Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
February 09 2024 - 3:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 9, 2024
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act
Rules 14a-6(i)(1) and 0-11. |
Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund
February 9, 2024
Dear Shareholder:
I am contacting you to remind you to
vote FOR the proposed reorganization of Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund (MFD)
(the “Fund”) with and into abrdn Global Infrastructure Income Fund (“ASGI”) (the “Reorganization”)
which will be considered at the Fund’s special meeting of shareholders, scheduled for February 20, 2024.
INSTITUTIONAL SHAREHOLDER SERVICES
(“ISS”), THE LEADING INDEPENDENT PROXY ADVISORY FIRM, HAS RECOMMENDED THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
REORGANIZATION ON THE FUND’S WHITE PROXY CARD.
The Fund believes there are many
potential benefits of the Fund’s tax-free Reorganization into ASGI, including:
| • | Fund Structure: ASGI is a term fund, whose declaration of trust includes a feature that will trigger
a liquidation of the fund in July 2035 (subject to certain possible extensions), providing shareholders at that time with the then-current
net asset value. |
| • | Better Performance: ASGI has outperformed your Fund on a market value and net asset value basis
over each of the past 1- and 2-year periods ending December 31, 2023. Please refer to the Joint Proxy Statement/Prospectus for the full
presentation of performance of ASGI and the Fund. |
| • | Lower Expense Ratio: ASGI has a lower net total annual operating expense ratio than your Fund. |
The
Board of Trustees of the Fund (the “Board”) has unanimously recommended that shareholders vote FOR the approval of
the Reorganization.
To vote FOR the Reorganization, use the WHITE proxy card enclosed.
|
Vote the WHITE
proxy card.
Voting the WHITE proxy card will help your Fund obtain the needed approval
to consummate the Reorganization. |
|
|
Discard the GOLD
proxy card.
Saba Capital Management L.P. (“Saba”) is conducting
a self-interested counter-solicitation and is trying to derail the Reorganization. |
Saba is an activist hedge fund investor
using the Reorganization solely for its own economic interests. Saba held only a nominal economic interest in your Fund. Saba
is trying to derail the Reorganization to advance its own agenda at the expense of shareholders at-large. The Board urges you
NOT to sign any proxy cards sent to you by Saba. If you already signed a gold proxy card, you have the right as a shareholder
of the Fund to change your vote before the meeting takes place. You can do this by completing the WHITE proxy card sent
to you by your Fund, which will replace the gold proxy card you previously completed.
Do not let Saba hijack the
Reorganization to advance its own self-interested agenda. Vote FOR the Reorganization on the WHITE proxy card by following
the instructions contained therein. Regardless of the number of shares you own, it is important that your shares be represented
at the meeting by voting your proxy. The Board believes the Reorganization is in the overall best interests of the Fund’s
shareholders and unanimously recommends that you vote your shares “FOR” the approval of the Reorganization by
voting your WHITE proxy card.
If you have any questions, please contact the
Fund’s proxy solicitor, EQ Fund Solutions LLC, at (877) 864-5057 weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.
Thank you for your continued support.
Sincerely,
Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund
_/s/ James A. Bowen
James A. Bowen
Chairman of the Board
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