Advisor or Sub-Advisor determines that it is temporarily unable to follow the Fund's investment strategy or that it is impractical to do so (such as when a market disruption event has occurred and trading in the securities is extremely limited or absent), the Fund may take temporary defensive positions. NON-INVESTMENT GRADE SECURITIES RISK: The Fund may invest up to 80% of its Managed Assets in non-investment grade securities. Non-investment grade securities are rated below "Baa3" by Moody's Investors Service, Inc., below "BBB-" by Standard & Poor's, or comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the Sub-Advisor to be of comparable credit quality. Non-investment grade debt instruments are commonly referred to as "high-yield" or "junk" bonds and are considered speculative with respect to the issuer's capacity to pay interest and repay principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for high-yield securities tend to be very volatile, and these securities are less liquid than investment grade debt securities. EMERGING MARKETS RISK: Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in equity or fixed-income securities of issuers located in countries considered to be emerging markets. Investments in such securities are considered speculative. In addition to the general risks of investing in non-U.S. securities, heightened risks of investing in emerging markets securities include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. The risks associated with investing in emerging market securities also include: greater political uncertainties, dependence on international trade or development assistance, overburdened infrastructures and environmental problems. FIXED-INCOME SECURITIES RISK: Debt securities, including high-yield securities, are subject to certain risks, including: (i) issuer risk, which is the risk that the value of fixed-income securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services or; (ii) reinvestment risk, which is the risk that income from the Fund's portfolio will decline if the Fund invests the proceeds from matured, traded or called bonds at market interest rates that are below the Fund portfolio's current earnings rate; (iii) prepayment risk, which is the risk that during periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the reinvestment in lower yielding securities; and (iv) credit risk, which is the risk that a security in the Fund's portfolio will decline in price or the issuer fails to make interest payments when due because the issuer of the security experiences a decline in its financial status. INTEREST RATE RISK: The Fund's portfolio is also subject to interest rate risk. Interest rate risk is the risk that fixed-income securities will decline in value because of changes in market interest rates. Investments in debt securities with long-term maturities may experience significant price declines if long-term interest rates increase. NON-U.S. ISSUER RISK: Investments in the securities and instruments of non-U.S. issuers involve certain considerations and risks not ordinarily associated with investments in securities and instruments of U.S. issuers. Non-U.S. companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. Non-U.S. securities exchanges, brokers and listed companies may be subject to less government supervision and regulation than exists in the United States. Dividend and interest income may be subject to withholding and other non-U.S. taxes, which may adversely affect the net return on such investments. There may be difficulty in obtaining or enforcing a court judgment abroad. Non-U.S. investments may also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible seizure or nationalization of non-U.S. holdings, the possible establishment of exchange controls or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely affect an investment in non-U.S. securities. EUROPE RISK: The Fund invests in securities issued by companies operating in Europe. The Fund is therefore subject to certain risks associated specifically with Europe. A significant number of countries in Europe are member states in the European Union (the "EU"), and the member states no longer control their own monetary policies by directing independent interest rates for their currencies. In these member states, the authority to direct monetary policies, including money supply and official interest rates for the Euro, is exercised by the European Central Bank. In addition, the continued implementation of the EU provisions and recent rapid political and social change throughout Europe make the extent and nature of future economic development in the region and their effect on securities issued by European companies impossible to predict. The European sovereign debt crisis has resulted in a weakened Euro and has put into question the future financial prospects of the European region as a whole. CURRENCY RISK: The value of securities denominated or quoted in foreign currencies may be adversely affected by fluctuations in the relative currency exchange rates and by exchange control regulations. The Fund's investment performance may be negatively affected by a devaluation of a currency in which the Fund's investments are denominated or quoted. Further, the Fund's investment Page 26 -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities denominated or quoted in another currency will increase or decrease in response to changes in the value of such currency in relation to the U.S. dollar. While certain of the Fund's non-U.S. dollar-denominated securities may be hedged into U.S. dollars, hedging may not alleviate all currency risks. LEVERAGE RISK: The use of leverage results in additional risks and can magnify the effect of any losses. The funds borrowed pursuant to a leverage borrowing program constitute a substantial lien and burden by reason of their prior claim against the income of the Fund and against the net assets of the Fund in liquidation. The rights of lenders to receive payments of interest on and repayments of principal on any borrowings made by the Fund under a leverage borrowing program are senior to the rights of holders of Common Shares with respect to payment of dividends or upon liquidation. If the Fund is not in compliance with certain credit facility provisions, the Fund may not be permitted to declare dividends or other distributions, including dividends and distributions with respect to Common Shares or purchase Common Shares. GOVERNMENT SECURITIES RISK: The ability of a government issuer, especially in an emerging market country, to make timely and complete payments on its debt obligations will be strongly influenced by the government issuer's balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than U.S. dollars, its ability to make debt payments denominated in U.S. dollars could be adversely affected. If a government issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. There are no bankruptcy proceedings similar to those in the United States by which defaulted government debt may be collected. Additional factors that may influence a government issuer's ability or willingness to service debt include, but are not limited to, a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and the issuer's policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international agencies to which a government debtor may be subject. NON-U.S. GOVERNMENT SECURITIES RISK: Economies and social and political climates in individual countries may differ unfavorably from the United States. Non-U.S. economies may have less favorable rates of growth of gross domestic product, rates of inflation, currency valuation, capital reinvestment, resource self-sufficiency and balance of payments positions. Many countries have experienced extremely high rates of inflation for many years. Unanticipated economic, political and social developments may also affect the values of the Fund's investments and limit the availability of additional investments in such countries. Furthermore, such developments may significantly disrupt the financial markets or interfere with the Fund's ability to enforce its rights against non-U.S. government issuers. Investments in debt instruments of issuers located in emerging market countries are considered speculative. Heightened risks of investing in emerging markets government debt include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. 8. SUBSEQUENT EVENTS Management has evaluated the impact of all subsequent events to the Fund through the date the financial statements were issued, and has determined that there were the following subsequent events: Effective January 1, 2012, each Independent Trustee will be paid a fixed annual retainer of $125,000 per year and an annual per fund fee of $4,000 for each closed-end fund or other actively managed fund and $1,000 for each index fund in the First Trust Fund Complex. The fixed annual retainer will be allocated pro rata among each fund in the First Trust Fund Complex based on net assets. Additionally, the Lead Independent Trustee will be paid $15,000 annually, the Chairman of the Audit Committee will be paid $10,000 annually, and each of the Chairmen of the Nominating and Governance Committee and the Valuation Committee will be paid $5,000 annually to serve in such capacities, with such compensation allocated pro rata among each fund in the First Trust Fund Complex based on net assets. Trustees continue to be reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent Trustee and each Committee chairman will serve two-year terms before rotating to serve as chairman of another committee or as Lead Independent Trustee. The officers and "Interested" Trustee continue to receive no compensation from the Fund for acting in such capacities. Effective January 23, 2012, James A. Bowen resigned from his position as the President and Chief Executive Officer of the Fund. He will continue as a Trustee, the Chairman of the Board and a member of the Executive Committee. The Board elected Mark R. Bradley to serve as the President and Chief Executive Officer and James M. Dykas to serve as the Treasurer, Chief Financial Officer and Chief Accounting Officer of the Fund. Page 27 -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND: We have audited the accompanying statement of assets and liabilities of First Trust/Aberdeen Emerging Opportunity Fund (the "Fund"), including the portfolio of investments, as of December 31, 2011, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the Fund's custodian and brokers; where replies were not received we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of First Trust/Aberdeen Emerging Opportunity Fund as of December 31, 2011, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP Chicago, Illinois February 21, 2012 Page 28 -------------------------------------------------------------------------------- ADDITIONAL INFORMATION -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 (UNAUDITED) DIVIDEND REINVESTMENT PLAN If your Common Shares are registered directly with the Fund or if you hold your Common Shares with a brokerage firm that participates in the Fund's Dividend Reinvestment Plan (the "Plan"), unless you elect, by written notice to the Fund, to receive cash distributions, all dividends, including any capital gain distributions, on your Common Shares will be automatically reinvested by BNY Mellon Investment Servicing (US) Inc. (the "Plan Agent"), in additional Common Shares under the Plan. If you elect to receive cash distributions, you will receive all distributions in cash paid by check mailed directly to you by the Plan Agent, as the dividend paying agent. If you decide to participate in the Plan, the number of Common Shares you will receive will be determined as follows: (1) If Common Shares are trading at or above net asset value ("NAV") at the time of valuation, the Fund will issue new shares at a price equal to the greater of (i) NAV per Common Share on that date or (ii) 95% of the market price on that date. (2) If Common Shares are trading below NAV at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants' accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments. You may elect to opt-out of or withdraw from the Plan at any time by giving written notice to the Plan Agent, or by telephone at (866) 340-1104, in accordance with such reasonable requirements as the Plan Agent and the Fund may agree upon. If you withdraw or the Plan is terminated, you will receive a certificate for each whole share in your account under the Plan, and you will receive a cash payment for any fraction of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions. The Plan Agent maintains all Common Shareholders' accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. The Plan Agent will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with proxies returned to the Fund. Any proxy you receive will include all Common Shares you have received under the Plan. There is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Capital gains and income are realized although cash is not received by you. Consult your financial advisor for more information. If you hold your Common Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. The Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan may be obtained by writing BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809. -------------------------------------------------------------------------------- PROXY VOTING POLICIES AND PROCEDURES A description of the policies and procedures that the Fund uses to determine how to vote proxies and information on how the Fund voted proxies relating to portfolio investments during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling (800) 988-5891; (2) on the Fund's website located at http://www.ftportfolios.com; and (3) on the Securities and Exchange Commission's ("SEC") website located at http://www.sec.gov. Page 29 -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 (UNAUDITED) PORTFOLIO HOLDINGS The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available (1) by calling (800) 988-5891; (2) on the Fund's website located at http://www.ftportfolios.com; (3) on the SEC's website at http://www.sec.gov; and (4) for review and copying at the SEC's Public Reference Room ("PRR") in Washington, DC. Information regarding the operation of the PRR may be obtained by calling (800) SEC-0330. TAX INFORMATION The Fund hereby designates as qualified dividend income 17.4% of its ordinary income distributions (including short-term capital gains, if applicable) for the year ended December 31, 2011. None of the ordinary income (including short-term capital gain, if applicable) distributions made by the Fund during the year ended December 31, 2011, qualify for corporate dividends received deduction available to corporate shareholders. The Fund meets the requirements of Section 853 of the Code, and elects to pass through to its shareholders credit for foreign taxes paid. The total amount of income received by the Fund from sources within foreign countries and possessions of the United States is $6,412,406 (representing a total of $1.20 per share). The total amount of taxes paid to such countries is $135,240 (representing a total of $0.03 per share). For the year ended December 31, 2011, the amount of long-term capital gain distributions designated by the Fund was $3,120,333 which is taxable at a maximum rate of 15% for federal income tax purposes. NYSE CERTIFICATION INFORMATION In accordance with Section 303A-12 of the New York Stock Exchange ("NYSE") Listed Company Manual, the Fund's President has certified to the NYSE that, as of May 31, 2011, he was not aware of any violation by the Fund of NYSE corporate governance listing standards. In addition, the Fund's reports to the SEC on Forms N-CSR, N-CSRS and N-Q contain certifications by the Fund's principal executive officer and principal financial officer that relate to the Fund's public disclosure in such reports and are required by Rule 30a-2 under the 1940 Act. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS The Joint Annual Meeting of Shareholders of the Common Shares of Energy Income and Growth Fund, First Trust Enhanced Equity Income Fund, First Trust/Aberdeen Global Opportunity Income Fund, First Trust Mortgage Income Fund, First Trust Strategic High Income Fund, First Trust Strategic High Income Fund II, First Trust/Aberdeen Emerging Opportunity Fund, First Trust Strategic High Income Fund III, First Trust Specialty Finance and Financial Opportunities Fund, First Trust Active Dividend Income Fund and First Trust High Income Long/Short Fund was held on April 18, 2011. At the Meeting, Robert F. Keith was elected by the Common Shareholders of the First Trust/Aberdeen Emerging Opportunity Fund as a Class I Trustee for a three-year term expiring at the Fund's annual meeting of shareholders in 2014. The number of votes cast in favor of Mr. Keith was 5,079,386, the number of votes against was 77,018 and the number of abstentions was 171,381. James A. Bowen, Niel B. Nielson, Richard E. Erickson and Thomas R. Kadlec are the other current and continuing Trustees. Page 30 -------------------------------------------------------------------------------- BOARD OF TRUSTEES AND OFFICERS -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 (UNAUDITED) NUMBER OF PORTFOLIOS IN THE FIRST TRUST OTHER NAME, ADDRESS, TERM OF OFFICE FUND COMPLEX TRUSTEESHIPS OR DATE OF BIRTH AND AND LENGTH OF PRINCIPAL OCCUPATIONS OVERSEEN BY DIRECTORSHIPS POSITION WITH THE FUND SERVICE (2) DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES ------------------------------------------------------------------------------------------------------------------------------------ Richard E. Erickson, Trustee o Three-Year Term Physician; President, Wheaton Orthopedics; 82 None c/o First Trust Advisors L.P. Co-Owner and Co-Director (January 1996 120 East Liberty Drive, o Since Fund to May 2007), Sports Med Center for Suite 400 Inception Fitness; Limited Partner, Gundersen Real Wheaton, IL 60187 Estate Limited Partnership; Member, D.O.B.: 04/51 Sportsmed LLC Thomas R. Kadlec, Trustee o Three-Year Term President (March 2010 to Present), Senior 82 Director of ADM c/o First Trust Advisors L.P. Vice President and Chief Financial Officer Investor Services, 120 East Liberty Drive, o Since Fund (May 2007 to March 2010), Vice President Inc. and ADM Suite 400 Inception and Chief Financial Officer (1990 to May Investor Services Wheaton, IL 60187 2007), ADM Investor Services, Inc. (Futures International D.O.B.: 11/57 Commission Merchant) Robert F. Keith, Trustee o Three-Year Term President (2003 to Present), Hibs 82 Director of c/o First Trust Advisors L.P. Enterprises (Financial and Management Trust Company 120 East Liberty Drive, o Since Fund Consulting) of Illinois Suite 400 Inception Wheaton, IL 60187 D.O.B.: 11/56 Niel B. Nielson, Trustee o Three-Year Term President (June 2002 to Present), Covenant 82 Director of c/o First Trust Advisors L.P. College Covenant 120 East Liberty Drive, o Since Fund Transport Inc. Suite 400 Inception Wheaton, IL 60187 D.O.B.: 03/54 ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE ------------------------------------------------------------------------------------------------------------------------------------ James A. Bowen, Trustee, President, o Three-Year Chief Executive Officer (December 2010 82 None Chairman of the Board and CEO(1) Trustee Term to Present), President (until December 120 East Liberty Drive, and Indefinite 2010), First Trust Advisors L.P. and First Suite 400 Officer Term Trust Portfolios L.P.; Chairman of the Wheaton, IL 60187 Board of Directors, BondWave LLC D.O.B.: 09/55 o Since Fund (Software Development Company/ Inception Investment Advisor) and Stonebridge Advisors LLC (Investment Advisor) ------------------------ (1) Mr. Bowen is deemed an "interested person" of the Fund due to his position as Chief Executive Officer of First Trust Advisors L.P., investment advisor of the Fund. (2) Currently, Robert F. Keith, as a Class I Trustee, is serving as a trustee until the Fund's 2014 annual meeting of shareholders. Richard E. Erickson and Thomas R. Kadlec, as Class II Trustees, are serving as trustees until the Fund's 2012 annual meeting of shareholders. James A. Bowen and Niel B. Nielson, as Class III Trustees, are serving as trustees until the Fund's 2013 annual meeting of shareholders. Officers of the Fund have an indefinite term. The term "officer" means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function. Page 31 -------------------------------------------------------------------------------- BOARD OF TRUSTEES AND OFFICERS - (CONTINUED) -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 (UNAUDITED) NAME, ADDRESS POSITION AND OFFICES TERM OF OFFICE AND PRINCIPAL OCCUPATIONS AND DATE OF BIRTH WITH FUND LENGTH OF SERVICE DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS WHO ARE NOT TRUSTEES(3) ------------------------------------------------------------------------------------------------------------------------------------ Mark R. Bradley Treasurer, Chief Financial o Indefinite Term Chief Operating Officer (December 2010 to Present) 120 E. Liberty Drive, Officer and Chief and Chief Financial Officer, First Trust Advisors Suite 400 Accounting Officer o Since Fund Inception L.P. and First Trust Portfolios L.P.; Chief Financial Wheaton, IL 60187 Officer, BondWave LLC (Software Development D.O.B.: 11/57 Company/Investment Advisor) and Stonebridge Advisors LLC (Investment Advisor) Erin E. Chapman Assistant Secretary o Indefinite Term Assistant General Counsel (October 2007 to 120 E. Liberty Drive, Present), Associate Counsel (March 2006 to October Suite 400 o Since June 2009 2007), First Trust Advisors L.P. and First Trust Wheaton, IL 60187 Portfolios L.P.; Associate Attorney (November 2003 D.O.B.: 08/76 to March 2006), Doyle & Bolotin, Ltd. James M. Dykas Assistant Treasurer o Indefinite Term Controller (January 2011 to Present), Senior Vice 120 E. Liberty Drive, President (April 2007 to January 2011), Vice Suite 400 o Since Fund Inception President (January 2005 to April 2007), First Trust Wheaton, IL 60187 Advisors L.P. and First Trust Portfolios L.P. D.O.B.: 01/66 Roseanne Gatta Assistant Secretary o Indefinite Term Board Liaison Associate (July 2010 to Present), First 120 E. Liberty Drive, Trust Advisors L.P. and First Trust Portfolios L.P.; Suite 400 o Since March 2011 Assistant Vice President (February 2001 to July Wheaton, IL 60187 2010), PNC Global Investment Services D.O.B.: 07/55 Christopher R. Fallow Assistant Vice President o Indefinite Term Assistant Vice President (August 2006 to Present), 120 E. Liberty Drive, Associate (January 2005 to August 2006), First Trust Suite 400 o Since Fund Inception Advisors L.P. and First Trust Portfolios L.P. Wheaton, IL 60187 D.O.B.: 04/79 W. Scott Jardine Secretary o Indefinite Term General Counsel, First Trust Advisors L.P., First 120 E. Liberty Drive, Trust Portfolios L.P. and BondWave LLC Suite 400 o Since Fund Inception (Software Development Company/Investment Wheaton, IL 60187 Advisor); Secretary of Stonebridge Advisors LLC D.O.B.: 05/60 (Investment Advisor) Daniel J. Lindquist Vice President o Indefinite Term Senior Vice President (September 2005 to 120 E. Liberty Drive, Present), First Trust Advisors L.P. and First Trust Suite 400 o Since Fund Inception Portfolios L.P. Wheaton, IL 60187 D.O.B.: 02/70 Coleen D. Lynch Assistant Vice President o Indefinite Term Assistant Vice President (January 2008 to Present), 120 E. Liberty Drive, First Trust Advisors L.P. and First Trust Portfolios Suite 400 o Since July 2008 L.P.; Vice President (May 1998 to January 2008), Wheaton, IL 60187 Van Kampen Asset Management and Morgan D.O.B.: 07/58 Stanley Investment Management Kristi A. Maher Assistant Secretary and o Indefinite Term Deputy General Counsel (May 2007 to Present), 120 E. Liberty Drive, Chief Compliance Officer o Assistant Secretary Assistant General Counsel (March 2004 to May Suite 400 since Fund Inception 2007), First Trust Advisors L.P. and First Trust Wheaton, IL 60187 o Chief Compliance Portfolios L.P. D.O.B.: 12/66 Officer since January 2011 ------------------------ (3) The term "officer" means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function. Page 32 -------------------------------------------------------------------------------- PRIVACY POLICY -------------------------------------------------------------------------------- FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND DECEMBER 31, 2011 (UNAUDITED) PRIVACY POLICY The open-end and closed-end funds advised by First Trust Advisors L.P. (each a "Fund") value our relationship with you and consider your privacy an important priority in maintaining that relationship. We are committed to protecting the security and confidentiality of your personal information. SOURCES OF INFORMATION We collect nonpublic personal information about you from the following sources: o Information we receive from you and your broker-dealer, investment advisor or financial representative through interviews, applications, agreements or other forms; o Information about your transactions with us, our affiliates or others; o Information we receive from your inquiries by mail, e-mail or telephone; and o Information we collect on our website through the use of "cookies". For example, we may identify the pages on our website that your browser requests or visits. INFORMATION COLLECTED The type of data we collect may include your name, address, social security number, age, financial status, assets, income, tax information, retirement and estate plan information, transaction history, account balance, payment history, investment objectives, marital status, family relationships and other personal information. DISCLOSURE OF INFORMATION We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. In addition to using this information to verify your identity (as required under law), the permitted uses may also include the disclosure of such information to unaffiliated companies for the following reasons: o In order to provide you with products and services and to effect transactions that you request or authorize, we may disclose your personal information as described above to unaffiliated financial service providers and other companies that perform administrative or other services on our behalf, such as transfer agents, custodians and trustees, or that assist us in the distribution of investor materials such as trustees, banks, financial representatives, proxy services, solicitors and printers. o We may release information we have about you if you direct us to do so, if we are compelled by law to do so, or in other legally limited circumstances (for example to protect your account from fraud). In addition, in order to alert you to our other financial products and services, we may share your personal information with affiliates of the Fund. PRIVACY ONLINE We allow third-party companies, including AddThis, to collect certain anonymous information when you visit our website. These companies may use non-personally identifiable information during your visits to this and other websites in order to provide advertisements about goods and services likely to be of greater interest to you. These companies typically use a cookie, third party web beacon or pixel tags, to collect this information. To learn more about this behavioral advertising practice, you can visit www.networkadvertising.org. CONFIDENTIALITY AND SECURITY With regard to our internal security procedures, we restrict access to your nonpublic personal information to those individuals who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards to protect your nonpublic personal information. POLICY UPDATES AND INQUIRIES As required by federal law, we will notify you of our privacy policy annually. We reserve the right to modify this policy at any time, however, if we do change it, we will tell you promptly. For questions about our policy, or for additional copies of this notice, please go to www.ftportfolios.com, or contact us at 1-800-621-1675 (First Trust Portfolios) or 1-800-222-6822 (First Trust Advisors). Page 33 This Page Left Blank Intentionally. This Page Left Blank Intentionally. This Page Left Blank Intentionally. FIRST TRUST INVESTMENT ADVISOR First Trust Advisors L.P. 120 E. Liberty Drive, Suite 400 Wheaton, IL 60187 INVESTMENT SUB-ADVISOR Aberdeen Asset Management Inc. 1735 Market Street, 32nd Floor Philadelphia, PA 19103 ADMINISTRATOR, FUND ACCOUNTANT & TRANSFER AGENT BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, DE 19809 CUSTODIAN The Bank of New York Mellon 1 Wall Street New York, NY 10286 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP 111 S. Wacker Drive Chicago, IL 60606 LEGAL COUNSEL Chapman and Cutler LLP 111 W. Monroe Street Chicago, IL 60603 [BLANK BACK COVER] ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. (e) Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. As of the end of the period covered by the report, the registrant's board of trustees has determined that Thomas R. Kadlec and Robert F. Keith are qualified to serve as audit committee financial experts serving on its audit committee and that each of them is "independent," as defined by Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees (Registrant) -- The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $52,000 for 2010 and $49,000 for 2011. (b) Audit-Related Fees (Registrant) -- The aggregate fees billed in each of the last two fiscal years, for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for 2010 and $0 for 2011. Audit-Related Fees (Investment Adviser) -- The aggregate fees billed in each of the last two fiscal years of the registrant for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for 2010 and $0 for 2011. (c) Tax Fees (Registrant) -- The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning to the registrant were $6,990.18 for 2010 and $6,570 for 2011. These fees were for tax preparation. Tax Fees (Investment Adviser) -- The aggregate fees billed in each of the last two fiscal years of the registrant for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning to the registrant's adviser were $0 for 2010 and $0 for 2011. (d) All Other Fees (Registrant) -- The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for 2010 and $0 for 2011. All Other Fees (Investment Adviser) -- The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant's investment adviser, other than services reported in paragraphs (a) through (c) of this Item were $0 for 2010 and $0 for 2011. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Pursuant to its charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee (the "Committee") is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for the registrant by its independent auditors. The Chairman of the Committee is authorized to give such pre-approvals on behalf of the Committee up to $25,000 and report any such pre-approval to the full Committee. The Committee is also responsible for the pre-approval of the independent auditor's engagements for non-audit services with the registrant's adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditor has provided non-audit services to the registrant's adviser (other than any sub-adviser whose role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to its policies, the Committee will consider whether the provision of such non-audit services is compatible with the auditor's independence. (e)(2) The percentage of services described in each of paragraphs (b) through (d) for the registrant and the registrant's investment adviser of this Item that were approved by the audit committee pursuant to the pre-approval exceptions included in paragraph (c)(7)(i)(c) or paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X are as follows: (b) 0% (c) 0% (d) 0% (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for 2010 were $6,990.18 and $6,000 for the Registrant and the Registrant's investment adviser, respectively, and for 2011 were $6,570 and $6,200 for the Registrant and the Registrant's investment adviser, respectively. (h) The Registrant's audit committee of its Board of Trustees determined that the provision of non-audit services that were rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. (a) The registrant has a separately designated audit committee consisting of all the independent trustees of the Registrant. The members of the audit committee are: Thomas R. Kadlec, Niel B. Nielson, Richard E. Erickson and Robert F. Keith. ITEM 6. INVESTMENTS. (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The Proxy Voting Policies are attached herewith. ABERDEEN U.S. REGISTERED ADVISERS PROXY VOTING POLICIES AND PROCEDURES AS OF FEBRUARY 8, 2010 The following are proxy voting policies and procedures ("Policies and Procedures") adopted by affiliated investment advisers registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended ("Advisers Act"), that are subsidiaries of Aberdeen Asset Management PLC ("AAM"); including, specifically, Aberdeen Asset Management Inc., a Delaware Corporation, ("Aberdeen US"), Aberdeen Asset Management Asia Limited, a Singapore Corporation ("Aberdeen Singapore"), Aberdeen Asset Management Limited, an Australian Corporation ("Aberdeen AU"), and Aberdeen Asset Management Investment Services Limited, a UK Corporation ("AAMISL"), (collectively referred to herein as "Aberdeen Advisers" and each an "Aberdeen Adviser") (collectively with AAM, "Aberdeen"). These Policies and Procedures address proxy voting considerations under U.S. law and regulation and under Canadian securities laws. These Policies and Procedures do not address the laws or requirements of other jurisdictions. Each of the Aberdeen Advisers provides advisory resources to certain U.S. clients, including substantive advice on voting proxies for certain equity securities. These Policies and Procedures are adopted to ensure compliance by the Aberdeen Advisers with Rule 206(4)-6 under the Advisers Act and other applicable fiduciary obligations under rules and regulations of the SEC and interpretations of its staff with respect to proxies for voting securities held by client portfolios. Clients may consist of investment companies registered under the Investment Company Act of 1940, as amended ("1940 Act") ("Funds" and each a "Fund"), and other U.S. residents as well as non-U.S. registered funds or clients. Each Aberdeen Adviser follows these Policies and Procedures for each of its respective U.S. clients as required under the Advisers Act and other applicable law, unless expressly directed by a client in writing to refrain from voting that client IS proxies or to vote in accordance with the client's proxy voting policies and procedures. Aberdeen Advisers who advise or subadvise the Funds follow both these Policies and Procedures and the proxy voting policies and procedures adopted by the Funds and their respective Boards of Directors or Trustees. Aberdeen Advisers located outside the U.S. may provide proxy voting services to their non-U.S. based clients in accordance with the jurisdiction in which the client is located. Aberdeen US, Aberdeen Singapore and Aberdeen AU will provide proxy voting services to Canadian investment funds in accordance with National Instrument 81-106 - Investment Fund Continuous Disclosure. I. DEFINITIONS A. "Best interest of clients". Clients' best economic interests over the long term that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform. B. "Material conflict of interest". Circumstances when an Aberdeen Adviser or any member of senior management, portfolio manager or portfolio analyst knowingly does business with a particular proxy issuer or closely affiliated entity, which may appear to create a material conflict between the interests of the Aberdeen Adviser and the interests of its clients in how proxies of that issuer are voted. A material conflict of interest might also exist in unusual circumstances when Aberdeen has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and an affiliate of an Aberdeen Adviser. II. GENERAL VOTING POLICIES A. Client's Best Interest. These Policies and Procedures are designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients. Proxies are voted with the aim of furthering the best economic interests of clients, promoting high levels of corporate governance and adequate disclosure of company policies, activities and returns, including fair and equal treatment of stockholders. B. Shareholder Activism. Aberdeen Advisers seek to develop relationships with the management of portfolio companies to encourage transparency and improvements in the treatment of employees, owners and stakeholders. Thus, Aberdeen Advisers may engage in dialogue with the management of portfolio companies with respect to pending proxy voting issues. C. Case-by-Case Basis. These Policies and Procedures are guidelines. Each vote is ultimately cast on a case-by-case basis, taking into consideration the contractual obligations under the advisory agreement or comparable document, and all other relevant facts and circumstances at the time of the vote. Aberdeen Advisers may cast proxy votes in favor of management proposals or seek to change the views of management, considering specific issues as they arise on their merits. Aberdeen Advisers may also join with other investment managers in seeking to submit a shareholder proposal to a company or to oppose a proposal submitted by the company. Such action may be based on fundamental, social, environmental or human rights grounds. D. Individualized. These Policies and Procedures are tailored to suit Aberdeen's advisory business and the types of securities portfolios Aberdeen Advisers manage. To the extent that clients (e.g., investment companies, corporations, pension plans) have adopted their own procedures, Aberdeen Advisers may vote the same securities differently depending upon clients' directions. E. Material Conflicts of Interest. Material conflicts are resolved in the best interest of clients. When a material conflict of interest between an Aberdeen Adviser and its respective client(s) is identified, the Aberdeen Adviser will choose among the procedures set forth in Section IV.B.2. below to resolve such conflict. F. Limitations. The circumstances under which Aberdeen may take a limited role in voting proxies, include the following: 1. No Responsibility. Aberdeen Advisers will not vote proxies for client accounts in which the client contract specifies that Aberdeen will not vote. Under such circumstances, the clients' custodians are instructed to mail proxy material directly to such clients or the clients' designees. 2. Limited Value. An Aberdeen Adviser may abstain from voting a client proxy if the Aberdeen Adviser determines that the effect on shareholders' economic interests or the value of the portfolio holding is indeterminable or insignificant. Aberdeen Advisers may also abstain from voting the proxies of portfolio companies held in their passively managed funds. Proxies with respect to securities that have been sold before the date of the shareholders meeting and are no longer held by a client generally will not be voted. 3. Unjustifiable Costs. An Aberdeen Adviser may abstain from voting a client proxy for cost reasons (e.g., non-U.S. securities). 4. Securities Lending Arrangements. If voting securities are part of a securities lending program, Aberdeen may be unable to vote while the securities are on loan. 5. Share Blocking. Certain jurisdictions may impose share blocking restrictions at various times which may prevent Aberdeen from exercising its voting authority. 6. Special Considerations. Aberdeen's responsibilities for voting proxies are determined generally by its obligations under each advisory contract or similar document. If a client requests in writing that an Aberdeen Adviser vote its proxy in a manner inconsistent with these Policies and Procedures, the Aberdeen Adviser may follow the client's direction or may request that the client vote the proxy directly. G. Sources of Information. The Aberdeen Advisers may conduct research internally and/or use the resources of an independent research consultant. The Aberdeen Advisers may consider legislative materials, studies of corporate governance and other proxy voting issues, and/or analyses of shareholder and management proposals by a certain sector of companies, e.g., Fortune 500 companies. H. Subadvisers. To the extent that an Aberdeen Adviser may rely on subadvisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Aberdeen Adviser may delegate responsibility for voting proxies to the subadviser. However, such subadvisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Aberdeen Advisers' clients. I. Availability of Policies and Procedures. Aberdeen Advisers will provide clients with a copy of these Policies and Procedures, as revised from time to time, upon request. J. Disclosure of Vote. As disclosed in Part II of each Aberdeen Adviser's Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Aberdeen Adviser. Aberdeen Advisers do not generally disclose client proxy votes to third parties, other than as required for Funds, unless specifically requested, in writing, by the client. III. SPECIFIC VOTING POLICIES A. General Philosophy. o Support existing management on votes on the financial statements of a company and the election of the Board of Directors; o Vote for the acceptance of the accounts unless there are grounds to suspect that either the accounts as presented or audit procedures used, do not present an accurate picture of company results; and o Support routine issues such as the appointment of independent auditors, allocation of income and the declaration of stock (scrip) dividend proposals provided there is a cash alternative. B. Anti-takeover Measures. Aberdeen Advisers vote on anti-takeover measures on a case-by-case basis taking into consideration such factors as the long-term financial performance of the target company relative to its industry competition. Key measures of performance will include the growth rates for sales, operating income, net income and total shareholder returns. Other factors which will be considered include margin analysis, cash flow and debt levels. C. Proxy Contests for Control. Aberdeen Advisers vote on proxy contests for control on a case-bycase basis taking into consideration such factors as long-term financial performance of the target company relative to its industry, management's track record, background to the proxy contest, qualifications of director nominees, evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and stock ownership positions. D. Contested Elections. Aberdeen Advisers vote on contested elections on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. Aberdeen Advisers also consider the independence of board and key committee members and the corporate governance practices of the company. E. Executive compensation proposals. Aberdeen Advisers consider such proposals on a case-by-case basis taking into consideration such factors as executive pay and spending perquisites, particularly in conjunction with sub-par performance and employee layoffs. F. Shareholder Proposals. Aberdeen Advisers consider such proposals on a case-by-case basis. Aberdeen Advisers support those proposals which will improve the company's corporate governance or business profile at a reasonable cost, but may oppose proposals which result in significant cost being incurred with little or no benefit to the company or its shareholders. IV. PROXY VOTING PROCEDURES This section applies to each Aberdeen Adviser except to the extent that certain procedures are identified as applicable only to a specific Aberdeen Adviser. A. Obtain Proxy. Registered owners of record, e.g., trustees or custodian banks, that receive proxy materials from the issuer or its information agent, are instructed to sign physical proxy cards in blank and forward directly to the Global Voting Team based in Scotland ("PA-UK"). Proxies may also be delivered electronically by custodians using proxy services such as ProxyEdge and Institutional Shareholder Services ("ISS"). Each proxy received is matched to the securities to be voted. B. Material Conflicts of Interest. 1. Identify the existence of any material conflicts of interest relating to the securities to be voted or the issue at hand. Portfolio managers and research analysts ("Analysts") and senior management of each Aberdeen Adviser have an affirmative duty to disclose any personal conflicts such as officer or director positions held by them, their spouses or close relatives in the portfolio company or attempts by the portfolio company to exert influence over such person with respect to their vote. Conflicts based on business relationships or dealings of affiliates of any Aberdeen Adviser will only be considered to the extent that the Aberdeen Adviser has actual knowledge of such business relationships. 2. When a material conflict of interest between an Aberdeen Adviser's interests and its clients' interests appears to exist, the Aberdeen Adviser may choose among the following options to eliminate such conflict: (1) vote in accordance with these Policies and Procedures if it involves little or no discretion; (2) vote as recommended by a third party service if the Aberdeen Adviser utilizes such a service; (3) "echo vote" or "mirror vote" the proxies in the same proportion as the votes of other proxy holders that are not Aberdeen clients; (4) if possible, erect information barriers around the person or persons making voting decisions sufficient to insulate the decision from the conflict; (5) if practical, notify affected clients of the conflict of interest and seek a waiver of the conflict; or (6) if agreed upon in writing with the client, forward the proxies to affected clients allowing them to vote their own proxies. C. Analysts. The proxy administration process is carried out by the PA-UK. The PA-UK ensures that each proxy statement is directed to the appropriate Analyst. If a third party recommendation service has been retained, the PA-UK will forward the proxy statement to the Analyst with the recommendation highlighted. The Analyst will determine whether to vote as recommended by the service provider or to recommend an alternative and shall advise the PA-UK. The Analyst may consult with the PA-UK as necessary. If the Analyst recommends voting against the third party recommendation, he or she is responsible for documenting the reasons for such recommendation and that no conflict of interest influenced such recommendation. If no third party recommendation service is utilized or if no recommendation is provided, the Analyst is responsible for documenting the rationale for his or her vote recommendation. D. Vote. The following describes the breakdown of responsibilities between the PA-UK and the Corporate Governance Group ("CGG") in voting portfolio securities and the extent to which the Aberdeen Advisers rely on third party service providers. The PA-UK is responsible for ensuring that votes for Aberdeen Advisers' clients are cast in a timely fashion and in accordance with these Policies and Procedures. In addition, the PA-UK is primarily responsible for administering proxy votes for the US and Canadian Funds which are advised or sub-advised by the Aberdeen Advisers. Responsibility for considering the substantive issues relating to any vote and for deciding how shares will be voted resides with the relevant Analyst. In the event that a material conflict of interest is identified by an Analyst, decisions on how to vote will be referred to the Corporate Governance Group ("CGG"). The CGG includes the Chief Investment Officer, the head of the Socially Responsible Research, and representatives from portfolio management teams. The CGG meets as needed to consider material conflicts of interest or any other items raising unique issues. If the CGG determines that there is no material conflict of interest, the vote recommendation will be forwarded to the PA-UK. If a material conflict of interest is identified, the CGG will follow the conflict of interest procedures set forth in Section IV.B.2., above. The PA-UK helps facilitate and coordinate proxy voting for U.S. clients of the Aberdeen Advisers. The Aberdeen Advisers have engaged Proxy Edge, a third party service provider, to cast votes electronically for certain clients and to maintain records of such votes electronically. Aberdeen has also engaged ISS, a third party service provider, to provide (I) notification of impending votes; (2) research into non-routine votes, including shareholder resolutions; (3) voting recommendations which may be viewed on-line; and (4) web-based voting. In the absence of any material conflict of interest, the Aberdeen Advisers may either vote in accordance with the ISS recommendation or decline to follow the ISS recommendation based on its own view of the agenda item provided that decisions to vote contrary to the ISS recommendation are documented as set forth in Section IV.C., above. In the event of a material conflict of interest, the Aberdeen Advisers will follow the procedures outlined in Section IV.B.2, above. E. Review. PA-UK are responsible for ensuring that proxy materials are received in a timely manner and reconciled against holdings on the record date of client accounts over which the Aberdeen Adviser has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted. V. DOCUMENTATION, RECORDKEEPING AND REPORTING REQUIREMENTS A. Documentation. Each Adviser's Chief Compliance Officer is responsible for implementing and updating these Policies and Procedures; The PA-UK is responsible for: 1. Overseeing the proxy voting process; 2. Consulting with portfolio managers/analysts for the relevant portfolio security; and 3. Maintaining manual proxy voting records, if any, and overseeing and reviewing voting execution and recordkeeping by third party providers such as ISS and ProxyEdge. B. Record Keeping. 1. Each Aberdeen Adviser maintains or procures the maintenance of records of all proxies it has voted. As permitted by Rule 204-2(c), electronic proxy statements and the record of each vote cast by each client account will be maintained by either ISS or Proxy Edge, depending on the client account. A US Fund's proxy voting record must be filed with the SEC on Form N-PX. Form N-PX must be completed and signed in the manner required, containing a fund's proxy voting record for the most recent twelve-month period ended June 30th (beginning August) I, 2004). If an Aberdeen Adviser delegates this reporting responsibility to a third party service provider such as ISS or Proxy Edge, it will ensure that the third party service provider files Form N-PX accordingly. Aberdeen Advisers shall obtain and maintain undertakings from both ISS and Proxy Edge to provide it with copies of proxy voting records and other documents relating to its clients' votes promptly upon request. Aberdeen Advisers, ISS and Proxy Edge may rely on the SEC's EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (e.g., large U.S.-based issuers). 2. As required by Rule 204-2(c), such records will also include: (a) a copy of the Policies and Procedures; (b) a copy of any document created by the Aberdeen Adviser that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (c) each written client request for proxy voting records and the Aberdeen Adviser's written response to any (written or oral) client request for such records . 3. Duration. Proxy voting books and records will be maintained in an easily accessible place for a period of five years, the first two in an appropriate office of the Aberdeen Adviser. C. Reporting. The Aberdeen Advisers will initially inform clients of these Policies and Procedures by summary disclosure in Part II of their respective Forms ADV. Upon receipt of a client's request for more information, the Aberdeen Advisers will provide to the client a copy of these Policies and Procedures and/or, in accordance with the client's stated requirements, how the client's proxies were voted during the period requested subsequent to the adoption of these Policies and Procedures. Such periodic reports, other than those required for Funds, will not be made available to third parties absent the express written request of the client. However, to the extent that any Aberdeen Adviser may serve as a subadviser to another adviser to a Client, such Aberdeen Adviser will be deemed to be authorized to provide proxy voting records on such Client accounts to such other adviser. For Canadian investment funds, Aberdeen US, Aberdeen AU and Aberdeen Singapore will assist in preparing annual proxy voting records for the period ending June 30 of each year and will post an annual proxy voting record on each Canadian investment fund's website no later than August 31 of each year. Upon receipt of a client or securityholder's request, Aberdeen US, Aberdeen AU or Aberdeen Singapore will make available a copy of these Policies and Procedures and the Canadian investment fund's proxy voting record, without charge, to any client or securityholder upon a request made by the client Or securityholder after August 31. D. Review of Policies and Procedures. These Policies and Procedures will be subject to review on a periodic basis as deemed appropriate by the Aberdeen Advisers. Any questions regarding the Policies and Procedures should be directed to the Compliance Department of the respective Aberdeen Adviser. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. (A)(1) IDENTIFICATION OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS AND DESCRIPTION OF ROLE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS INFORMATION PROVIDED AS OF FEBRUARY 15, 2012 Aberdeen Asset Management Inc. ("Aberdeen" or the "Sub-Advisor"), a Securities and Exchange Commission registered investment advisor, is a wholly-owned subsidiary of Aberdeen Asset Management PLC ("Aberdeen Group") and serves as the investment sub-advisor to the registrant. Aberdeen Group is a publicly-traded international investment management group listed on the London Stock Exchange, managing assets for both institutional and retail clients from offices around the world. Investment decisions for the registrant are made by Aberdeen using a team approach and not by any one individual. By making team decisions, Aberdeen seeks to ensure that the investment process results in consistent returns across all portfolios with similar objectives. Aberdeen does not employ separate research analysts. Instead, Aberdeen's investment managers combine the roles of analysis with portfolio management. Each member of the team has sector and portfolio responsibilities such as day-to-day monitoring of liquidity. The overall result of this matrix approach is a high degree of cross-coverage, leading to a deeper understanding of the securities in which Aberdeen invests. DEVAN KALOO Head of Emerging Market Equity for the Aberdeen Group Mr. Kaloo is responsible for the London-based Global Emerging Market ("GEM") Equity Team, which manages Latin America, Europe, Middle East and Africa equities, and also has oversight of global emerging market input from the Asia research team based in Singapore, with which he works closely. Mr. Kaloo began his career at Martin Currie in Edinburgh, Scotland, shortly after graduation, working initially on the North American desk before transferring to the global asset allocation team. Mr. Kaloo moved off the global asset allocation team in 1997, and for the next three years worked on Asian portfolios before joining Murray Johnstone in Singapore in July 2000. Following the latter's acquisition, he transferred to the Aberdeen Group where he was responsible for the Asian ex Japan region as well as regional portfolios within emerging market mandates and technology stocks. JOANNE IRVINE Head of GEM Equity Team ex Asia Ms. Irvine is on the GEM Equity Team, where she specializes in the emerging markets of Europe, Africa and the Middle East. After qualifying as a chartered accountant in 1992, she worked in corporate finance, specializing in raising development capital finance for private businesses. In January 1996, Ms. Irvine joined the Aberdeen Group in a group development role. Since May 1997, Ms. Irvine has been part of Aberdeen's emerging markets fund management group in London. MARK GORDON-JAMES Investment Manager, GEM Equity Team After graduating with a degree in Geography and Economics from the London School of Economics in 2000, Mr. Gordon-James worked with the emerging markets team of Merrill Lynch Investment Managers. Mr. Gordon-James joined the Aberdeen Group in April 2004. BRETT DIMENT Head of Emerging Market Debt Mr. Diment joined Deutsche Asset Management Group Limited ("Deutsche") in 1991 as a member of the fixed-income group and became head of the Emerging Market Debt team at Deutsche in 1999. Mr. Diment joined Aberdeen following the Deutsche acquisition in 2005 and is now responsible for the day-to-day management of the Emerging Market Debt team and portfolios. MAX WOLMAN Portfolio Manager, Emerging Market Debt Mr. Wolman joined Aberdeen in January 2001 and is portfolio manager on the Emerging Market Debt mandates. Mr. Wolman originally specialized in currency and domestic debt analysis; however, he is now responsible for wider emerging debt analysis, including external and corporate issuers. He is a member of the Emerging Market Debt investment committee at Aberdeen and is also responsible for the daily implementation of the investment process. (A)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER AND POTENTIAL CONFLICTS OF INTEREST OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER INFORMATION PROVIDED AS OF DECEMBER 31, 2011 (assets in millions). # of Accounts Total Assets Managed for which for which Total Advisory Fee is Advisory Fee Name of Portfolio Manager or # of Accounts Total Based on is Based on Team Member Type of Accounts Managed Assets Performance Performance ----------------------------- ---------------- ------------- ----------- ----------------- ------------- 1. Devan Kaloo Registered Investment Companies: 10 $ 6,131.89 0 $ 0 Other Pooled Investment Vehicles: 23 $22,423.36 0 $ 0 Other Accounts: 56 $15,262.93 6 $1,688.47 2. Joanne Irvine Registered Investment Companies: 10 $ 6,131.89 0 $ 0 Other Pooled Investment Vehicles: 23 $22,423.36 0 $ 0 Other Accounts: 56 $15,262.93 6 $1,688.47 3. Mark Gordon-James Registered Investment Companies: 10 $ 6,131.89 0 $ 0 Other Pooled Investment Vehicles: 23 $22,423.36 0 $ 0 Other Accounts: 56 $15,262.93 6 $1,688.47 4. Brett Diment Registered Investment Companies: 6 $ 688.49 0 $ 0 Other Pooled Investment Vehicles: 74 $ 9,222.41 0 $ 0 Other Accounts: 200 $30,479.83 6 $ 653.70 5. Max Wolman Registered Investment Companies: 6 $ 688.49 0 $ 0 Other Pooled Investment Vehicles: 74 $ 9,222.41 0 $ 0 Other Accounts: 200 $30,479.83 6 $ 653.70 POTENTIAL CONFLICTS OF INTERESTS The Sub-Adviser believes that there are no material conflicts of interest in connection with any Portfolio Manager's management of the registrant's investments and investments of other accounts. The Sub-Adviser has adopted the CFA Institute Code of Ethics and Standards of Professional Conduct and adherence by all employees is mandatory. All employees are expected to avoid any employment, associations or business activities, including personal investments, that interfere with their duties to Aberdeen, divide their loyalty or create or appear to create a conflict of interest. Employees must promptly report any situation or transaction involving an actual or potential conflict of interest to the Compliance Officer. With regards to allocation, the Sub-Adviser has adopted Best Execution, Soft Dollar, Order Aggregation, and Trade Allocation Policies & Procedures designed among other things to ensure fair treatment of all accounts. Aberdeen aggregates orders so as to realize the benefits of larger block orders. When executing aggregated orders, it seeks to allocate opportunities to all clients in a consistent manner. Most portfolios are managed to a model based on common attributes to a benchmark with low dispersion between accounts and benchmarks. This is accomplished through the calculation of a 'median account' with this median account becoming the model portfolio. Certain situations such as new portfolio fundings, unique guideline restrictions and the fundability of certain security types may cause us to adjust our weightings. However over time, we expect to minimize the dispersion of account holdings around the model portfolio. New Issue Allocation Aberdeen Asset Management Inc. seeks to allocate new issue opportunities to all clients in a consistent manner. New issue opportunities are allocated according to the following factors: 1. All portfolios are ranked based on their account composition versus their benchmark. The portfolio management team will set a minimum acceptable position size (in terms of percent of market value) for the security. 2. Next, we define the target percentage for our Barclay's Capital Aggregate Bond Index ("BCAB") portfolios, depending on the characteristics of the security or the percentage of the account based on that securities' contribution to duration and the current composition of each account. 3. For portfolios with a benchmark other than BCAB, we may adjust the target allocation to reflect the characteristics of the non-BCAB benchmark. 4. We then determine our desired total par value and give our indication of interest. 5. If our order is completely filled, we will allocate according to the steps outlined above. If we are allotted a significant percentage of our order (typically 70% or more), we will allocate pro-rata based on the initial allocation developed from the steps outlined above. If we are not allotted a significant percentage of our order, we will remove the non-BCAB benchmark adjustments and allocate pro-rata based on market value of participating accounts. If this continues to result in accounts receiving less than the minimum target position size, the least deserving accounts (defined as those accounts that are closest to the model account) will be eliminated from the allocation. Batch Transaction and Allocation Policy - Equity Where practicable, all client portfolio orders for the same security should be combined or "batched" and executed as block transactions in order to facilitate best execution as well as for the purpose of negotiating more favorable brokerage commissions. Where a block trade is executed for a number of client accounts, the average execution price on all of the purchases and sales that are aggregated to this purpose should be used for all accounts. If an entire block is not fully executed on the same day, an allocation method should be administered that is fair and reasonable to all clients. If it is not practicable to allocate the executed portion of the block on a pro rata basis, allocation may be done on a random account basis (alphabetically, numerically, or otherwise), but any procedure administered should not operate to consistently favor or disfavor the same client accounts. If any method is to be used other than a pro rata method, the manner in which the shares are to be allocated should be documented, disclosed and signed off by the Chief Compliance Officer. (A)(3) COMPENSATION STRUCTURE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS INFORMATION PROVIDED AS OF FEBRUARY 15, 2012 Aberdeen recognizes the importance of compensation in attracting and retaining talent and has structured remuneration to include an attractive base salary, a discretionary bonus that is directly linked to one's contribution to the overall success of Aberdeen and a long term incentive plan for key staff members comprised of a mixture of cash, options, and shares. Overall compensation packages are designed to be competitive relative to investment management industry standards. In addition to an attractive compensation package, Aberdeen also offers a first class benefits package. The compensation policy has been designed to deliver additional rewards through appropriate incentive schemes, both annual and long term. These are directly linked to performance at both a corporate and an individual level. The policy seeks to reward performance in a manner which aligns the interests of clients, shareholders and executives. As the level of the bonus goes up, the amount of equity given to an investment professional goes up. Performance is reviewed on a formal basis once a year and these reviews influence individual staff members' subsequent remuneration. The review process looks at all of the ways in which an individual has contributed to the organization, and specifically, in the case of investment managers, to the investment team. Overall participation in team meetings, quality of research analysis, and presenting the team externally are also contributory factors. These reviews are subjective and are not tied to any pre-determined formula (i.e., directly linked to new assets raised). While the quantum of bonuses can be very attractive, equity incentives offer the potential to form a substantially greater part of compensation over the longer term. Therefore, the equity component of the compensation plan provides the opportunity for direct ownership, which in our view directly aligns the interests of the investment team with those of our clients. The equity component typically vests annually over a 3-year period. Leavers who depart prior to the end of the full vesting period would typically forfeit their ownership stake. When determining compensation, Fund performance is calculated using pre-tax information. Fund performance is compared to standards such as peer performance and benchmarks when determining compensation, with specific metrics including a comparison to the Fund's benchmark. When determining compensation, Aberdeen Group utilizes rolling twelve month periods and the life of the Fund. As noted above, portfolio manager performance on investment matters is considered over all of the accounts of which a portfolio manager contributes and it is documented in the appraisal process. However, since the performance of other accounts is subjective portion of a portfolio manager's annual bonus consideration, it is deliberated in a general fashion without a set method or specialized compensation structure. (A)(4) DISCLOSURE OF SECURITIES OWNERSHIP INFORMATION PROVIDED AS OF DECEMBER 31, 2011 Name of Portfolio Manager Dollar ($) Range of or Fund Shares Team Member Beneficially Owned ----------- ------------------- Devan Kaloo $0 Joanne Irvine $0 Mark Gordon-James $0 Brett Diment $0 Max Wolman $0 (B) Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. None. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) First Trust/Aberdeen Emerging Opportunity Fund ---------------------------------------------------------------- By (Signature and Title)* /s/ Mark R. Bradley -------------------------------------------------- Mark R. Bradley, President and Chief Executive Officer (principal executive officer) Date February 21, 2012 -------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Mark R. Bradley -------------------------------------------------- Mark R. Bradley, President and Chief Executive Officer (principal executive officer) Date February 21, 2012 -------------------------- By (Signature and Title)* /s/ James M. Dykas -------------------------------------------------- James M. Dykas, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial officer) Date February 21, 2012 -------------------------- * Print the name and title of each signing officer under his or her signature.