As filed with the Securities and Exchange Commission on October 19, 2010.
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1933 Act File No. 333-112202
1940 Act File No. 811-21496
U.S. 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 [X]
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)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
October 19, 2010
Dear Shareholder:
The accompanying materials relate to the Special Meeting of Shareholders
(referred to as the "Meeting") of Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund (the "Fund"). The Meeting will
be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive,
Suite 400, Wheaton, Illinois 60187, on Monday, December 6, 2010, at 4:00 p.m.
Central time.
At the Meeting, you will be asked (i) to consider and vote on a proposal to
approve a new investment management agreement (the "New Advisory Agreement")
between the Fund and its current investment advisor, First Trust Advisors L.P.
("First Trust Advisors" or the "Advisor"), (ii) to consider and vote on a
proposal to approve a new investment sub-advisory agreement (the "New MCIM
Sub-Advisory Agreement") among the Fund, the Advisor and one of its current
investment sub-advisors, Macquarie Capital Investment Management LLC ("MCIM"),
(iii) to consider and vote on a proposal to approve a new investment
sub-advisory agreement (the "New Four Corners Sub-Advisory Agreement") among the
Fund, the Advisor and its other current investment sub-advisor, Four Corners
Capital Management, LLC ("Four Corners"; Four Corners and MCIM are each a
"Sub-Advisor" and, collectively, the "Sub-Advisors"); and (iv) to transact any
other business as may properly come before the Meeting and any adjournments or
postponements thereof.
Upon the closing on October 12, 2010 of a transaction (the "Transaction"),
which, as described in the accompanying Proxy Statement, resulted in a "change
in control" of First Trust Advisors, the investment management agreement between
the Fund and the Advisor automatically terminated in accordance with its terms.
Moreover, the closing of the Transaction resulted in the automatic termination
of the investment sub-advisory agreements among the Fund, the Advisor and the
respective Sub-Advisor. The Advisor and the Sub-Advisors continue to provide
investment advisory and sub-advisory services, respectively, to the Fund on an
interim basis, as permitted by the Investment Company Act of 1940. However, in
order for them to continue to provide services to the Fund beyond the interim
period, as indicated above, shareholders of the Fund will be asked at the
Meeting to vote to approve the New Advisory Agreement and the New Sub-Advisory
Agreements. The Board of Trustees of the Fund is recommending that shareholders
approve each of these agreements.
Some important facts to note about the Transaction are:
o The Transaction had no effect on the number of Fund shares you own or
the value of those Fund shares.
o Subject to shareholder approval, First Trust Advisors and the
Sub-Advisors will continue to provide investment advisory and
sub-advisory services, respectively, to the Fund.
o The contractual advisory and sub-advisory fee rates will not increase.
o The Transaction is not expected to result in a change in the persons
responsible for the management of the Fund or in the operations of
the Fund, or in any changes in the investment approach of the Fund.
YOUR VOTE IS IMPORTANT. Please take a moment now to vote, either by
completing and returning your proxy card in the enclosed postage-paid return
envelope, by telephone or through the Internet. Your prompt response will be
much appreciated.
We appreciate your participation in this important Meeting.
Thank you.
Sincerely,
/s/ James A. Bowen
James A. Bowen
Chairman of the Board of Trustees
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IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS
OR HOW TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE ALTMAN GROUP,
INC., AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on December 6, 2010
October 19, 2010
To the Shareholders of Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund:
Notice is hereby given that the Special Meeting of Shareholders (referred
to as the "Meeting") of Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund, a Massachusetts business trust (the "Fund") will be held
on Monday, December 6, 2010, at the offices of First Trust Advisors L.P., 120
East Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 4:00 p.m. Central
time, for the following purposes:
1. To approve a new investment management agreement between the
Fund and First Trust Advisors L.P., as investment advisor.
2. To approve a new investment sub-advisory agreement among the
Fund, First Trust Advisors L.P., as investment advisor, and Macquarie
Capital Investment Management LLC, as investment sub-advisor.
3. To approve a new investment sub-advisory agreement among the
Fund, First Trust Advisors L.P., as investment advisor, and Four Corners
Capital Management, LLC, as investment sub-advisor.
4. To transact any other business as may properly come before the
Meeting (including any adjournments or postponements thereof).
The close of business on September 30, 2010 has been fixed as the record
date for the determination of Shareholders entitled to notice of, and to vote
at, the Meeting and any adjournments or postponements thereof.
By Order of the Board of Trustees,
/s/ W. Scott Jardine
W. Scott Jardine
Secretary
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. IN ORDER TO
AVOID DELAY AND TO ENSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS
PROMPTLY AS POSSIBLE. YOU MAY VOTE EASILY AND QUICKLY BY MAIL, TELEPHONE OR
THROUGH THE INTERNET. TO VOTE BY MAIL, PLEASE COMPLETE AND MAIL YOUR PROXY CARD
IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. ALTERNATIVELY, SHAREHOLDERS MAY
VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
PROXY CARD. IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE
PROPOSALS OR HOW TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE
ALTMAN GROUP, INC., AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M.
EASTERN TIME.
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
to be held on December 6, 2010
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
PROXY STATEMENT
October 19, 2010
THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD WILL FIRST BE MAILED TO
SHAREHOLDERS ON OR ABOUT OCTOBER 19, 2010.
This Proxy Statement is furnished by the Board of Trustees (the "Board") of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "Fund"), a Massachusetts business trust, in connection with the
solicitation by the Board of proxies to be voted at the Special Meeting of
Shareholders of the Fund to be held on Monday, December 6, 2010, at the offices
of First Trust Advisors L.P., located at 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, at 4:00 p.m. Central time and at any and all
adjournments or postponements thereof (referred to collectively as the
"Meeting"). A Notice of Special Meeting of Shareholders and a proxy card
accompany this Proxy Statement.
The Board has fixed the close of business on September 30, 2010 as the
record date (the "Record Date") for the determination of shareholders of the
Fund entitled to notice of, and to vote at, the Meeting.
As discussed more fully below, shareholders of the Fund are being asked:
1. To approve a new investment management agreement (the "New
Advisory Agreement"), between the Fund and First Trust Advisors L.P.
("First Trust Advisors" or the "Advisor"), the investment advisor to the
Fund.
2. To approve a new investment sub-advisory agreement (the "New
MCIM Sub-Advisory Agreement"), among the Fund, First Trust Advisors, as
investment advisor, and Macquarie Capital Investment Management LLC
("MCIM"), an investment sub-advisor to the Fund.
3. To approve a new investment sub-advisory agreement (the "New
Four Corners Sub-Advisory Agreement") among the Fund, First Trust Advisors,
as investment advisor, and Four Corners Capital Management, LLC ("Four
Corners"), an investment sub-advisor to the Fund. (Four Corners and MCIM
are each a "Sub-Advisor" and, collectively, the "Sub-Advisors").
4. To transact any other business as may properly come before the
Meeting (including any adjournments or postponements).
The Fund has one class of shares of beneficial interest, par value $0.01
per share, known as common shares ("Shares"). On the Record Date, the Fund had
9,077,963 Shares outstanding. Shares of the Fund are listed on the New York
Stock Exchange under the ticker symbol "MFD." Shareholders of record on the
Record Date are entitled to one vote for each Share the shareholder owns and a
proportionate fractional vote for any fraction of a Share the shareholder owns.
For shareholders voting by mail, if the enclosed proxy card is properly
executed and returned in time to be voted at the Meeting, the Shares represented
thereby will be voted in accordance with the instructions marked thereon or, if
no instructions are marked thereon, will be voted in the discretion of the
persons named on the proxy card. Accordingly, unless instructions to the
contrary are marked thereon, a properly executed and returned proxy will be
voted FOR the proposal to approve the New Advisory Agreement; FOR the proposal
to approve the New MCIM Sub-Advisory Agreement; FOR the proposal to approve the
New Four Corners Sub-Advisory Agreement; and at the discretion of the named
proxies on any other matters that may properly come before the Meeting, as
deemed appropriate. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
voting his or her Shares in person, or by timely submitting a letter of
revocation or a later-dated proxy to the Fund at the above address. A list of
shareholders entitled to notice of and to be present and to vote at the Meeting
will be available at the offices of the Fund, 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, for inspection by any shareholder during regular
business hours prior to the Meeting. Shareholders will need to show valid
identification and proof of Share ownership to be admitted to the Meeting or to
inspect the list of shareholders.
Under the By-Laws of the Fund, a quorum is constituted by the presence in
person or by proxy of the holders of thirty-three and one-third percent
(33-1/3%) of the voting power of the outstanding Shares entitled to vote on a
matter. For the purposes of establishing whether a quorum is present, all Shares
present and entitled to vote, including abstentions and broker non-votes (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter), shall be counted. Any meeting of shareholders may be postponed prior to
the meeting with notice to the shareholders entitled to vote at that meeting.
Any meeting of shareholders may, by action of the chairman of the meeting, be
adjourned to permit further solicitation of proxies without further notice with
respect to one or more matters to be considered at such meeting to a designated
time and place, whether or not a quorum is present with respect to such matter.
In addition, upon motion of the chairman of the meeting, the question of
adjournment may be submitted to a vote of the shareholders, and in that case,
any adjournment with respect to one or more matters must be approved by the vote
of holders of a majority of the Shares present and entitled to vote with respect
to the matter or matters adjourned, and without further notice. Unless a proxy
is otherwise limited in this regard, any Shares present and entitled to vote at
a meeting, including broker non-votes, may, at the discretion of the proxies
named therein, be voted in favor of such an adjournment or adjournments.
Broker-dealer firms holding Shares in "street name" for the benefit of
their customers and clients may request voting instructions from such customers
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and clients. Because broker-dealers may be subject to rules which will not
permit them to vote your Shares without instructions, you are encouraged to
contact your broker-dealer and record your voting instructions.
The expense of preparing, printing and mailing the enclosed proxy,
accompanying notice and this Proxy Statement, and all other costs in connection
with the solicitation of proxies to be voted at the Meeting, will be borne by
the Advisor. The Advisor will also reimburse brokerage firms and others for
their expenses in forwarding proxy solicitation materials to, the person(s) for
whom they hold Shares of the Fund. The solicitation of proxies will begin on or
about October 19, 2010 and will be largely by mail, but may include telephonic,
electronic or oral communication by officers and service providers of the Fund,
as well as affiliates of such service providers. A proxy solicitation firm, The
Altman Group, Inc., has also been engaged to solicit proxies at a cost which is
expected to be approximately $14,701. As indicated above, this cost will be
borne by the Advisor.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON DECEMBER 6, 2010. THIS PROXY STATEMENT IS
AVAILABLE ON THE INTERNET AT: HTTP://WWW.FTPORTFOLIOS.COM/LOADCONTENT/GHHUGQJA.
THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE ALSO AVAILABLE ON THE
INTERNET AT: HTTP://WWW.FTPORTFOLIOS.COM/RETAIL/CEF/CEFFUNDNEWS.ASPX?TICKER=MFD.
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL AND
SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. TO REQUEST A COPY, PLEASE
WRITE TO THE ADVISOR AT 120 EAST LIBERTY DRIVE, SUITE 400, WHEATON, ILLINOIS
60187, OR CALL (800) 988-5891.
YOU MAY CALL (800) 988-5891 FOR INFORMATION ON HOW TO OBTAIN DIRECTIONS TO
BE ABLE TO ATTEND THE MEETING AND VOTE IN PERSON.
In order that your Shares may be represented at the Meeting, please vote
your proxy as soon as possible either by mail or by telephone or through the
Internet, as indicated on the enclosed proxy card. If voting by mail, you are
requested to:
o indicate your instructions on the proxy card;
o date and sign the proxy card;
o mail the proxy card promptly in the enclosed envelope which
requires no postage if mailed in the continental United States; and
o allow sufficient time for the proxy card to be received BY
4:00 P.M. CENTRAL TIME, on MONDAY, DECEMBER 6, 2010. (However,
proxies received after this date may still be voted in the event of
an adjournment or postponement of the Meeting to a later date.)
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BACKGROUND AND REASON FOR VOTE
The Advisor has served as investment advisor to the Fund since its
inception, initially pursuant to an investment management agreement (the
"Original Advisory Agreement"), between the Advisor and the Fund, and currently,
as described below, pursuant to an interim investment management agreement (the
"Interim Advisory Agreement"), also between the Advisor and the Fund. MCIM and
Four Corners have served as the Fund's sub-advisors since its inception and, in
this capacity, are responsible for the selection and on-going monitoring of the
securities in allocated components of the Fund's investment portfolio. MCIM had
served as one of the Fund's sub-advisors pursuant to an investment sub-advisory
agreement among the Fund, the Advisor and such Sub-Advisor (the "Original MCIM
Sub-Advisory Agreement"), and since October 12, 2010, MCIM has been providing
services to the Fund pursuant to an interim sub-advisory agreement (the "Interim
MCIM Sub-Advisory Agreement"), also among the Fund, the Advisor and such
Sub-Advisor. Four Corners had served as the Fund's other sub-advisor pursuant to
an investment sub-advisory agreement among the Fund, the Advisor and such
Sub-Advisor (the "Original Four Corners Sub-Advisory Agreement" and, together
with the Original MCIM Sub-Advisory Agreement, the "Original Sub-Advisory
Agreements"), and since October 12, 2010, Four Corners has been providing
services to the Fund pursuant to an interim sub-advisory agreement (the "Interim
Four Corners Sub-Advisory Agreement" and, together with the Interim MCIM
Sub-Advisory Agreement, the "Interim Sub-Advisory Agreements"), also among the
Fund, the Advisor and such Sub-Advisor.
The Advisor is an Illinois limited partnership formed in 1991 and an
investment advisor registered with the Securities and Exchange Commission
("SEC") under the Investment Advisers Act of 1940. The Advisor has one limited
partner, Grace Partners of DuPage L.P. ("Grace Partners"), and one general
partner, The Charger Corporation, and is controlled by Grace Partners and The
Charger Corporation. Grace Partners is a limited partnership that is controlled
by its general partner, The Charger Corporation, and has a number of limited
partners. The Charger Corporation is an Illinois corporation that was previously
controlled by the Robert Donald Van Kampen family. Grace Partners and The
Charger Corporation are each located at 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, and have a primary business that consists of investment
advisory and broker/dealer services through their ownership interests in various
entities. In this regard, in addition to their interests in the Advisor, Grace
Partners is the sole limited partner, and The Charger Corporation is the sole
general partner, of First Trust Portfolios L.P. ("First Trust Portfolios"), a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "1934 Act").
On August 24, 2010, members of the Robert Donald Van Kampen family entered
into a stock purchase agreement with James A. Bowen, the President of the
Advisor, to sell 100% of the common stock of The Charger Corporation to Mr.
Bowen (who will hold the interest through a limited liability company of which
he is the sole member) (the "Transaction") for $3,000,000 payable at the
Transaction closing. The Transaction was completed in accordance with its terms
on October 12, 2010 (the "Transaction Closing Date"). The Transaction is not
anticipated to result in any changes in the personnel or operations of the
Advisor. Mr. Bowen is a Trustee who is an "interested person" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund, the
Chairman of the Board and the President of the Fund, the President of the
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Advisor and of First Trust Portfolios and a limited partner of Grace Partners.
In light of the Transaction and his interest in and role with the Advisor, Mr.
Bowen has an interest in Proposal 1.
As required by the 1940 Act, the Original Advisory Agreement and the
Original Sub-Advisory Agreements provided for their automatic termination in the
event of their assignment. The consummation of the Transaction resulted in a
change in control of the Advisor and constituted an "assignment," as that term
is defined in the 1940 Act, of the Original Advisory Agreement, thus having the
effect of automatically terminating the Original Advisory Agreement on the
Transaction Closing Date. In addition, the consummation of the Transaction
constituted an "assignment," as that term is defined in the 1940 Act, of the
Original Sub-Advisory Agreements, and, therefore, the Original Sub-Advisory
Agreements terminated on the Transaction Closing Date. Since that date, the
Advisor and the Sub-Advisors have served as investment advisor and investment
sub-advisors to the Fund pursuant to the Interim Advisory Agreement and the
Interim Sub-Advisory Agreements, respectively. Shareholders of the Fund are
being asked to approve the New Advisory Agreement, the New MCIM Sub-Advisory
Agreement and the New Four Corners Sub-Advisory Agreement. Shareholders should
be aware of the following:
o The Transaction had no effect on the number of Shares you own or the
value of those Shares.
o Subject to shareholder approval, the Advisor and the Sub-Advisors
will continue to provide investment advisory and sub-advisory
services, respectively to the Fund.
o The contractual advisory and sub-advisory fee rates will not
increase.
o The Transaction is not expected to result in a change in the persons
responsible for the management of the Fund or in the operations of
the Fund, or in any changes in the investment approach of the Fund.
In anticipation of the completion of the Transaction and the termination of
the Original Advisory Agreement and the Original Sub-Advisory Agreements, the
Board of the Fund held a meeting on September 20, 2010 (the "Board Meeting"), at
which, after careful consideration (see "BOARD CONSIDERATIONS" below), the
Trustees determined that, following the Transaction, it would be in the best
interests of the Fund for the Advisor to continue to act as investment advisor
to the Fund and for each Sub-Advisor to continue to act as an investment
sub-advisor to the Fund. Accordingly, as permitted under the 1940 Act and Rule
15a-4 thereunder ("Rule 15a-4"), the Board of Trustees of the Fund, including
all of the Trustees who are not "interested persons" (as defined in the 1940
Act) of the Fund (the "Independent Trustees"), approved the Interim Advisory
Agreement and the Interim Sub-Advisory Agreements to ensure the continuation of
investment advisory and investment sub-advisory services to the Fund. As
indicated above, the Interim Advisory Agreement and the Interim Sub-Advisory
Agreements have been in effect since the Transaction Closing Date and, pursuant
to Rule 15a-4, will be in effect no longer than through March 11, 2011 (the
"Interim Termination Date"), which will occur 150 days after the termination of
the Original Advisory Agreement and the Original Sub-Advisory Agreements (see
"PROPOSAL 1 -- THE INTERIM ADVISORY AGREEMENT," "PROPOSAL 2 -- THE INTERIM MCIM
SUB-ADVISORY AGREEMENT" and "PROPOSAL 3 -- THE INTERIM FOUR CORNERS SUB-ADVISORY
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AGREEMENT" below). In addition, at the Board Meeting, the Board approved,
subject to shareholder approval, the New Advisory Agreement, the New MCIM
Sub-Advisory Agreement and the New Four Corners Sub-Advisory Agreement. If
shareholders of the Fund do not approve the New Advisory Agreement, the New MCIM
Sub-Advisory Agreement and/or the New Four Corners Sub-Advisory Agreement, the
Board will take such action as it deems to be in the best interests of the Fund.
The New MCIM Sub-Advisory Agreement and the New Four Corners Sub-Advisory
Agreement are referred to collectively as the "New Sub-Advisory Agreements".
BOARD CONSIDERATIONS
The Board, including the Independent Trustees, approved the Interim
Advisory Agreement and the New Advisory Agreement (collectively, the "Advisory
Agreements"), the Interim MCIM Sub-Advisory Agreement and New MCIM Sub-Advisory
Agreement (collectively, the "MCIM Sub-Advisory Agreements") and the Interim
Four Corners Sub-Advisory Agreement and New Four Corners Sub-Advisory Agreement
(collectively, the "Four Corners Sub-Advisory Agreements" and together with the
MCIM Sub-Advisory Agreements, the "Sub-Advisory Agreements") at the Board
Meeting. The Sub-Advisory Agreements are referred to in this section together
with the Advisory Agreement as the "Agreements." The Board determined that the
terms of the Agreements are fair and reasonable and that the Agreements are in
the best interests of the Fund. The Board also determined that it believes that
the scope and quality of services to be provided to the Fund under the
Agreements will be at least equivalent to the scope and quality of services
provided under the Original Advisory Agreement, the Original MCIM Sub-Advisory
Agreement and the Original Four Corners Sub-Advisory Agreement (collectively,
the "Original Agreements").
On August 25, 2010, the Independent Trustees were informed about the
Transaction, including that the consummation of the Transaction would constitute
a change of control of the Advisor and would result in the "assignment" and
termination of the Original Advisory Agreement and may also result in the
"assignment" and termination of each of the Original MCIM Sub-Advisory Agreement
and the Original Four Corners Sub-Advisory Agreement pursuant to their terms and
in accordance with Section 15 of the 1940 Act. On August 31, 2010, counsel to
the Independent Trustees forwarded to Mr. Bowen and the Advisor a request for
information regarding the Transaction. At the Board Meeting, the Board
considered the information provided by Mr. Bowen and the Advisor in response to
the Independent Trustees' request for information and considered the approval of
the Agreements.
To reach its determination, the Board considered its duties under the 1940
Act, as well as under the general principles of state law in reviewing and
approving advisory contracts; the requirements of the 1940 Act in such matters;
the fiduciary duty of investment advisors with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards have fulfilled their duties; and the factors to be considered by
the Board in voting on such agreements. In connection with its deliberations
regarding the Agreements, the Board noted the Advisor's representation that
apart from their effective and termination dates and any provisions of the
Interim Advisory Agreement, the Interim MCIM Sub-Advisory Agreement and the
Interim Four Corners Sub-Advisory Agreement required by Rule 15a-4, the Advisory
Agreements and the Sub-Advisory Agreements were the same in all material
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respects as the Original Agreements. The Board noted that it had recently
considered the Advisor's and the Sub-Advisors' capabilities and the terms of the
Original Agreements at a meeting held on March 21-22, 2010 and had determined to
renew the Original Agreements for an additional one-year term (the "2010
Renewal"). The Board considered that in connection with the 2010 Renewal, it had
received a report from the Advisor and each of the Sub-Advisors that, among
other things, outlined the services provided by the Advisor and the Sub-Advisors
(including the relevant personnel responsible for these services and their
experience); the advisory and sub-advisory fees for the Fund as compared to fees
charged to other clients of the Advisor and the Sub-Advisors and as compared to
fees charged by investment advisors and sub-advisors to comparable funds;
expenses of the Fund as compared to expense ratios of comparable funds; the
nature of expenses incurred in providing services to the Fund and the potential
for economies of scale, if any; financial data on the Advisor and the
Sub-Advisors; any fall-out benefits to the Advisor and the Sub-Advisors; and
information on the Advisor's and the Sub-Advisors' compliance programs. Prior to
the Board Meeting, the Advisor represented to the Board that there had been no
material changes to the information provided in March 2010 and that the Board
could continue to rely on such information. In addition, MCIM represented to the
Board that, except for the completion of its succession plan described to the
Board in connection with the 2010 Renewal and updates to its Form ADV, there had
been no material changes to the information provided in March 2010 and that the
Board could continue to rely on such information. Finally, Four Corners
represented to the Board that there had been no material changes to the
information provided in March 2010 and that the Board could continue to rely on
such information.
Because the Board determined that any differences between the Original
Agreements and the Agreements were immaterial, the Board determined that much of
its previous analysis in connection with the 2010 Renewal applied to its review
and consideration of the Agreements. Accordingly, the Board took note of such
prior analysis and supplemented it with the additional considerations noted
below. The Independent Trustees also met separately with their independent legal
counsel to discuss the Transaction and their consideration of the Agreements.
In reviewing the Agreements, the Board considered the nature, quality and
extent of services to be provided by the Advisor and the Sub-Advisors under the
Agreements. The Board noted that the Transaction was not expected to result in
any changes to the personnel of the Advisor and the Sub-Advisors responsible for
providing services to the Fund. The Board also considered the representations of
the Advisor and each of the Sub-Advisors that there will be no diminution in
services provided under the Agreements. In light of the information presented
and the considerations made at the Board Meeting, including the considerations
made in connection with the 2010 Renewal, the Board concluded that the nature,
quality and extent of services to be provided to the Fund by the Advisor and the
Sub-Advisors under the Agreements are expected to be satisfactory.
The Board considered the advisory and sub-advisory fees payable under the
Agreements, noting that they would be the same as the fees payable under the
Original Agreements. The Board considered that in connection with the 2010
Renewal it had reviewed the advisory fees charged by the Advisor to similar
funds and other non-fund clients, and had noted that the Advisor does not
provide advisory services to clients with investment objectives and policies
similar to the Fund's other than to two closed-end senior loan funds (one of
-7-
which had subsequently been liquidated). The Board also considered that it had
reviewed information provided by the Sub-Advisors as to the fees they charge to
other similar clients. The Board also considered performance information for the
Fund, including the Fund's quarterly performance report, which is part of the
process that the Board has established for monitoring the Fund's performance and
portfolio risk on an ongoing basis. In light of the information presented on the
fees and performance of the Fund and the considerations made at the Board
Meeting, including the considerations made in connection with the 2010 Renewal,
the Board concluded that the advisory and sub-advisory fees were reasonable and
appropriate in light of the nature, quality and extent of services expected to
be provided by the Advisor and Sub-Advisors under the Agreements.
The Board noted that the Advisor has continued to invest in personnel and
infrastructure and considered whether fee levels reflect any economies of scale
for the benefit of shareholders. The Board concluded that the advisory fee
continues to reflect an appropriate level of sharing of any economies of scale
at current asset levels. The Board noted that in connection with the 2010
Renewal it had reviewed the costs of the services provided and profits realized
by the Advisor from serving as investment manager to the Fund for the twelve
months ended December 31, 2009. The Board considered its prior conclusion that
the Advisor's profitability appeared to be not excessive in light of the
services provided to the Fund. The Board considered whether the Advisor derives
any ancillary benefits from its relationship with the Fund and noted that the
typical fall-out benefits to the Advisor such as soft dollars are not present.
The Board noted that the Advisor will receive compensation from the Fund for
providing fund reporting services. The Board concluded that any other fall-out
benefits received by the Advisor or its affiliates would appear to be limited.
The Board considered MCIM's representation in connection with the 2010
Renewal that investment services expenses are generally fixed. The Board
considered that the sub-advisory fee rate was negotiated at arm's length between
the Advisor and MCIM, an unaffiliated third party. The Board considered the
fall-out benefits realized by MCIM from its relationship with the Fund,
including soft-dollar arrangements.
The Board considered Four Corners' representation in connection with the
2010 Renewal that investment services expenses are primarily fixed, and that
Four Corners had previously invested in personnel and systems and anticipated
continued maintenance of efficient personnel and systems in support of the Fund.
The Board considered that the sub-advisory fee rate was negotiated at arm's
length between the Advisor and Four Corners, an unaffiliated third party. The
Board noted that Four Corners does not maintain any soft-dollar arrangements and
that Four Corners had previously indicated that it does not receive any material
fall-out benefits from its relationship to the Fund.
Based on all of the information considered and the conclusions reached, the
Board, including the Independent Trustees, determined that the terms of the
Agreements are fair and reasonable and that the approval of the Agreements is in
the best interests of the Fund. No single factor was determinative in the
Board's analysis.
Accordingly, the Board recommends that shareholders vote to approve the New
Advisory Agreement and the New Sub-Advisory Agreements.
-8-
PROPOSAL 1: APPROVAL OF NEW
ADVISORY AGREEMENT FOR THE FUND
THE ORIGINAL ADVISORY AGREEMENT
The Original Advisory Agreement was dated March 25, 2004 and was approved
by the Fund's initial shareholder on March 16, 2004. Since the beginning of the
Fund's last fiscal year, the continuation of the Original Advisory Agreement was
approved by the Board at meetings held on March 1-2, 2009 and March 21-22, 2010.
THE INTERIM ADVISORY AGREEMENT
Many of the terms of the Interim Advisory Agreement are the same as those
of the Original Advisory Agreement; however, in addition to various updates,
there are differences in provisions relating to the effective date and,
consistent with the requirements of Rule 15a-4, termination and compensation.
Unless terminated sooner in accordance with its terms, the Interim Advisory
Agreement will continue to be in effect through the Interim Termination Date or
until shareholders of the Fund approve the New Advisory Agreement, whichever
occurs first. In addition, the Interim Advisory Agreement may be terminated by
the Fund by action of the Board or by a vote of a majority of the outstanding
voting securities (as defined in the 1940 Act and the rules and regulations
thereunder) of the Fund upon 10 calendar days' written notice to the Advisor,
without payment of any penalty.
The rate of compensation paid to the Advisor is the same under the
applicable Interim Advisory Agreement, Original Advisory Agreement and New
Advisory Agreement. The compensation accrued under the Interim Advisory
Agreement, however, is to be held in an interest-bearing escrow account with the
Fund's custodian or another bank designated by the Fund. If the New Advisory
Agreement is approved by shareholders of the Fund by the Interim Termination
Date, the amount in the escrow account (including the interest earned) will be
paid to the Advisor. However, if shareholders of the Fund do not approve the New
Advisory Agreement by such date, the Advisor will be paid, out of the escrow
account, the lesser of: (i) any costs incurred by the Advisor in performing
services under the Interim Advisory Agreement (plus interest earned on that
amount while in escrow); or (ii) the total amount in the escrow account (plus
interest earned).
COMPARISON OF CERTAIN TERMS OF THE NEW ADVISORY AGREEMENT AND ORIGINAL ADVISORY
AGREEMENT
Below is a brief comparison of certain terms of the Original Advisory
Agreement to the corresponding terms of the New Advisory Agreement. Many of the
terms of the New Advisory Agreement, including fees payable to the Advisor by
the Fund thereunder, are substantially the same in all material respects to the
terms of the corresponding Original Advisory Agreement; however the New Advisory
Agreement includes a new effective date and has been updated in certain other
respects (including, among other things, the elimination of certain provisions
that are no longer relevant). The form of the New Advisory Agreement is attached
-9-
to this Proxy Statement as Exhibit A and the description of the New Advisory
Agreement is qualified in its entirety by reference to such Exhibit.
Advisory Services. As was the case under the Original Advisory Agreement,
under the New Advisory Agreement, the Advisor will agree to act as the
investment advisor for, and to manage the investment and reinvestment of the
assets of, the Fund in accordance with the Fund's investment objective and
policies and limitations, and will administer the Fund's affairs to the extent
requested by and subject to the supervision of the Fund's Board. Moreover, the
New Advisory Agreement provides that the investment of the Fund's assets will be
subject to the Fund's policies, restrictions and limitations with respect to
securities investments and all applicable laws and the regulations of the SEC
relating to the management of registered closed-end management investment
companies; the Original Advisory Agreement included a similar provision. In
addition, the Advisor agreed under the Original Advisory Agreement, and will
agree under the New Advisory Agreement, to furnish office facilities and
equipment as well as certain clerical, bookkeeping and administrative services.
Finally, as was the case under the Original Agreement, under the New Advisory
Agreement, subject to the applicable requirements of the 1940 Act, the Advisor
may retain one or more sub-advisors to serve the Fund.
Fees. As was the case under the Original Advisory Agreement, as
compensation for its services and facilities furnished to the Fund under the New
Advisory Agreement, the Advisor will be entitled to receive, on a quarterly
basis, an investment management fee equal to the annual rate of (a) 0.40% of the
Fund's "Total Assets" for Total Assets of the Fund up to and including $250
million and (b) 0.35% of the Fund's "Total Assets" for Total Assets of the Fund
over $250 million. For this purpose, the term "Total Assets" means the average
daily gross asset value of the Fund (including assets attributable to the Fund's
preferred shares, if any, and the principal amount of borrowings), minus the sum
of the Fund's accrued and unpaid dividends on any outstanding preferred shares
and accrued liabilities (other than the principal amount of any borrowings
incurred, commercial paper or notes issued by the Fund and the liquidation
preference of any outstanding preferred shares). For the Fund's last fiscal
year, the aggregate amount of the advisory fees paid by the Fund to the Advisor
under the Original Advisory Agreement was $570,735.
Limitation of Liability. As was the case under the Original Advisory
Agreement, the New Advisory Agreement provides that the Advisor will not be
liable for any loss sustained by reason of the purchase, sale or retention of
any security, whether or not such purchase, sale or retention has been based
upon the investigation and research made by any other individual, firm or
corporation, if such recommendation has been selected with due care and in good
faith, except loss resulting from willful misfeasance, bad faith, or gross
negligence on the part of the Advisor in the performance of its obligations and
duties, or by reason of its reckless disregard of its obligations and duties
under the Agreement.
Continuance. The Original Advisory Agreement was originally in effect for
an initial term until March 25, 2006 and could be continued thereafter for
successive one-year periods if such continuance was specifically approved, at
least annually, in the manner required by the 1940 Act. If the New Advisory
Agreement is approved by shareholders, if not terminated earlier, it will expire
on the two-year anniversary of the date of its effectiveness unless continued
-10-
and, thereafter, may be continued for successive one-year periods if such
continuance is specifically approved, at least annually, in the manner required
by the 1940 Act.
Termination. As was the case under the Original Advisory Agreement, the New
Advisory Agreement provides that it (a) will automatically terminate in the
event of its assignment (as defined in the 1940 Act and the rules and
regulations thereunder) and (b) may be terminated at any time without the
payment of any penalty by the Fund or by the Advisor upon 60 days' written
notice to the other party. The Fund may effect termination by action of the
Board or by a vote of a majority of the outstanding voting securities (as
defined in the 1940 Act and the rules and regulations thereunder) of the Fund,
accompanied by appropriate notice. In addition, the Original Advisory Agreement
was, and the New Advisory Agreement is, terminable at any time without the
payment of any penalty, by the Board or by a vote of a majority of the
outstanding voting securities (as defined in the 1940 Act and the rules and
regulations thereunder) of the Fund, in the event that it is established by a
court of competent jurisdiction that the Advisor or any of its officers or
directors has taken any action that results in a breach of the covenants of the
Advisor set forth in the Agreement.
SECTION 15(f) OF THE 1940 ACT
Section 15(f) of the 1940 Act is a safe harbor that provides in substance
that, when a sale of a controlling interest in an investment advisor occurs, the
investment advisor or any of its affiliated persons may receive any amount or
benefit in connection with the sale as long as two conditions are met. The first
condition specifies that, during the three-year period immediately following
consummation of the transaction, at least 75% of the investment company's board
of directors/trustees must not be "interested persons" (as defined in the 1940
Act) of the investment advisor or predecessor advisor. The second condition
specifies that no "unfair burden" may be imposed on the investment company as a
result of the transaction relating to the sale of such interest, or any express
or implied terms, conditions or understandings applicable thereto. The term
"unfair burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the transaction whereby the investment advisor (or
predecessor or successor advisor), or any interested person of any such
investment advisor, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property, to, from or on behalf of the investment company (other than bona fide
ordinary compensation as principal underwriter for the investment company). If
either condition of Section 15(f) is not met, the safe harbor is not available.
The Board has not been advised of any circumstances arising under the
Transaction that might result in the imposition of an "unfair burden" being
imposed on the Fund. In addition, the Fund has adopted procedures which include
steps intended to cause the conditions of Section 15(f) to be met.
-11-
ADDITIONAL INFORMATION ABOUT THE FUND AND THE ADVISOR
A list of the officers of the Fund and the managing directors and principal
officers of the Advisor, their positions with the Fund and/or the Advisor, and
their principal occupations are set forth below. Certain officers of the Fund
have a minority equity interest in the limited partner of the Advisor.
POSITION WITH
NAME POSITION WITH THE FUND THE ADVISOR PRINCIPAL OCCUPATION
James A. Bowen President, Chairman of Managing Director and President, First Trust Advisors L.P.
the Board, Chief and President and First Trust Portfolios L.P.;
Executive Officer and Chairman of the Board of Directors,
Trustee BondWave LLC and Stonebridge Advisors LLC
Mark R. Bradley Treasurer, Chief Financial Managing Chief Financial Officer, First Trust
Officer and Chief Director and Advisors L.P. and First Trust
Accounting Officer Chief Financial Portfolios L.P.; Chief Financial
Officer Officer, BondWave LLC and Stonebridge
Advisors LLC
Kathleen W. Brown None Chief Compliance Chief Compliance Officer, First Trust
Officer Advisors L.P. and First Trust
Portfolios L.P.
Robert F. Carey None Chief Investment Chief Investment Officer, First Trust
Officer Advisors L.P. and First Trust Portfolios L.P.
Erin E. Chapman Assistant Secretary Assistant Assistant General Counsel, First
General Counsel Trust Advisors L.P. and First Trust
Portfolios L.P.
James M. Dykas Assistant Treasurer Senior Vice Senior Vice President, First Trust
President Advisors L.P. and First Trust Portfolios L.P.
Christopher R. Fallow Assistant Vice President Assistant Vice Assistant Vice President, First Trust
President Advisors L.P. and First Trust Portfolios L.P.
R. Scott Hall None Managing Managing Director, First Trust
Director Advisors L.P. and First Trust Portfolios L.P.
W. Scott Jardine Secretary and Chief General Counsel General Counsel, First Trust Advisors
Compliance Officer L.P., First Trust Portfolios L.P. and
BondWave LLC; Secretary, Stonebridge
Advisors LLC
Daniel J. Lindquist Vice President Senior Vice Senior Vice President, First Trust
President Advisors L.P. and First Trust Portfolios L.P.
Coleen D. Lynch Assistant Vice President Assistant Vice Assistant Vice President, First Trust
President Advisors L.P. and First Trust Portfolios L.P.
Kristi A. Maher Assistant Secretary and Deputy General Deputy General Counsel, First Trust
Deputy Chief Compliance Counsel Advisors L.P. and First Trust Portfolios L.P.
Officer
Ronald D. McAlister None Managing Managing Director, First Trust
Director Advisors L.P. and First Trust Portfolios L.P.
Andrew S. Roggensack None Managing Managing Director, First Trust
Director Advisors L.P. and First Trust Portfolios L.P.
The business address of the Advisor and each officer and managing director
of the Advisor is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.
-12-
SIMILAR INVESTMENT COMPANIES
The Advisor currently acts as investment advisor to the fund listed below,
which has an investment objective and/or policies similar to those of the Fund.
------------------------------------ -------------------------------- --------------------------------------------
FUND NAME APPROXIMATE MANAGED ASSETS ANNUAL RATE OF COMPENSATION
AS OF SEPTEMBER 10, 2010
------------------------------------ -------------------------------- --------------------------------------------
First Trust Senior Floating Rate $511,840,864 0.75% of Managed Assets (defined as the
Income Fund II (formerly known as average daily gross asset value of the fund
First Trust/Four Corners Senior (including assets attributable to the
Floating Rate Income Fund II) fund's preferred shares, if any, and the
principal amount of borrowings), minus the
sum of the Fund's accrued and unpaid
dividends on any outstanding preferred
shares and accrued liabilities (other than
the principal amount of any borrowings
incurred, commercial paper or notes issued
by the fund and the liquidation preference
of any outstanding preferred shares)).
------------------------------------ -------------------------------- --------------------------------------------
SHAREHOLDER APPROVAL AND REQUIRED VOTE
To become effective, the New Advisory Agreement must be approved by a vote
of a majority of the outstanding voting securities of the Fund. The "vote of a
majority of the outstanding voting securities" of the Fund for this purpose, as
defined in the 1940 Act, means the vote of the lesser of (i) 67% or more of the
Shares of the Fund present at the Meeting if the holders of more than 50% of the
outstanding Shares of the Fund are present in person or represented by proxy; or
(ii) more than 50% of the outstanding Shares of the Fund. For purposes of
determining the approval of the New Advisory Agreement, abstentions and broker
non-votes will have the effect of a vote against this Proposal.
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL 1 OR
HOW TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE ALTMAN GROUP,
INC., AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE
NEW ADVISORY AGREEMENT.
-13-
PROPOSAL 2: APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH MACQUARIE CAPITAL
INVESTMENT MANAGEMENT LLC FOR THE FUND
MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC
General and Organizational Information
MCIM, located at 125 West 55th Street, Level 10, New York, New York 10019,
was founded in 2004 and registered as an investment adviser with the U.S.
Securities and Exchange Commission in 2004. MCIM is one of the legal entities in
the United States within the Macquarie Funds Group ("MFG"). MCIM provides
investment advisory services for mandates managed by the MFG Infrastructure
Securities team, the MFG Global Real Estate Securities team and the MFG Emerging
Markets Team. MCIM had approximately $985 million of assets under management as
of August 31, 2010.
MCIM is an indirect, wholly owned subsidiary of Macquarie Group Limited
("Macquarie"), located at No. 1 Martin Place, Sydney, New South Wales 2000,
Australia, which, through its affiliates and subsidiaries, is a global provider
of banking, financial, advisory, investment and fund management services.(1)
Macquarie is listed on the Australian Securities Exchange (ASX: MQG) and is
regulated by the Australian Prudential Regulation Authority, the Australian
banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit
taker.
The names and principal occupations of the persons who are principal
executive officers of and directors of MCIM are listed below:
---------------------------- ------------------------------------------- -----------------------------------------
NAME POSITION(S) WITH MCIM PRINCIPAL OCCUPATION
---------------------------- ------------------------------------------- -----------------------------------------
Richard C. Butt President, Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Bradford Frishberg Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Meredith L. Meyer Chief Operating Officer Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Mark G. Torline Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Brett A. Byrd Chief Compliance Officer Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
-----------------------------
(1) More specifically, (1) MCIM is a wholly owned subsidiary of Macquarie
Capital Investment Management Inc. ("MCIMI"); (2) MCIMI is a wholly owned
subsidiary of Macquarie NE Holdings Inc. ("Macquarie Holdings"); (3)
Macquarie Holdings is a wholly owned subsidiary of Macquarie Funding
Holdings Inc. ("Macquarie Funding Holdings"); (4) Macquarie Funding
Holdings is a wholly owned subsidiary of Macquarie Americas Holdings Pty
Ltd. ("Macquarie Americas"); (5) Macquarie Americas is a wholly owned
subsidiary of Macquarie Bank Limited ("Macquarie Bank"); (6) Macquarie
Bank is a wholly owned subsidiary of Macquarie B.H. Pty Ltd ("Macquarie
B.H. Pty"); and (7) Macquarie B.H. Pty is a wholly owned subsidiary of
Macquarie. The address of each of the foregoing entities except Macquarie
Americas, Macquarie Bank, Macquarie B.H. Pty and Macquarie is 125 West
55th Street, Level 10, New York, New York 10019. The address of Macquarie
Americas, Macquarie Bank, Macquarie B.H. Pty and Macquarie is No. 1 Martin
Place, Sydney, New South Wales 2000, Australia.
-14-
The address of Mr. Butt, Mr. Frishberg and Ms. Meyer is 125 West 55th Street,
Level 10, New York, New York 10019. The address of Mr. Torline and Mr. Byrd is
555 South Flower Street, Suite 3300, Los Angeles, California 90071.
Other Funds Advised and Sub-Advised by MCIM
MCIM currently acts as investment adviser/sub-adviser to the funds listed below,
each of which has an investment objective similar to that of the Fund.
-------------------------------------- ------------------------------------- -------------------------------------
FUND NAME ASSETS UNDER MANAGEMENT AS OF AUGUST ANNUAL RATE OF COMPENSATION
31, 2010
-------------------------------------- ------------------------------------- -------------------------------------
Macquarie Global Infrastructure Total $407,316,598 o the annual rate of 1.00% up to
Return Fund (MGU) (Advisor) and including $300 million
o the portion of Total Assets
above $300 million up to and
including $500 million, annual
rate of 0.90%
o the portion of Total Assets
above $500 million, annual rate
of 0.65%
-------------------------------------- ------------------------------------- -------------------------------------
Delaware Macquarie Global $2,541,423 o 0.45% of first $500 million
Infrastructure Fund (DMGIF)
(Sub-advisor) o 0.425% of next $500 million
o 0.40% of next $1.5 billion
o 0.375% of all assets in excess
of $2.5 billion
-------------------------------------- ------------------------------------- -------------------------------------
MCIM has not waived, reduced or otherwise agreed to reduce its compensation
under any contract with MGU. In regard to DMGIF, both the Delaware Management
Company, the fund's adviser, and MCIM have agreed to jointly waive that portion,
if any, of their respective management fee and reimburse the fund to the extent
necessary, equally between the advisor and sub-advisor, to ensure that the total
annual operating expenses (excluding any 12b-1 plan expenses, taxes, interest,
brokerage fees, certain insurance costs, and non-routine expenses) do not exceed
1.20% of the average daily net assets of DMGIF through March 31, 2011.
THE ORIGINAL MCIM SUB-ADVISORY AGREEMENT
The Original MCIM Sub-Advisory Agreement was dated March 25, 2004 and was
approved by the Fund's initial shareholder on March 16, 2004. Since the
beginning of the Fund's last fiscal year, the continuation of the Original MCIM
Sub-Advisory Agreement was approved by the Board at meetings held on March 1-2,
2009 and March 21-22, 2010.
-15-
THE INTERIM MCIM SUB-ADVISORY AGREEMENT
Many of the terms of the Interim MCIM Sub-Advisory Agreement are
substantially the same as those of the Original MCIM Sub-Advisory Agreement;
however, in addition to various updates, there are differences in provisions
relating to the effective date and, consistent with the requirements of Rule
15a-4, termination and compensation. Unless terminated sooner in accordance with
its terms, the Interim MCIM Sub-Advisory Agreement will continue to be in effect
through the Interim Termination Date or until shareholders of the Fund approve
the New MCIM Sub-Advisory Agreement, whichever occurs first. In addition, the
Interim MCIM Sub-Advisory Agreement may be terminated by the Fund by action of
the Board or by a vote of a majority of the outstanding voting securities (as
defined in the 1940 Act and the rules and regulations thereunder) of the Fund
upon 10 calendar days' written notice to MCIM, without payment of any penalty.
The rate of compensation paid by the Fund to MCIM is the same under the
Interim MCIM Sub-Advisory Agreement, Original MCIM Sub-Advisory Agreement and
New MCIM Sub-Advisory Agreement. The compensation accrued under the Interim MCIM
Sub-Advisory Agreement, however, is to be held in an interest-bearing escrow
account with the Fund's custodian or another bank designated by the Fund. If the
New MCIM Sub-Advisory Agreement is approved by shareholders of the Fund by the
Interim Termination Date, the amount in the escrow account (including the
interest earned) will be paid to MCIM. However, if shareholders of the Fund do
not approve the New MCIM Sub-Advisory Agreement by such date, MCIM will be paid,
out of the escrow account, the lesser of: (i) any costs incurred by such
Sub-Advisor in performing services under the Interim MCIM Sub-Advisory Agreement
(plus interest earned on that amount while in escrow); or (ii) the total amount
in the escrow account (plus interest earned).
COMPARISON OF THE NEW MCIM SUB-ADVISORY AGREEMENT AND ORIGINAL MCIM SUB-ADVISORY
AGREEMENT
Below is a brief comparison of certain terms of the Original MCIM
Sub-Advisory Agreement to the corresponding terms of the New MCIM Sub-Advisory
Agreement. Many of the terms of the New MCIM Sub-Advisory Agreement, including
fees payable to such Sub-Advisor by the Fund thereunder, are substantially the
same in all material respects to the terms of the corresponding Original MCIM
Sub-Advisory Agreement; however the New MCIM Sub-Advisory Agreement includes a
new effective date and has been updated in certain other respects (including,
among other things, the elimination of certain provisions that are no longer
relevant). The form of the New MCIM Sub-Advisory Agreement is attached to this
Proxy Statement as Exhibit B and the description of the New MCIM Sub-Advisory
Agreement is qualified in its entirety by reference to such Exhibit.
Sub-Advisory Services. As was the case under the Original MCIM Sub-Advisory
Agreement, under the New MCIM Sub-Advisory Agreement, MCIM will furnish an
investment program in respect of, make investment decisions for, and place all
orders for the purchase and sale of securities for the portion of the Fund's
investment portfolio invested or to be invested in equity securities as well as
other securities and instruments issued by U.S. and non-U.S. issuers that
-16-
manage, own and/or operate infrastructure and utility assets in a select group
of countries (the "Core Component"), all on behalf of the Fund and subject to
the supervision of the Fund's Board and the Advisor. In addition, as was the
case under the Original MCIM Sub-Advisory Agreement, under the New MCIM
Sub-Advisory Agreement, MCIM is required to monitor the Fund's investments in
the Core Component and to comply with the provisions of the Fund's Declaration
of Trust and By-Laws and the stated investment objectives, policies and
restrictions of the Fund applicable to the Core Component.
Brokerage. As was the case under the Original MCIM Sub-Advisory Agreement,
the New MCIM Sub-Advisory Agreement authorizes MCIM to select the brokers or
dealers that will execute the purchases and sales of the Fund's securities with
respect to the Core Component on behalf of the Fund, and directs such
Sub-Advisor to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided.
Fees. As was the case under the Original MCIM Sub-Advisory Agreement, under
the New MCIM Sub-Advisory Agreement, the Fund will pay MCIM a portfolio
management fee on a quarterly basis. Both the Original MCIM Sub-Advisory
Agreement and the New MCIM Sub-Advisory Agreement provide that for services
provided and expenses assumed, the Fund will pay MCIM a portfolio management fee
(the "Core Management Fee") equal to:
(i) the annual rate of 0.60% multiplied by that portion of the Total
Assets (as defined below) comprising the Core Component; and
(ii) if the Total Assets (as defined below) are more than $250
million, an additional fee at the annual rate of 0.05% multiplied by that
portion of the Total Assets (as defined below) over $250 million.
To the extent MCIM invests a portion of the Core Component in unlisted
securities (the "Core Unlisted Portion"), the Fund will pay such Sub-Advisor a
supplemental portfolio management fee (the "Supplemental MCIM Management Fee,"
together with the Core Management Fee, the "MCIM Management Fee") equal to the
annual rate of 0.60% multiplied by the Total Assets (as defined below)
attributable to the Core Unlisted Portion; provided, however, that in no event
will the Core Unlisted Portion be deemed to exceed, for purposes of calculating
the Supplemental MCIM Management Fee, 25% of the Core Component. The
Supplemental MCIM Management Fee will be in addition to the Core Management Fee.
For purposes of calculating the MCIM Management Fee, "Total Assets" means
the average daily gross asset value of the Fund (including assets attributable
to the Fund's preferred shares, if any, and the principal amount of borrowings),
minus the sum of the Fund's accrued and unpaid dividends on any outstanding
preferred shares and accrued liabilities (other than the principal amount of any
borrowings incurred, commercial paper or notes or other forms of indebtedness
issued by the Fund and the liquidation preference of any outstanding preferred
shares). For the Fund's last fiscal year, the aggregate amount of fees paid by
the Fund to MCIM under the Original MCIM Sub-Advisory Agreement was $699,692.
-17-
Payment of Expenses. As was the case under the Original MCIM Sub-Advisory
Agreement, under the New MCIM Sub-Advisory Agreement, MCIM will agree to pay all
expenses it incurs in connection with its activities under such Agreement other
than the cost of securities and other assets.
Limitation on Liability. As was the case under the Original MCIM
Sub-Advisory Agreement, the New MCIM Sub-Advisory Agreement provides that MCIM
will not be liable for, and the Fund and the Advisor will not take any action
against such Sub-Advisor to hold such Sub-Advisor liable for, any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Sub-Advisor's duties under the Agreement, except
for a loss resulting from willful misfeasance, bad faith or gross negligence on
the part of such Sub-Advisor in the performance of its duties under the
Agreement, or by reason of its reckless disregard of its obligations and duties
under the Agreement.
Continuance. The Original MCIM Sub-Advisory Agreement initially became
effective on the same date as the Original Advisory Agreement for a two-year
term and could be continued thereafter for successive one-year periods if such
continuance was specifically approved at least annually in the manner required
by the 1940 Act and the rules and regulations thereunder. Similarly, if the New
MCIM Sub-Advisory Agreement is approved by shareholders, it will become
effective on the same date as the New Advisory Agreement and, if not terminated
earlier, it will expire on the two-year anniversary of the date of its
effectiveness unless continued and, thereafter, may be continued for successive
one-year periods if such continuance is specifically approved, at least
annually, in the manner required by the 1940 Act and the rules and regulations
thereunder.
Termination. As was the case under the Original MCIM Sub-Advisory
Agreement, the New MCIM Sub-Advisory Agreement provides that it (a) will
automatically terminate in the event of its assignment (as defined in the 1940
Act and the rules and regulations thereunder), (b) may be terminated at any time
without the payment of any penalty by the Advisor or MCIM upon 60 days' written
notice to the other parties, and (c) may be terminated by the Fund by action of
the Board or by a vote of a majority of the outstanding voting securities (as
defined in the 1940 Act and the rules and regulations thereunder) of the Fund
upon 60 days' written notice to such Sub-Advisor by the Fund without the payment
of any penalty. In addition, both the Original MCIM Sub-Advisory Agreement and
the New MCIM Sub-Advisory Agreement state that the Advisor and MCIM have entered
into an agreement that provides, among other things, that if the Advisor or the
Fund terminates or fails to renew such Agreement other than for cause, the
Advisor will resign as investment advisor to the Fund and will not be reinstated
as the Fund's investment advisor or sub-advisor.
Affiliated Brokerage Commissions
During the Fund's last fiscal year, the Fund paid $4,096 in brokerage
commissions (representing approximately 2.4% of the Fund's aggregate brokerage
commissions) to Macquarie Capital (USA), Inc., a broker that is affiliated with
MCIM by reason of common ownership.
-18-
SHAREHOLDER APPROVAL AND REQUIRED VOTE
To become effective, the New MCIM Sub-Advisory Agreement must be approved
by a vote of a majority of the outstanding voting securities of the Fund. The
"vote of a majority of the outstanding voting securities" of the Fund for this
purpose, as defined in the 1940 Act, means the vote of the lesser of (i) 67% or
more of the Shares of the Fund present at the Meeting if the holders of more
than 50% of the outstanding Shares of the Fund are present in person or
represented by proxy; or (ii) more than 50% of the outstanding Shares of the
Fund. For purposes of determining the approval of the New MCIM Sub-Advisory
Agreement, abstentions and broker non-votes will have the effect of a vote
against this Proposal.
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL 2 OR
HOW TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE ALTMAN GROUP,
INC., AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE
NEW MCIM SUB-ADVISORY AGREEMENT.
-19-
PROPOSAL 3: APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH FOUR CORNERS CAPITAL
MANAGEMENT, LLC FOR THE FUND
FOUR CORNERS CAPITAL MANAGEMENT, LLC
General and Organizational Information
Four Corners, located at 555 South Flower Street, Suite 3300, Los Angeles,
California 90071, was founded in 2001. Its clients include institutional
investors, corporations, and investment funds. Four Corners is registered as an
investment advisor under the Investment Advisers Act of 1940. As of August 31,
2010, Four Corners managed approximately $1.9 billion of assets, with an
emphasis on senior, secured floating rate loans. Four Corners is an indirect,
wholly owned subsidiary of Macquarie (see Proposal 2 above for additional
information about Macquarie).(2)
The names and principal occupations of the persons who are principal
executive officers of and directors of Four Corners are listed below:
---------------------------- ------------------------------------------- -----------------------------------------
NAME POSITION(S) WITH FOUR CORNERS PRINCIPAL OCCUPATION
---------------------------- ------------------------------------------- -----------------------------------------
Robert I. Bernstein Director, Division Director, Chief Investment Management
Investment Officer
---------------------------- ------------------------------------------- -----------------------------------------
Brett A. Byrd Chief Compliance Officer Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Dean Stewart Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Benjamin M. Bruck Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
Graham T. McDevitt Director Investment Management
---------------------------- ------------------------------------------- -----------------------------------------
The address of Mr. Bernstein and Mr. Byrd is 555 South Flower Street, Suite
3300, Los Angeles, California 90071. The address of Mr. Bruck, Mr. Stewart and
Mr. McDevitt is 2005 Market Street, Philadelphia, Pennsylvania 19103.
-------------------------
(2) More specifically, (1) Four Corners is a direct subsidiary of Macquarie
Capital Investment Management Inc. ("MCIMI") (which owns a 66.67%
interest) and Macquarie NE Holdings Inc. ("Macquarie Holdings") (which
owns a 33.33% interest); (2) MCIMI is a wholly owned subsidiary of
Macquarie Holdings; (3) Macquarie Holdings is a wholly owned subsidiary of
Macquarie Funding Holdings Inc. ("Macquarie Funding Holdings"); (4)
Macquarie Funding Holdings is a wholly owned subsidiary of Macquarie
Americas Holdings Pty Ltd. ("Macquarie Americas"); (5) Macquarie Americas
is a wholly owned subsidiary of Macquarie Bank Limited ("Macquarie Bank");
(6) Macquarie Bank is a wholly owned subsidiary of Macquarie B.H. Pty Ltd
("Macquarie B.H. Pty"); and (7) Macquarie B.H. Pty is a wholly owned
subsidiary of Macquarie. The address of each of the foregoing entities
except Four Corners, Macquarie Americas, Macquarie Bank, Macquarie B.H.
Pty and Macquarie is 125 West 55th Street, Level 10, New York, New York
10019. The address of Four Corners is 555 South Flower Street, Suite 3300,
Los Angeles, California 90071. The address of Macquarie Americas,
Macquarie Bank, Macquarie B.H. Pty and Macquarie is No. 1 Martin Place,
Sydney, New South Wales 2000, Australia.
-20-
THE ORIGINAL FOUR CORNERS SUB-ADVISORY AGREEMENT
The Original Four Corners Sub-Advisory Agreement was dated March 25, 2004
and was approved by the Fund's initial shareholder on March 16, 2004. Since the
beginning of the Fund's last fiscal year, the continuation of the Original Four
Corners Sub-Advisory Agreement was approved by the Board at meetings held on
March 1-2, 2009 and March 21-22, 2010.
THE INTERIM FOUR CORNERS SUB-ADVISORY AGREEMENT
Many of the terms of the Interim Four Corners Sub-Advisory Agreement are
substantially the same as those of the Original Four Corners Sub-Advisory
Agreement; however, in addition to various updates, there are differences in
provisions relating to the effective date and, consistent with the requirements
of Rule 15a-4, termination and compensation. Unless terminated sooner in
accordance with its terms, the Interim Four Corners Sub-Advisory Agreement will
continue to be in effect through the Interim Termination Date or until
shareholders of the Fund approve the New Four Corners Sub-Advisory Agreement,
whichever occurs first. In addition, the Interim Four Corners Sub-Advisory
Agreement may be terminated by the Fund by action of the Board or by a vote of a
majority of the outstanding voting securities (as defined in the 1940 Act and
the rules and regulations thereunder) of the Fund upon 10 calendar days' written
notice to Four Corners, without payment of any penalty.
The rate of compensation paid by the Fund to Four Corners is the same under
the Interim Four Corners Sub-Advisory Agreement, Original Four Corners
Sub-Advisory Agreement and New Four Corners Sub-Advisory Agreement. The
compensation accrued under the Interim Four Corners Sub-Advisory Agreement,
however, is to be held in an interest-bearing escrow account with the Fund's
custodian or another bank designated by the Fund. If the New Four Corners
Sub-Advisory Agreement is approved by shareholders of the Fund by the Interim
Termination Date, the amount in the escrow account (including the interest
earned) will be paid to Four Corners. However, if shareholders of the Fund do
not approve the New Four Corners Sub-Advisory Agreement by such date, Four
Corners will be paid, out of the escrow account, the lesser of: (i) any costs
incurred by such Sub-Advisor in performing services under the Interim Four
Corners Sub-Advisory Agreement (plus interest earned on that amount while in
escrow); or (ii) the total amount in the escrow account (plus interest earned).
COMPARISON OF THE NEW FOUR CORNERS SUB-ADVISORY AGREEMENT AND ORIGINAL FOUR
CORNERS SUB-ADVISORY AGREEMENT
Below is a brief comparison of certain terms of the Original Four Corners
Sub-Advisory Agreement to the corresponding terms of the New Four Corners
Sub-Advisory Agreement. Many of the terms of the New Four Corners Sub-Advisory
Agreement, including fees payable to such Sub-Advisor by the Fund thereunder,
are substantially the same in all material respects to the terms of the
corresponding Original Four Corners Sub-Advisory Agreement; however the New Four
Corners Sub-Advisory Agreement includes a new effective date and has been
updated in certain other respects. The form of the New Four Corners Sub-Advisory
Agreement is attached to this Proxy Statement as Exhibit C and the description
of the New Four Corners Sub-Advisory Agreement is qualified in its entirety by
reference to such Exhibit.
-21-
Sub-Advisory Services. As was the case under the Original Four Corners
Sub-Advisory Agreement, under the New Four Corners Sub-Advisory Agreement, Four
Corners will furnish an investment program in respect of, make investment
decisions for, and place all orders for the purchase and sale of securities for
the portion of the Fund's investment portfolio invested or to be invested in
U.S. dollar denominated senior secured floating-rate loans issued by U.S. and
non-U.S. issuers that manage, own and/or operate infrastructure and utility
assets (the "Senior Loan Component"), all on behalf of the Fund and subject to
the supervision of the Fund's Board and the Advisor. In addition, as was the
case under the Original Four Corners Sub-Advisory Agreement, under the New Four
Corners Sub-Advisory Agreement, Four Corners is required to monitor the Fund's
investments in the Senior Loan Component and to comply with the provisions of
the Fund's Declaration of Trust and By-Laws and the stated investment
objectives, policies and restrictions of the Fund applicable to the Senior Loan
Component.
Brokerage. As was the case under the Original Four Corners Sub-Advisory
Agreement, the New Four Corners Sub-Advisory Agreement authorizes Four Corners
to select the brokers, dealers or banks that will execute the purchases and
sales of the Fund's assets comprising the Senior Loan Component on behalf of the
Fund upon such instructions as may be given or authorized by such Sub-Advisor.
In this regard, in placing orders for corporate loans, which are generally
privately negotiated principal transactions, Four Corners may select the agent
bank or selling party, in its discretion, in a manner consistent with the
principles of best execution. The selection of the agent or selling party will
be determined by Four Corners based upon a number of factors, including the best
price obtainable, dealer spread or commission, size and difficulty of
transaction, the desired time of the trade, confidentiality, execution and
operational capabilities, ongoing borrower diligence, reputation for integrity,
sound financial condition and practices and research or other services provided.
Fees. As was the case under the Original Four Corners Sub-Advisory
Agreement, under the New Four Corners Sub-Advisory Agreement, the Fund will pay
Four Corners a portfolio management fee on a quarterly basis. Both the Original
Four Corners Sub-Advisory Agreement and the New Four Corners Sub-Advisory
Agreement provide that for services provided and expenses assumed, the Fund will
pay Four Corners a portfolio management fee (the "Four Corners Management Fee")
equal to the annual rate of 0.60% multiplied by that portion of the Total Assets
comprising the Senior Loan Component. For purposes of calculating the Four
Corners Management Fee, "Total Assets" means the average daily gross asset value
of the Fund (including assets attributable to the Fund's preferred shares, if
any, and the principal amount of borrowings), minus the sum of the Fund's
accrued and unpaid dividends on any outstanding preferred shares and accrued
liabilities (other than the principal amount of any borrowings incurred,
commercial paper or notes or other forms of indebtedness issued by the Fund and
the liquidation preference of any outstanding preferred shares). For the Fund's
last fiscal year, the aggregate amount of fees paid by the Fund to Four Corners
under the Original Four Corners Sub-Advisory Agreement was $156,410.
Payment of Expenses. As was the case under the Original Four Corners
Sub-Advisory Agreement, under the New Four Corners Sub-Advisory Agreement, Four
Corners will agree to pay all expenses it incurs in connection with its
activities under such Agreement other than the cost of securities and other
assets.
-22-
Limitation on Liability. As was the case under the Original Four Corners
Sub-Advisory Agreement, the New Four Corners Sub-Advisory Agreement provides
that Four Corners will not be liable for, and the Fund and the Advisor will not
take any action against such Sub-Advisor to hold such Sub-Advisor liable for,
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of such Sub-Advisor's duties under the
Agreement, except for a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of such Sub-Advisor in the performance of its
duties under the Agreement, or by reason of its reckless disregard of its
obligations and duties under the Agreement.
Continuance. The Original Four Corners Sub-Advisory Agreement initially
became effective on the same date as the Original Advisory Agreement for a
two-year term and could be continued thereafter for successive one-year periods
if such continuance was specifically approved at least annually in the manner
required by the 1940 Act and the rules and regulations thereunder. Similarly, if
the New Four Corners Sub-Advisory Agreement is approved by shareholders, it will
become effective on the same date as the New Advisory Agreement and, if not
terminated earlier, it will expire on the two-year anniversary of the date of
its effectiveness unless continued and, thereafter, may be continued for
successive one-year periods if such continuance is specifically approved, at
least annually, in the manner required by the 1940 Act and the rules and
regulations thereunder.
Termination. As was the case under the Original Four Corners Sub-Advisory
Agreement, the New Four Corners Sub-Advisory Agreement provides that it (a) will
automatically terminate in the event of its assignment (as defined in the 1940
Act and the rules and regulations thereunder), (b) may be terminated at any time
without the payment of any penalty by the Advisor or Four Corners upon 60 days'
written notice to the other parties, and (c) may be terminated by the Fund by
action of the Board or by a vote of a majority of the outstanding voting
securities (as defined in the 1940 Act and the rules and regulations thereunder)
of the Fund upon 60 days' written notice to such Sub-Advisor by the Fund without
the payment of any penalty. In addition, both the Original Four Corners
Sub-Advisory Agreement and the New Four Corners Sub-Advisory Agreement state
that the Advisor and Four Corners have entered into an agreement that provides,
among other things, that if the Advisor or the Fund terminates or fails to renew
such Agreement other than for cause, the Advisor will resign as investment
advisor to the Fund and will not be reinstated as the Fund's investment advisor
or sub-advisor.
SHAREHOLDER APPROVAL AND REQUIRED VOTE
To become effective, the New Four Corners Sub-Advisory Agreement must be
approved by a vote of a majority of the outstanding voting securities of the
Fund. The "vote of a majority of the outstanding voting securities" of the Fund
for this purpose, as defined in the 1940 Act, means the vote of the lesser of
(i) 67% or more of the Shares of the Fund present at the Meeting if the holders
of more than 50% of the outstanding Shares of the Fund are present in person or
represented by proxy; or (ii) more than 50% of the outstanding Shares of the
Fund. For purposes of determining the approval of the New Four Corners
Sub-Advisory Agreement, abstentions and broker non-votes will have the effect of
a vote against this Proposal.
-23-
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING PROPOSAL 3 OR
HOW TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE ALTMAN GROUP,
INC., AT (866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE THE NEW
FOUR CORNERS SUB-ADVISORY AGREEMENT.
-24-
ADDITIONAL INFORMATION
THE ADMINISTRATOR, ACCOUNTING AGENT AND TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc. acts as the administrator,
accounting agent and transfer agent to the Fund and its principal U.S. office is
located at 4400 Computer Drive, Westborough, Massachusetts 01581.
BENEFICIAL OWNERSHIP OF SHARES
Control Persons and Principal Holders
To the knowledge of the Board of Trustees, as of the Record Date, no single
shareholder or "group" (as that term is used in Section 13(d) of the 1934 Act)
beneficially owned more than 5% of the Fund's outstanding Shares, except as
described in the following table. Information below as to beneficial ownership
of Shares, including percentage of Shares beneficially owned, is based on a
securities position listing report from The Depository Trust & Clearing
Corporation as of the Record Date. The Fund does not have any knowledge of the
identity of the ultimate beneficiaries of the Shares listed below. A control
person is one who owns, either directly or indirectly, more than 25% of the
voting securities of the Fund or acknowledges the existence of control.
SHAREHOLDER AND ADDRESS PERCENT OWNERSHIP NUMBER OF SHARES HELD
----------------------- ----------------- ---------------------
Charles Schwab & Co., Inc. 5.72% 519,257
2423 E. Lincoln Drive
Phoenix, AZ 85016
First Clearing, LLC 6.42% 583,190
One North Jefferson Street
St. Louis, MO 63103
Merrill Lynch, Pierce Fenner & Smith Safekeeping 13.63% 1,237,357
101 Hudson Street
8th Floor
Jersey City, NJ 07302
National Financial Services LLC 7.22% 655,032
200 Liberty Street
New York, NY 10281
Raymond James & Associates, Inc. 5.30% 480,940
880 Carilion Parkway
P.O. Box 12749
St. Petersburg, FL 33716
-25-
RBC Capital Markets Corporation 5.60% 508,296
510 Marquette Avenue South
Minneapolis, MN 55402
State Street Bank and Trust Company 5.60% 507,999
1776 Heritage Drive
North Quincy, MA 02171
Trustees and Officers
As of July 31, 2010, the Trustees of the Fund beneficially owned the
following number of Shares of the Fund:
------------------------------------- ----------------------------------------
TRUSTEE SHARES OWNED
------------------------------------- ----------------------------------------
INTERESTED TRUSTEE
------------------------------------- ----------------------------------------
James A. Bowen 0
------------------------------------- ----------------------------------------
INDEPENDENT TRUSTEES
------------------------------------- ----------------------------------------
Richard E. Erickson 672
------------------------------------- ----------------------------------------
Thomas R. Kadlec 800
------------------------------------- ----------------------------------------
Robert F. Keith 2,932
------------------------------------- ----------------------------------------
Niel B. Nielson 739
------------------------------------- ----------------------------------------
As of July 31, 2010, (1) each Trustee beneficially owned less than 1% of
the outstanding Shares of the Fund and (2) the Trustees and officers as a group
beneficially owned 5,143 Shares of the Fund, which is less than 1% of the Fund's
outstanding Shares.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
the Fund to be held in 2011, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of the Fund at 120 East
Liberty Drive, Suite 400, Wheaton, Illinois 60187, not later than November 22,
2010.
Any proposals by shareholders may only be brought before an annual meeting
of the Fund if timely written notice (the "Shareholder Notice") is provided to
the Secretary of the Fund. In accordance with the advance notice provisions
included in the Fund's By-Laws, unless a greater or lesser period is required
under applicable law, to be timely, the Shareholder Notice must be delivered to
or mailed and received at the Fund's address, 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, Attn: W. Scott Jardine, not less than forty-five (45)
days nor more than sixty (60) days prior to the first anniversary date of the
date of the proxy statement released to shareholders for the preceding year's
annual meeting. However, if and only if the annual meeting is not scheduled to
be held within a period that commences thirty (30) days before the first
anniversary date of the annual meeting for the preceding year and ends thirty
(30) days after such anniversary date (an annual meeting date outside such
period being referred to herein as an "Other Annual Meeting Date"), such
-26-
Shareholder Notice must be given as described above by the later of the close of
business on (i) the date forty-five (45) days prior to such Other Annual Meeting
Date or (ii) the tenth (10th) business day following the date such Other Annual
Meeting Date is first publicly announced or disclosed.
Timely submission of a proposal does not mean that such proposal will be
included in a proxy statement.
SHAREHOLDER COMMUNICATIONS
Shareholders of the Fund who want to communicate with the Board of Trustees
or any individual Trustee should write the Fund to the attention of the Fund
Secretary, W. Scott Jardine. The letter should indicate that you are a Fund
shareholder. If the communication is intended for a specific Trustee and so
indicates, it will be sent only to that Trustee. If a communication does not
indicate a specific Trustee, it will be sent to the chairman of the Nominating
and Governance Committee of the Board and the independent legal counsel to the
Independent Trustees for further distribution as deemed appropriate by such
persons.
FISCAL YEAR
The fiscal year end for the Fund is November 30.
DELIVERY OF CERTAIN DOCUMENTS
Annual reports will be sent to shareholders of record of the Fund following
the Fund's fiscal year end. The Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report as available upon request. Such written
or oral requests should be directed to the Fund at 120 East Liberty Drive, Suite
400, Wheaton, Illinois 60187 or by calling (800) 988-5891.
Please note that only one annual or semi-annual report, proxy statement or
Notice of Internet Availability of Proxy Materials, as applicable, may be
delivered to two or more shareholders of the Fund who share an address, unless
the Fund has received instructions to the contrary. To request a separate copy
of an annual or semi-annual report, proxy statement or Notice of Internet
Availability of Proxy Materials, as applicable, or for instructions as to how to
request a separate copy of such documents or as to how to request a single copy
if multiple copies of such documents are received, shareholders should contact
the Fund at the address and phone number set forth above. Pursuant to a request,
a separate copy will be delivered promptly.
OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote thereon
according to their best judgment in the interests of the Fund.
-27-
Dated: October 19, 2010
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE OR ALTERNATIVELY, TO VOTE BY TELEPHONE OR
THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.
IF YOU NEED ANY ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSALS OR HOW
TO VOTE YOUR SHARES, CALL THE FUND'S PROXY SOLICITOR, THE ALTMAN GROUP, INC., AT
(866) 530-8634 WEEKDAYS FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.
--------------------------------------------------------------------------------
-28-
EXHIBIT A
FORM OF
NEW ADVISORY AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT made this [ ] day of [ ], [ ], by and
between MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME
FUND, a Massachusetts business trust (the "Fund"), and FIRST TRUST ADVISORS
L.P., an Illinois limited partnership (the "Adviser").
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby engages the Adviser to act as the investment adviser
for, and to manage the investment and reinvestment of the assets of the Fund in
accordance with the Fund's investment objective and policies and limitations,
and to administer the Fund's affairs to the extent requested by and subject to
the supervision of the Board of Trustees of the Fund for the period and upon the
terms herein set forth. The investment of the Fund's assets shall be subject to
the Fund's policies, restrictions and limitations with respect to securities
investments as set forth in the Fund's most recent effective registration
statement under the Investment Company Act of 1940 (the "1940 Act") and as such
policies, restrictions and limitations may be amended by the Board of Trustees
of the Fund from time to time, and all applicable laws and the regulations of
the Securities and Exchange Commission relating to the management of registered
closed-end management investment companies.
The Adviser accepts such engagement and agrees during such period to render
such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services (other than such services, if any,
provided by the Fund's transfer agent, administrator or other service providers)
for the Fund, to permit any of its officers or employees to serve without
compensation as trustees or officers of the Fund if elected to such positions,
and to assume the obligations herein set forth for the compensation herein
provided. The Adviser shall at its own expense furnish all executive and other
personnel, office space, and office facilities required to render the investment
management and administrative services set forth in this Agreement. In the event
that the Adviser pays or assumes any expenses of the Fund not required to be
paid or assumed by the Adviser under this Agreement, the Adviser shall not be
obligated hereby to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve the Adviser of
any obligation to the Fund under any separate agreement or arrangement between
the parties.
A-1
2. The Adviser shall, for all purposes herein provided, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for nor represent the Fund in any way, nor
otherwise be deemed an agent of the Fund.
3. For the services and facilities described in Section 1, the Fund will
pay to the Adviser, at the end of each fiscal quarter, and the Adviser agrees to
accept as full compensation therefore, an investment management fee equal to the
annual rate of 0.40% of the Fund's Total Assets, as such term is defined herein,
for Total Assets of the Fund up to and including $250 million and 0.35% of the
Fund's Total Assets for Total Assets of the Fund over $250 million. "Total
Assets" means the average daily gross asset value of the Fund (including assets
attributable to the Fund's preferred shares, if any, and the principal amount of
borrowings), minus the sum of the Fund's accrued and unpaid dividends on any
outstanding preferred shares and accrued liabilities (other than the principal
amount of any borrowings incurred, commercial paper or notes issued by the Fund
and the liquidation preference of any outstanding preferred shares).
For the quarter and year in which this Agreement becomes effective, or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement shall have been in effect during the quarter and
year, respectively. The services of the Adviser to the Fund under this Agreement
are not to be deemed exclusive, and the Adviser shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.
4. The Adviser shall arrange for suitably qualified officers or employees
of the Adviser to serve, without compensation from the Fund, as trustees,
officers or agents of the Fund, if duly elected or appointed to such positions,
and subject to their individual consent and to any limitations imposed by law.
5. For purposes of this Agreement, brokerage commissions paid by the Fund
upon the purchase or sale of the Fund's portfolio securities shall be considered
a cost of securities of the Fund and shall be paid by the Fund.
6. Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of the Fund's securities on behalf of the Fund,
and is directed to use its commercially reasonable efforts to obtain best
execution, which includes most favorable net results and execution of the Fund's
orders, taking into account all appropriate factors, including price, dealer
spread or commission, size and difficulty of the transaction and research or
other services provided. Subject to approval by the Fund's Board of Trustees and
to the extent permitted by and in conformance with applicable law (including
Rule 17e-1 of the 1940 Act), Adviser may select brokers or dealers affiliated
with Adviser. It is understood that Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of
any obligation owing to the Fund under this Agreement, or otherwise, solely by
reason of its having caused the Fund to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for the
Fund in excess of the amount of commission another member of an exchange, broker
or dealer would have charged if Adviser determined in good faith that the
commission paid was reasonable in relation to the brokerage or research services
A-2
provided by such member, broker or dealer, viewed in terms of that particular
transaction or Adviser's overall responsibilities with respect to its accounts,
including the Fund, as to which it exercises investment discretion. In addition,
if in the judgment of Adviser, the Fund would be benefited by supplemental
services, Adviser is authorized to pay spreads or commissions to brokers or
dealers furnishing such services in excess of spreads or commissions that
another broker or dealer may charge for the same transaction, provided that
Adviser determined in good faith that the commission or spread paid was
reasonable in relation to the services provided and complies with the Fund's
policies and procedures.
In addition, Adviser may, to the extent permitted by applicable law,
aggregate purchase and sale orders of securities with similar orders being made
simultaneously for other accounts managed by Adviser or its affiliates, if in
Adviser's reasonable judgment such aggregation shall result in an overall
economic benefit to the Fund, taking into consideration the selling or purchase
price, brokerage commissions and other expenses. In the event that a purchase or
sale of an asset of the Fund occurs as part of any aggregate sale or purchase
orders, the objective of Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in an
equitable manner. Nevertheless, the Fund acknowledges that under some
circumstances, such allocation may adversely affect the Fund with respect to the
price or size of the securities positions obtainable or salable. Whenever the
Fund and one or more other investment advisory clients of Adviser have available
funds for investment, investments suitable and appropriate for each will be
allocated in a manner believed by Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
is possible that due to differing investment objectives or for other reasons,
Adviser and its affiliates may purchase securities of an issuer for one client
and at approximately the same time recommend selling or sell the same or similar
types of securities for another client.
Adviser will not arrange purchases or sales of securities between the Fund
and other accounts advised by Adviser or its affiliates unless (a) such
purchases or sales are in accordance with applicable law (including Rule 17a-7
of the 1940 Act) and the Fund's policies and procedures, (b) Adviser determines
the purchase or sale is in the best interests of the Fund, and (c) the Fund's
Board of Trustees have approved these types of transactions.
Subject to approval by the Fund's Board of Trustees and compliance with
applicable law and the Fund's investment objectives, policies and restrictions,
the Adviser may cause the Fund to invest in securities of issuers advised or
managed by persons affiliated with Adviser.
To the extent the Fund seeks to adopt, amend or eliminate any objectives,
policies, restrictions or procedures in a manner that modifies or restricts
Adviser's authority regarding the execution of the Fund's portfolio
transactions, the Fund agrees to use reasonable commercial efforts to consult
with the Adviser regarding the modifications or restrictions prior to such
adoption, amendment or elimination.
Adviser will communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may reasonably
A-3
request. In no instance will portfolio securities be purchased or sold to
Adviser or any affiliated person of either the Fund or Adviser, except as may be
permitted under the 1940 Act.
Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to fiduciary accounts for which
it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects and in addition
will conduct its activities under this Agreement in accordance with any
applicable regulations of any governmental authority pertaining to its
investment advisory activities;
(c) will report regularly to the Board of Trustees of the Fund
(generally on a quarterly basis) and will make appropriate persons
available for the purpose of reviewing with representatives of the Board of
Trustees on a regular basis at reasonable times the management of the Fund,
including, without limitation, review of the general investment strategies
of the Fund, the performance of the Fund's investment portfolio in relation
to relevant standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to
the Fund's securities transactions as required under applicable law and
will prepare and furnish the Fund's Board of Trustees such periodic and
special reports as the Board may reasonably request. Adviser further agrees
that all records which it maintains for the Fund are the property of the
Fund and Adviser will surrender promptly to the Fund any such records upon
the request of the Fund (however, Adviser shall be permitted to retain
copies thereof).
7. Subject to applicable statutes and regulations, it is understood that
officers, trustees, or agents of the Fund are, or may be, interested persons (as
such term is defined in the 1940 Act and the rules and regulations thereunder)
of the Adviser as officers, directors, agents, shareholders or otherwise, and
that the officers, directors, shareholders and agents of the Adviser may be
interested persons of the Fund otherwise than as trustees, officers or agents.
8. The Adviser shall not be liable for any loss sustained by reason of the
purchase, sale or retention of any security, whether or not such purchase, sale
or retention shall have been based upon the investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been selected with due care and in good faith, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser
in the performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
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9. Subject to obtaining the initial and periodic approvals required under
Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers for
the purpose of furnishing one or more of the services described in Section 1
hereof with respect to the Fund. Retention of a sub-adviser shall in no way
reduce the responsibilities or obligations of the Adviser under this Agreement
and the Adviser shall be responsible to the Fund for all acts or omissions of
any sub-adviser in connection with the performance of the Adviser's duties
hereunder.
10. The Fund acknowledges that Adviser now acts, and intends in the future
to act, as an investment adviser to other managed accounts and as investment
adviser or investment sub-adviser to one or more other investment companies. In
addition, the Fund acknowledges that the persons employed by Adviser to assist
in Adviser's duties under this Agreement will not devote their full time to such
efforts. It is also agreed that Adviser may use any supplemental research
obtained for the benefit of the Fund in providing investment advice to its other
investment advisory accounts and for managing its own accounts.
11. This Agreement shall be effective on the date provided above, provided
it has been approved by a vote of a majority of the outstanding voting
securities of the Fund in accordance with the requirements of the 1940 Act. This
Agreement shall continue in effect until the two-year anniversary of the date of
its effectiveness, unless and until terminated by either party as hereinafter
provided, and shall continue in force from year to year thereafter, but only as
long as such continuance is specifically approved, at least annually, in the
manner required by the 1940 Act.
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of any penalty
by the Fund or by the Adviser upon sixty (60) days' written notice to the other
party. The Fund may effect termination by action of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund, accompanied
by appropriate notice. This Agreement may be terminated, at any time, without
the payment of any penalty, by the Board of Trustees of the Fund, or by vote of
a majority of the outstanding voting securities of the Fund, in the event that
it shall have been established by a court of competent jurisdiction that the
Adviser, or any officer or director of the Adviser, has taken any action which
results in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation, described in Section
3, earned prior to such termination. The terms "assignment" and "vote of the
majority outstanding voting securities" shall have the meanings set forth in the
1940 Act and the rules and regulations thereunder.
12. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
13. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for receipt of such notice.
14. All parties hereto are expressly put on notice of the Fund's
Declaration of Trust and all amendments thereto, a copy of which is on file with
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the Secretary of the Commonwealth of Massachusetts and the limitation of
shareholder and trustee liability contained therein. This Agreement is executed
on behalf of the Fund by the Fund's officers as officers and not individually
and the obligations imposed upon the Fund by this Agreement are not binding upon
any of the Fund's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund, and persons dealing with
the Fund must look solely to the assets of the Fund for the enforcement of any
claims.
15. This Agreement shall be construed in accordance with applicable federal
law and (except as to Section 14 hereof which shall be construed in accordance
with the laws of Massachusetts) the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND
By:______________________________
Name:
Title:
ATTEST: ____________________________
Name:
Title:
FIRST TRUST ADVISORS L.P.
By:______________________________
Name:
Title:
ATTEST: ____________________________
Name:
Title:
A-7
EXHIBIT B
FORM OF
NEW MCIM SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this [ ] day of [ ], by and among Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, a Massachusetts
business trust (the "Fund"), First Trust Advisors L.P., an Illinois limited
partnership and a federally registered investment adviser ("Manager"), and
Macquarie Capital Investment Management LLC, a Delaware limited liability
company and a federally registered investment adviser ("Sub-Adviser").
WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has retained Manager to serve as the investment manager
for the Fund pursuant to an Investment Management Agreement between Manager and
the Fund (as such agreement may be modified from time to time, "Management
Agreement");
WHEREAS, Management Agreement provides that Manager may, subject to the
initial and periodic approvals required under Section 15 of the 1940 Act,
appoint one or more sub-advisers for the purpose of furnishing certain services
required under Management Agreement; and
WHEREAS, the Fund and Manager desire to retain Sub-Adviser to furnish
investment advisory services for a certain designated portion of the Fund's
investment portfolio, upon the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. The Fund and Manager hereby appoint Sub-Adviser to provide
certain sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. Services to be Performed. Subject always to the supervision of Fund's
Board of Trustees and Manager, Sub-Adviser will act as sub-adviser for, manage
the investment and reinvestment of the Fund's assets with respect to, furnish an
investment program in respect of, make investment decisions for, and place all
orders for the purchase and sale of securities for the portion of the Fund's
investment portfolio invested or to be invested in equity securities as well as
other securities and instruments issued by U.S. and non-U.S. issuers that
manage, own and/or operate infrastructure and utility assets in a select group
of countries (the "Core Component") all on behalf of the Fund and as described
in the Fund's most recent registration statement on Form N-2 as declared
effective by the Securities and Exchange Commission and as the same may be
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amended from time to time (the "Registration Statement"). In the performance of
its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will
monitor the Fund's investments in the Core Component, and will comply with the
provisions of the Fund's Declaration of Trust and By-laws, as amended from time
to time and communicated by the Fund or Manager to Sub-Adviser in writing, and
the stated investment objectives, policies and restrictions of the Fund
applicable to the Core Component, as such objectives, policies and restrictions
may subsequently be changed by the Fund's Board of Trustees and communicated by
the Fund or Manager to Sub-Adviser in writing. The Fund or Manager will promptly
provide Sub-Adviser with current copies of the Fund's Declaration of Trust,
By-laws, prospectus, statement of additional information and any amendments to
any thereof.
Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of the Fund's securities with respect to the
Core Component on behalf of the Fund, and is directed to use its commercially
reasonable efforts to obtain best execution, which includes most favorable net
results and execution of the Fund's orders, taking into account all appropriate
factors, including price, dealer spread or commission, size and difficulty of
the transaction and research or other services provided. Subject to compliance
with the policies and procedures adopted by the Board of Trustees for the Fund
and to the extent permitted by and in conformance with applicable law (including
Rule 17e-1 of the 1940 Act), Sub-Adviser may select brokers or dealers
affiliated with Sub-Adviser. It is understood that Sub-Adviser will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Fund, or be in breach of any obligation owing to the Fund under this Agreement,
or otherwise, solely by reason of its having caused the Fund to pay a member of
a securities exchange, a broker or a dealer a commission for effecting a
transaction for the Fund in excess of the amount of commission another member of
an exchange, broker or dealer would have charged if Sub-Adviser determined in
good faith that the commission paid was reasonable in relation to the brokerage
or research services provided by such member, broker or dealer, viewed in terms
of that particular transaction or Sub-Adviser's overall responsibilities with
respect to its accounts, including the Fund, as to which it exercises investment
discretion. In addition, if in the judgment of Sub-Adviser, the Fund would be
benefited by supplemental services, Sub-Adviser is authorized to pay spreads or
commissions to brokers or dealers furnishing such services in excess of spreads
or commissions that another broker or dealer may charge for the same
transaction, provided that Sub-Adviser determined in good faith that the
commission or spread paid was reasonable in relation to the services provided
and complies with the Fund's policies and procedures.
In addition, Sub-Adviser may, to the extent permitted by applicable law,
aggregate purchase and sale orders of securities placed with respect to the Core
Component with similar orders being made simultaneously for other accounts
managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable
judgment such aggregation shall result in an overall economic benefit to the
Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of Sub-Adviser and any of its affiliates involved in such transaction
shall be to allocate the securities so purchased or sold, as well as expenses
incurred in the transaction, among the Fund and other accounts in an equitable
manner. Nevertheless, the Fund and Manager acknowledge that under some
circumstances, such allocation may adversely affect the Fund with respect to the
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price or size of the positions obtainable or salable. Whenever the Fund and one
or more other investment advisory clients of Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in a manner believed by Sub-Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
is possible that due to differing investment objectives or for other reasons,
Sub-Adviser and its affiliates may purchase securities of an issuer for one
client and at approximately the same time recommend selling or sell the same or
similar types of securities for another client.
Sub-Adviser will not arrange purchases or sales of securities between the
Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such
purchases or sales are in accordance with applicable law (including Rule 17a-7
of the 1940 Act) and the Fund's policies and procedures, (b) Sub-Adviser
determines the purchase or sale is in the best interests of the Fund, and (c)
the Fund's Board of Trustees have approved these types of transactions.
Subject to compliance with applicable law, the Fund's investment
objectives, policies and restrictions and the policies and procedures adopted by
the Board of Trustee for the Fund, Sub-Adviser may cause the Fund to invest in
securities of issuers advised or managed by persons affiliated with Sub-Adviser.
To the extent the Fund seeks to adopt, amend or eliminate any objectives,
policies, restrictions or procedures in a manner that modifies or restricts
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions, the Fund agrees to use reasonable commercial efforts to consult
with Sub-Adviser regarding the modifications or restrictions prior to such
adoption, amendment or elimination.
Sub-Adviser will communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may reasonably
request. In no instance will portfolio securities be purchased from or sold to
Manager, Sub-Adviser or any affiliated person of any of the Fund, Manager, or
Sub-Adviser, except as may be permitted under the 1940 Act.
Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(b) will, in all material respects, conform to all applicable Rules
and Regulations of the Securities and Exchange Commission and comply with
all policies and procedures adopted by the Board of Trustees for the Fund
and communicated to Sub-Adviser in writing and, in addition, will conduct
its activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to its investment
advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of
the Fund (generally on a quarterly basis) and will make appropriate persons
B-3
available for the purpose of reviewing with representatives of Manager and
the Board of Trustees on a regular basis at reasonable times the management
of the Fund, including, without limitation, review of the general
investment strategies of the Fund, the performance of the Fund's investment
portfolio in relation to relevant standard industry indices and general
conditions affecting the marketplace and will provide various other reports
from time to time as reasonably requested by Manager or the Board of
Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to
the Fund's securities transactions for the Core Component as required for
registered investment advisers under applicable law or as otherwise
reasonably requested by Manager and will prepare and furnish Manager and
the Fund's Board of Trustees such periodic and special reports as the Board
or Manager may reasonably request. Sub-Adviser further agrees that all
records that it maintains for the Fund are the property of the Fund and
Sub-Adviser will surrender promptly to the Fund any such records upon the
request of Manager or the Fund; provided, however, that Sub-Adviser shall
be permitted to retain copies thereof and shall be permitted to retain
originals (with copies to the Fund) to the extent required under Rule 204-2
of the Investment Advisers Act of 1940 or other applicable law.
The Sub-Adviser's duties and obligations shall be limited to those
expressly set out in this Agreement. The Manager and the Fund acknowledge such
limitation.
3. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities and other assets (including, legal expenses
and the costs and expenses of due diligence undertaken by third parties incurred
by the Sub-Adviser in connection with the purchase or proposed purchase of such
securities or assets, previously approved in writing by the Fund's Chief
Financial Officer, and brokerage commissions, if any). However, if approved in
writing by the Fund's Chief Financial Officer, Sub-Adviser may be reimbursed for
certain extraordinary expenses.
4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Fund will pay Sub-Adviser, and, subject to the
Supplemental Management Fee (defined below), Sub-Adviser agrees to accept as
full compensation therefore, a portfolio management fee (the "Core Management
Fee") equal to:
(i) the annual rate of 0.60% multiplied by that portion of the Total
Assets comprising the Core Component; and
(ii) if the Total Assets are more than $250 million, an additional
fee at the annual rate of 0.05% multiplied by that portion of the Total
Assets over $250 million.
To the extent Sub-Adviser invests a portion of the Core Component in
unlisted securities (the "Core Unlisted Portion"), the Fund will pay Sub-Adviser
a supplemental portfolio management fee (the "Supplemental Management Fee",
together with the Core Management Fee, the "Management Fee") equal to the annual
B-4
rate of 0.60% multiplied by the Total Assets attributable to the Core Unlisted
Portion; provided, however, that in no event shall the Core Unlisted Portion be
deemed to exceed, for purposes of calculating the Supplemental Management Fee,
25% of the Core Component. The Supplemental Fee shall be in addition to the Core
Management Fee.
For purposes of calculating the Management Fee, "Total Assets" means the
average daily gross asset value of the Fund (including assets attributable to
the Fund's preferred shares, if any, and the principal amount of borrowings),
minus the sum of the Fund's accrued and unpaid dividends on any outstanding
preferred shares and accrued liabilities (other than the principal amount of any
borrowings incurred, commercial paper or notes or other forms of indebtedness
issued by the Fund and the liquidation preference of any outstanding preferred
shares). The Management Fee shall be payable in arrears on or about the last day
of each fiscal quarter during the term of this Agreement.
For the quarter and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the Management Fee and
Supplemental Fee on the basis of the number of days that the Agreement is in
effect during the quarter and year, respectively.
5. Services to Others. The Fund and Manager acknowledge that Sub-Adviser
may in the future act as an investment adviser to other managed accounts and as
investment adviser or investment sub-adviser to one or more other investment
companies. In addition, the Fund and Manager acknowledge that the persons
employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement
will not devote their full time to such efforts. It is also agreed that
Sub-Adviser may use any supplemental research obtained for the benefit of the
Fund in providing investment advice to its other investment advisory accounts
and for managing its own accounts.
6. Limitation of Liability. Sub-Adviser shall not be liable for, and the
Fund and Manager will not take any action against Sub-Adviser to hold
Sub-Adviser liable for, any error of judgment or mistake of law or for any loss
suffered by the Fund (including, without limitation, by reason of the purchase,
sale or retention of any security) in connection with the performance of
Sub-Adviser's duties under this Agreement, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in
the performance of its duties under this Agreement, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
7. Term; Termination. This Agreement shall become effective with respect
to the Fund on the same date as the Management Agreement between the Fund and
Manager becomes effective, provided that it has been approved by a vote of a
majority of the outstanding voting securities of the Fund in accordance with the
requirements of the 1940 Act, and shall remain in full force until the two-year
anniversary of the date of its effectiveness unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter, but only as long as such continuance is specifically approved for
the Fund at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder; provided, however, that if the continuation of this
Agreement is not approved for the Fund, Sub-Adviser may continue to serve in
such capacity for the Fund in the manner and to the extent permitted by the 1940
B-5
Act and the rules and regulations thereunder. For the avoidance of doubt, the
termination of Management Agreement or other termination of or resignation by
Manager as investment adviser to the Fund shall not in and of itself cause the
termination of this Agreement. In such cases, Sub-Adviser may continue to
provide the services herein set forth for the compensation provided herein.
This Agreement shall automatically terminate in the event of its assignment
and may be terminated at any time without the payment of any penalty by Manager
or Sub-Adviser upon sixty (60) days' written notice to the other parties. This
Agreement may also be terminated by the Fund by action of the Board of Trustees
or by a vote of a majority of the outstanding voting securities of such Fund
upon sixty (60) days' written notice to Sub-Adviser by the Fund without payment
of any penalty.
Manager and Sub-Adviser have entered into an agreement that provides, among
other things, that if Manager or the Fund terminates or fails to renew this
Agreement other than for cause (as defined in the agreement), Manager shall
resign as adviser to the Fund and shall not be reinstated as investment adviser
or sub-adviser to the Fund. The Fund acknowledges that the terms of such
agreement have been fully described to the Board of Trustees.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of Sub-Adviser to
receive payments on any unpaid balance of the compensation described in Section
4 hereof earned prior to such termination and for any additional period during
which Sub-Adviser serves as such for the Fund, subject to applicable law.
8. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery or sent by facsimile and addressed as follows or addressed to such
other person or address as such party may designate for receipt of such notice.
If to Manager or Fund: If to Sub-Adviser:
Macquarie/First Trust Global Infrastructure Macquarie Capital Investment Management LLC
/Utilities Dividend & Income Fund 125 W. 55th Street, Level 15
First Trust Advisors L.P. New York, New York 10019
120 E. Liberty Drive, Suite 400 Attention: General Counsel
Wheaton, Illinois 60187
Attention: Secretary
If by Facsimile: (630) 517-7437 If by Facsimile: (212) 231-1878
9. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
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the limitation of shareholder and trustee liability contained therein. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers, or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
11. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 9 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
12. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.
13. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of Sub-Adviser has been duly authorized by
the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
14. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 hereof are not severable.
15. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties with regard to the subject matter of this Agreement.
Any written or oral agreements, statements, promises, negotiations or
representations not expressly set forth in this Agreement are of no force and
effect.
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IN WITNESS WHEREOF, the Fund, Manager and Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P.
By: __________________________________
Title: _____________________________
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND
By: ___________________________________
Title: ______________________________
MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC
By: ___________________________________
Name: _____________________________
Title: ______________________________
B-8
EXHIBIT C
FORM OF
NEW FOUR CORNERS SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this _____ day of ____________, ____ by and among
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund, a
Massachusetts business trust (the "Fund"), First Trust Advisors L.P., an
Illinois limited partnership and a federally registered investment adviser
("Manager"), and Four Corners Capital Management, LLC, a Delaware limited
liability company and a federally registered investment adviser ("Sub-Adviser").
WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has retained Manager to serve as the investment manager
for the Fund pursuant to an Investment Management Agreement between Manager and
the Fund (as such agreement may be modified from time to time, "Management
Agreement");
WHEREAS, Management Agreement provides that Manager may, subject to the
initial and periodic approvals required under Section 15 of the 1940 Act,
appoint one or more sub-advisers for the purpose of furnishing certain services
required under Management Agreement; and
WHEREAS, the Fund and Manager desire to retain Sub-Adviser to furnish
investment advisory services for a certain designated portion of the Fund's
investment portfolio, upon the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. The Fund and Manager hereby appoint Sub-Adviser to provide
certain sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. Services to be Performed. Subject always to the supervision of Fund's
Board of Trustees and Manager, Sub-Adviser will act as sub-adviser for, manage
the investment and reinvestment of the Fund's assets with respect to, furnish an
investment program in respect of, make investment decisions for, and place all
orders for the purchase and sale of securities for the portion of the Fund's
investment portfolio invested or to be invested in U.S. dollar denominated
senior secured floating-rate loans issued by U.S. and non-U.S. issuers that
manage, own and/or operate infrastructure and utility assets (the "Senior Loan
Component") all on behalf of the Fund and as described in the Fund's most recent
registration statement on Form N-2 as declared effective by the Securities and
Exchange Commission and as the same may be amended from time to time. In the
C-1
performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the
Fund, will monitor the Fund's investments in the Senior Loan Component, and will
comply with the provisions of the Fund's Declaration of Trust and By-laws, as
amended from time to time and communicated by the Fund or Manager to Sub-Adviser
in writing, and the stated investment objectives, policies and restrictions of
the Fund applicable to the Senior Loan Component, as such objectives, policies
and restrictions may subsequently be changed by the Fund's Board of Trustees and
communicated by the Fund or Manager to Sub-Adviser in writing. The Fund or
Manager will promptly provide Sub-Adviser with current copies of the Fund's
Declaration of Trust, By-laws, prospectus, statement of additional information
and any amendments to any thereof.
Sub-Adviser is authorized to select the brokers, dealers or banks that will
execute the purchases and sales of the Fund's assets comprising the Senior Loan
Component on behalf of the Fund upon such instructions as may be given or
authorized by Sub-Adviser. In placing orders for corporate loans, which are
generally privately negotiated principal transactions, Sub-Adviser may select
the agent bank or selling party, in its discretion, in a manner consistent with
the principles of best execution. The selection of the agent or selling party
will be determined by Sub-Adviser based upon a number of factors, including the
best price obtainable, dealer spread or commission, size and difficulty of the
transaction the desired time of the trade, confidentiality, execution and
operational capabilities, ongoing borrower diligence, reputation for integrity,
sound financial condition and practices and research or other services provided.
Subject to compliance with the policies and procedures adopted by the Board of
Trustees for the Fund and to the extent permitted by and in conformance with
applicable law (including Rule 17e-1 of the 1940 Act), Sub-Adviser may select
brokers or dealers affiliated with Sub-Adviser. It is understood that
Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund
under this Agreement, or otherwise, solely by reason of its having caused the
Fund to pay a member of a securities exchange, a broker or a dealer a commission
for effecting a transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. In addition, if in the judgment of
Sub-Adviser, the Fund would be benefited by supplemental services, Sub-Adviser
is authorized to pay spreads or commissions to brokers or dealers furnishing
such services in excess of spreads or commissions that another broker or dealer
may charge for the same transaction, provided that Sub-Adviser determined in
good faith that the commission or spread paid was reasonable in relation to the
services provided and complies with the Fund's policies and procedures.
In addition, Sub-Adviser may, to the extent permitted by applicable law,
aggregate purchase and sale orders of securities placed with respect to the
Senior Loan Component with similar orders being made simultaneously for other
accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
C-2
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of Sub-Adviser and any of its affiliates involved in such transaction
shall be to allocate the securities so purchased or sold, as well as expenses
incurred in the transaction, among the Fund and other accounts in an equitable
manner. Nevertheless, the Fund and Manager acknowledge that under some
circumstances, such allocation may adversely affect the Fund with respect to the
price or size of the positions obtainable or salable. Whenever the Fund and one
or more other investment advisory clients of Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in a manner believed by Sub-Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
is possible that due to differing investment objectives or for other reasons,
Sub-Adviser and its affiliates may purchase securities of an issuer for one
client and at approximately the same time recommend selling or sell the same or
similar types of securities for another client.
Sub-Adviser will not arrange purchases or sales of securities between the
Fund and other accounts advised by Sub-Adviser or its affiliates unless (a) such
purchases or sales are in accordance with applicable law (including Rule 17a-7
of the 1940 Act) and the Fund's policies and procedures, (b) Sub-Adviser
determines the purchase or sale is in the best interests of the Fund, and (c)
the Fund's Board of Trustees have approved these types of transactions.
Subject to compliance with applicable law, the Fund's investment
objectives, policies and restrictions and the policies and procedures adopted by
the Board of Trustee for the Fund, Sub-Adviser may cause the Fund to invest in
securities of issuers advised or managed by persons affiliated with Sub-Adviser.
To the extent the Fund seeks to adopt, amend or eliminate any objectives,
policies, restrictions or procedures in a manner that modifies or restricts
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions, the Fund agrees to use reasonable commercial efforts to consult
with Sub-Adviser regarding the modifications or restrictions prior to such
adoption, amendment or elimination.
Sub-Adviser will communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may reasonably
request. In no instance will portfolio securities be purchased from or sold to
Manager, Sub-Adviser or any affiliated person of any of the Fund, Manager, or
Sub-Adviser, except as may be permitted under the 1940 Act.
Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(b) will, in all material respects, conform to all applicable Rules
and Regulations of the Securities and Exchange Commission and comply with
all policies and procedures adopted by the Board of Trustees for the Fund
and communicated to Sub-Adviser in writing and, in addition, will conduct
C-3
its activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to its investment
advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of
the Fund (generally on a quarterly basis) and will make appropriate persons
available for the purpose of reviewing with representatives of Manager and
the Board of Trustees on a regular basis at reasonable times the management
of the Fund, including, without limitation, review of the general
investment strategies of the Fund, the performance of the Fund's investment
portfolio in relation to relevant standard industry indices and general
conditions affecting the marketplace and will provide various other reports
from time to time as reasonably requested by Manager or the Board of
Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to
the Fund's securities and other transactions for the Senior Loan Component
as required for registered investment advisers under applicable law or as
otherwise reasonably requested by Manager and will prepare and furnish
Manager and the Fund's Board of Trustees such periodic and special reports
as the Board or Manager may reasonably request. Sub-Adviser further agrees
that all records that it maintains for the Fund are the property of the
Fund and Sub-Adviser will surrender promptly to the Fund any such records
upon the request of Manager or the Fund; (provided, however, that
Sub-Adviser shall be permitted to retain copies thereof) and shall be
permitted to retain originals (with copies to the Fund) to the extent
required under Rule 204-2 of the Investment Advisers Act of 1940 or other
applicable law.
The Sub-Adviser's duties and obligations shall be limited to those
expressly set out in this Agreement. The Manager and the Fund acknowledge such
limitation.
3. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities and other assets (including, legal expenses
and the costs and expenses of due diligence undertaken by third parties incurred
by the Sub-Adviser in connection with the purchase or proposed purchase of such
securities or assets, previously approved in writing by the Fund's Chief
Financial Officer, and brokerage commissions, if any). However, if approved in
writing by the Fund's Chief Financial Officer, Sub-Adviser may be reimbursed for
certain extraordinary expenses.
4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Fund will pay Sub-Adviser, and Sub-Adviser
agrees to accept as full compensation therefor, a portfolio management fee
("Management Fee") equal to the annual rate of 0.60% multiplied by that portion
of the Total Assets (defined below) comprising the Senior Loan Component. For
purposes of calculating the Management Fee, Total Assets means the average daily
gross asset value of the Fund (including assets attributable to the Fund's
preferred shares, if any, and the principal amount of borrowings), minus the sum
of the Fund's accrued and unpaid dividends on any outstanding preferred shares
C-4
and accrued liabilities (other than the principal amount of any borrowings
incurred, commercial paper or notes or other forms of indebtedness issued by the
Fund and the liquidation preference of any outstanding preferred shares. The
Management Fee shall be payable in arrears on or about the last day of each
fiscal quarter during the term of this Agreement.
For the quarter and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of the Management Fee on the
basis of the number of days that the Agreement is in effect during the quarter
and year, respectively.
5. Services to Others. The Fund and Manager acknowledge that Sub-Adviser
now acts, and may in the future act, as an investment adviser to other managed
accounts and as investment adviser or investment sub-adviser to one or more
other investment companies. In addition, the Fund and Manager acknowledge that
the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this
Agreement will not devote their full time to such efforts. It is also agreed
that Sub-Adviser may use any supplemental research obtained for the benefit of
the Fund in providing investment advice to its other investment advisory
accounts and for managing its own accounts.
6. Limitation of Liability. Sub-Adviser shall not be liable for, and the
Fund and Manager will not take any action against Sub-Adviser to hold
Sub-Adviser liable for, any error of judgment or mistake of law or for any loss
suffered by the Fund (including, without limitation, by reason of the purchase,
sale or retention of any security) in connection with the performance of
Sub-Adviser's duties under this Agreement, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in
the performance of its duties under this Agreement, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
7. Term; Termination. This Agreement shall become effective with respect
to the Fund on the same date as Management Agreement between the Fund and
Manager becomes effective, provided that it has been approved by a vote of a
majority of the outstanding voting securities of the Fund in accordance with the
requirements of the 1940 Act, and shall remain in full force until the two-year
anniversary of the date of its effectiveness unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter, but only as long as such continuance is specifically approved for
the Fund at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder; provided, however, that if the continuation of this
Agreement is not approved for the Fund, Sub-Adviser may continue to serve in
such capacity for the Fund in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder. For the avoidance of doubt, the
termination of Management Agreement or other termination of or resignation by
Manager as investment adviser to the Fund shall not in and of itself cause the
termination of this Agreement. In such cases, Sub-Adviser may continue to
provide the services herein set forth for the compensation provided herein.
This Agreement shall automatically terminate in the event of its assignment
and may be terminated at any time without the payment of any penalty by Manager
or Sub-Adviser upon sixty (60) days' written notice to the other parties. This
Agreement may also be terminated by the Fund by action of the Board of Trustees
C-5
or by a vote of a majority of the outstanding voting securities of such Fund
upon sixty (60) days' written notice to Sub-Adviser by the Fund without payment
of any penalty.
Manager and Sub-Adviser have entered into an agreement that provides, among
other things, that if Manager or the Fund terminates or fails to renew this
Agreement other than for cause (as defined in the agreement), Manager shall
resign as adviser to the Fund and shall not be reinstated as investment adviser
or sub-adviser to the Fund. The Fund acknowledges that the terms of such
agreement have been fully described to the Board of Trustees.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of Sub-Adviser to
receive payments on any unpaid balance of the compensation described in Section
4 hereof earned prior to such termination and for any additional period during
which Sub-Adviser serves as such for the Fund, subject to applicable law.
8. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery or sent by facsimile and addressed as follows or addressed to such
other person or address as such party may designate for receipt of such notice.
If to Manager or Fund: If to Sub-Adviser:
Macquarie/First Trust Global Infrastructure/ Four Corners Capital Management, LLC
Utilities Dividend & Income Fund 555 S. Flower Street, Suite 3300
First Trust Advisors L.P. Los Angeles, California 90071
120 E. Liberty Drive, Suite 400 Attention: Robert I. Bernstein
Wheaton, Illinois 60187
Attention: Secretary
If by Facsimile: (630) 517-7437 If by Facsimile: (213) 233-4470
9. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers, or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
C-6
11. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 9 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
12. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.
13. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of Sub-Adviser has been duly authorized by
the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.
14. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 hereof are not severable.
15. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties with regard to the subject matter of this Agreement.
Any written or oral agreements, statements, promises, negotiations or
representations not expressly set forth in this Agreement are of no force and
effect.
C-7
IN WITNESS WHEREOF, the Fund, Manager and Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
FIRST TRUST ADVISORS L.P. FOUR CORNERS CAPITAL MANAGEMENT, LLC
By: __________________________________ By: ________________________________
Title: _____________________________ Title: _____________________
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND
By: ___________________________________
Title: ______________________________
C-8
FORM OF PROXY CARD
------------------
[LOGO OMITTED] FIRST TRUST MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
Proxy Card for the Special Meeting of
Shareholders - December 6, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of Common Shares of the Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund (the "Fund"), a Massachusetts
business trust, hereby appoints W. Scott Jardine, Mark R. Bradley, Kristi A.
Maher, James M. Dykas and Erin E. Chapman as attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund that
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund (the "Meeting") to be held at the offices of First Trust Advisors L.P.,
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, at 4:00 p.m. Central
time on the date indicated above, and any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement dated October 19, 2010, and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting and any adjournments or postponements thereof
(including, but not limited to, any questions as to adjournment or postponement
of the Meeting). A majority of the proxies present and acting at the Meeting in
person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER DIRECTED BY THE
Registration dynamically UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
printed here IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH.
PLEASE VOTE, DATE AND SIGN ON REVERSE
SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE FOLD HERE AND RETURN ENTIRE PROXY CARD - DO NOT DETACH
--------------------------------------------------------------------------------
[GRAPHIC BY INTERNET
OMITTED] -----------
To vote on the Internet, go to www.proxyonline.com and enter the
12-digit control number found on the reverse side of this Proxy
Card. Follow the instructions provided.
[GRAPHIC BY TELEPHONE
OMITTED] ------------
To cast your vote by phone with a proxy voting representative,
call toll-free 1-866-530-8634 and provide the representative the
control number found on the reverse side of this Proxy Card.
Representatives are available to take your voting instructions
Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
[GRAPHIC BY MAIL
OMITTED] -------
To vote by mail, mark the appropriate voting boxes on the reverse
side of this Proxy Card, sign and date the Proxy Card and return
it in the enclosed postage-paid envelope or mail to: FIRST TRUST
FUNDS, P.O. BOX 6500, CARLSTADT, NJ 07072.
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
CONTROL NUMBER
-----------------------------
-----------------------------
PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
THE PROXY CARD MUST BE SIGNED AND DATED FOR YOUR INSTRUCTIONS TO BE COUNTED AND
WILL BE VOTED IN THE MANNER INDICATED. IF NO INSTRUCTIONS HAVE BEEN INDICATED
BELOW, A VOTE WILL BE CAST "FOR" EACH PROPOSAL. PLEASE COMPLETE AND RETURN THIS
PROXY CARD PROMPTLY.
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
PROPOSAL 1 - The Board of Trustees recommends a vote FOR the Proposal to
approve a new Investment Management Agreement with First Trust Advisors L.P.
for the Fund
FOR AGAINST ABSTAIN
Approval of New Investment Management Agreement [ ] [ ] [ ]
PROPOSAL 2 - The Board of Trustees recommends a vote FOR the Proposal to
approve a new Investment Sub-Advisory Agreement with
Macquarie Capital Investment Management LLC for the Fund.
FOR AGAINST ABSTAIN
Approval of New Investment Sub-Advisory Agreement [ ] [ ] [ ]
PROPOSAL 3 - The Board of Trustees recommends a vote FOR the Proposal to
approve a new Investment Sub-Advisory Agreement with
Four Corners Capital Management, LLC for the Fund.
FOR AGAINST ABSTAIN
Approval of New Investment Sub-Advisory Agreement [ ] [ ] [ ]
Please be sure to sign and date this Proxy Card. Please sign exactly as your
name(s) appear(s) on this Proxy Card. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a partnership, please sign in
partnership name by an authorized person.
__________________________________________________________
Shareholder sign here
__________________________________________________________
Joint owner sign here
__________________________________________________________
Date:
NON-VOTING ITEMS
MEETING ATTENDANCE - Mark the box to the right if you plan to attend the
Special Meeting [ ]
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