UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21496
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
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(Exact name of registrant as specified in charter)
1001 Warrenville Road
Suite 300
LISLE, IL 60532
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(Address of principal executive offices) (Zip code)
W. Scott Jardine
First Trust Portfolios, LP
1001 Warrenville Road
Suite 300
LISLE, IL 60532
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(Name and address of agent for service)
registrant's telephone number, including area code: 630-241-4141
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Date of fiscal year end: MAY 31
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Date of reporting period: MAY 31, 2005
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
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MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME
FUND
ANNUAL REPORT
FOR THE YEAR ENDED MAY 31, 2005
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TABLE OF CONTENTS
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
ANNUAL REPORT
MAY 31, 2005
Shareholder Letter ........................................................ 1
Portfolio Commentary ...................................................... 2
Portfolio of Investments .................................................. 5
Statement of Assets and Liabilities ....................................... 9
Statement of Operations ................................................... 10
Statements of Changes in Net Assets ....................................... 11
Statement of Cash Flows ................................................... 12
Financial Highlights ...................................................... 13
Notes to Financial Statements ............................................. 14
Report of Independent Registered Public Accounting Firm ................... 19
Additional Information .................................................... 20
Dividend Reinvestment Plan
Proxy Voting Policies and Procedures
Portfolio Holdings
Submission of Matters to a Vote of Shareholders
Tax Information
NYSE Certification Information
Management ................................................................ 22
HOW TO READ THIS REPORT
This report contains information that can help you evaluate your investment. It
includes details about the Macquarie/First Trust Global Infrastructure/Utilities
Dividend &Income Fund (the "Fund") and presents data and analysis that provide
insight into the Fund's performance and investment approach.
By reading the letter from the Fund's President, James A. Bowen, together with
the portfolio commentary by Jon Fitch, Portfolio Manager of Macquarie
Infrastructure Fund Adviser, LLC, the Fund's sub-advisor, you will obtain an
understanding of how the market environment affected its performance. The
statistical information that follows can help you understand the Fund's
performance compared to that of relevant benchmarks.
It is important to keep in mind that the opinions expressed by Mr. Bowen, First
Trust Advisors L.P., Macquarie Infrastructure Fund Adviser, LLC and Four Corners
Capital Management, LLC personnel are just that: informed opinions. They should
not be considered to be promises or advice. The opinions, like the statistics,
cover the period through the date on the cover of this report. Of course, the
risks of investing in the Fund are spelled out in the prospectus.
INVESTMENTS IN THE FUND ARE NOT DEPOSITS WITH OR OTHER LIABILITIES OF MACQUARIE
BANK LIMITED ACN 008 583 542, OR ANY ENTITY IN THE MACQUARIE BANK GROUP, AND ARE
SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF
INCOME AND CAPITAL INVESTED. NONE OF MACQUARIE BANK LIMITED, MACQUARIE
INFRASTRUCTURE FUND ADVISER, LLC, FOUR CORNERS CAPITAL MANAGEMENT, LLC, AND ANY
MEMBER COMPANY OF THE MACQUARIE BANK GROUP GUARANTEES ANY PARTICULAR RATE OF
RETURN OR THE PERFORMANCE OF THE FUND, NOR DO THEY GUARANTEE THE REPAYMENT OF
CAPITAL FROM THE FUND OR ANY TAX TREATMENT OF ANY DISTRIBUTION BY THE FUND.
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SHAREHOLDER LETTER
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MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME
FUND (MFD)
ANNUAL REPORT
MAY 31, 2005
Dear Shareholders:
We are pleased to report that the Macquarie/First Trust Global
Infrastructure/Utilities Dividend & Income Fund (the "Fund") delivered
substantial upside to shareholders for the 12 months ended May 31, 2005. Based
on market price, the Fund's total return was 28.0%. Its net asset value ("NAV")
total return was 32.2%. This compares to a 32.4% total return for MFD's
benchmark, which is the S&P U.S. Utilities Accumulation Index. Despite the good
returns, the Fund traded at a 10.9% discount to its NAV on May 31, 2005. Its
current distribution rate closed out the fiscal year at 6.3% based on market
price.
MFD celebrated its first anniversary at the end of March 2005. Though we are
disappointed that MFD is trading at a double-digit discount to its NAV, we are
pleased that the strategy is building a solid performance track record. Since
the Fund began trading on March 26, 2004, MFD has posted a cumulative NAV total
return of 33.1%, compared to a gain of 30.5% for its benchmark. The Fund's
market price closed at $20.87 per share on May 31, 2005 above its IPO price of
$20.00 per share. Since inception, the Fund has benefited from the low interest
rate environment that has persisted throughout most industrialized countries for
quite some time. In fact, inflation rates in the countries emphasized in the
portfolio have ranged from about 1.9% to 3.3%, according to the Organisation for
Economic Co-operation and Development ("OECD").
With respect to dividend distributions, the Fund's regularly scheduled quarterly
payout has increased from $0.30 per share back in July 2004 to $0.33 per share
in March and June of 2005. In December 2004, the Fund paid out a larger than
normal distribution of $0.76 per share. In calendar year 2004, 89.6% of the
$1.36 that was distributed to shareholders was classified as "qualified dividend
income" for tax purposes.
MFD continues to provide investors with an internationally diversified portfolio
of infrastructure and utility assets. This provides an alternative to investors
looking for diversification against U.S. domestic equity funds.
We continue to appreciate your interest in the Fund and encourage you to read
the commentary section from Jon Fitch, Portfolio Manager.
Sincerely,
/s/ James A. Bowen
James A. Bowen
President of the Macquarie/First Trust Global Infrastructure/Utilities Dividend
& Income Fund
July 8, 2005
Page 1
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COMMENTARY ON THE MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
& INCOME FUND
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OVERVIEW:
The Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
("MFD" or the "Fund") posted a market value total return of 28.0% for the year
ended May 31, 2005. The Fund's NAV total return was 32.2% over the same period.
During the fiscal year ended May 31, 2005, the Fund declared dividends totaling
$1.69 per share, representing a yield of 8.1% based on the Fund's share price
and 7.2% based on the Fund's NAV as of May 31, 2005. An additional dividend of
$0.33 has been paid subsequent to year-end.
The following commentary reviews the overall investment strategy, performance
and portfolio composition of MFD as of May 31, 2005.
INVESTMENT STRATEGY:
MFD's primary investment objective is to seek a high level of current return
consisting of dividends, interest and other similar income while attempting to
preserve capital. In pursuing this objective, MFD's investments will focus
predominantly on securities of companies involved in the management, ownership
and/or operation of infrastructure and utility assets.
Under normal market conditions, MFD will seek to invest more than 50% of the
Fund's total assets outside of the U.S. These investments will focus on
developed economies, which should reduce the level of potential currency
volatility. The advisor and sub-advisors believe that international diversity
has two major benefits for investors. First, it gives investors exposure to the
fundamentals of different economies, providing diversity against U.S. domiciled
investments. Second, by investing in select developed economies, MFD should be
able to provide investors with exposure to a much broader range of
infrastructure/utility businesses. The Fund is comprised of two components. The
"core component," consisting primarily of equity and equity-like securities
issued by infrastructure issuers and the "senior loan component" comprised of
infrastructure senior secured floating rate loans. The "core component" is
funded by the issuance of equity, while the "senior loan component" is funded by
a commercial paper facility. This provides a unique leverage structure for the
Fund, whereby the floating rate nature of the commercial paper facility has been
matched to the floating rate nature of the senior secured loans. This is
intended to protect the Fund against rising interest rates.
PERFORMANCE DURING 2005:
MFD posted a market share price total return of 28.0% for the year ended May 31,
2005. MFD's NAV total return was 32.2% over the same period. These returns
compare to a 32.4% gain posted by the S&P U.S. Utilities Accumulation Index (in
U.S. Dollars).
In line with MFD's overall investment strategy, investments made by MFD were
focused outside of the U.S. As such, MFD had minimal exposure to the strong
performance in the S&P U.S. Utilities Accumulation Index, which in turn was
underpinned by improving fundamentals and expectations within the U.S.A.
regarding earnings growth for a number of companies within the sector.
During the year, equity investments in the core component of MFD, were focused
on the United Kingdom, Canada and Italy. In particular, MFD benefited from
strong performance of its United Kingdom and Canadian equity investments.
With respect to the United Kingdom investments, MFD established a number of
positions in U.K. water companies that benefited from the finalization of the
U.K. water regulatory review process in the later part of 2004. The share prices
of water companies within the portfolio responded positively to the review, with
all investments up in excess of 14% over the fiscal year ended May 31, 2005 (in
local currency terms) and the price of AWG, the Fund's largest water company
investment, increasing by 46%. MFD intends to retain a focus on this sector,
given the high cash yield, low risk nature of returns from this category of
asset. However, given the finalization of return parameters through 2010, as
established in the regulatory review process, and the resultant re-rating in
share prices that has occurred, MFD does not expect the price return profile
experienced during the last year to be sustained going forward. In Canada, MFD
capitalized on general weakness brought about by interest rate uncertainties
during 2004, establishing positions in a number of infrastructure focused income
trusts. These entities have provided pleasing returns as the market refocused on
these securities over the course of the year. Canadian investments within the
portfolio represent a diverse mix of infrastructure assets including: contracted
power generation; pipelines and water heaters. Over the year, the strongest
price performers within Canada (in local currency terms) were UE Waterheaters,
up 30%, and Northland Power, up 30%.
Currency movements, on the whole, have had a positive impact on NAV over the
course of the year. As an indication of the impact of currency movements, the
U.S. Dollar was up 1% against the British Pound, down 1% against the Euro, down
8% against the Canadian Dollar and down 6% against the Australian Dollar. A
negative movement in the U.S. Dollar is a
Page 2
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COMMENTARY ON THE MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
& INCOME FUND - CONTINUED
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positive for NAV, as the value of the Fund's offshore holdings increase in
value, and for yield, as foreign sourced income streams become more valuable in
U.S. Dollars. MFD's largest overseas weightings were in the United Kingdom (24%)
and Canada (18%).
The performance of the senior loan component of the portfolio met expectations
during the Fund's fiscal year ended May 31, 2005. As you will recall, the senior
loan component of the Fund is invested in U.S. Dollar denominated senior secured
floating rate corporate loans primarily in the global utilities, infrastructure
and related industries, intended to provide the fund with a stable income stream
from which to pay dividends.
In general, the senior loan market performed well during the Fund's fiscal year,
as the rebound in the U.S. and global economies continued to gain strength, and
the Federal Reserve began to respond to this growth and its consequential threat
of rising inflation by raising short-term interest rates by 0.25% on eight
separate occasions since June 2004. As floating rate debt instruments whose
interest rates reset at a fixed credit spread (the risk premium) over short-term
interest rates, senior loans, subject to approximately a 90-day lag, tend to
benefit from rising interest rates, as their yields typically increase in
similar proportion. During the Fund's fiscal year, a modest percentage of the
cumulative increase in short-term rates was offset by lower credit spreads, as
the level of risk in the senior loan market was widely perceived to be declining
from 2001-2003 levels. The greatest risk to senior loans are defaults, which
fell during the Fund's fiscal year to slightly in excess of 1%, well below a
long-term moving average in excess of 3.5% and a median rate of about 2%.
While the market value total return of 28.0% has been broadly in line with the
total NAV return of 32.2% over the course of the year, the share price discount
to NAV remains at around 9% as of July 6, 2005. We believe this can be
attributed to continued broader market concerns about the impact of interest
rate tightening on the performance of closed-end funds and the relatively short
historical performance record of MFD.
PORTFOLIO COMPOSITION:
As of May 31, 2005, the core component represented 73.1% of the Fund's total
investments, senior loans 26.5% and cash/cash equivalents 0.4%. With respect to
the core component, the Fund had investments in 17 equity/equity like securities
as of May 31, 2005, providing both geographic and industry diversity. With
respect to the senior loan component, the Fund had invested in 50 senior secured
loan facilities spread across a number of infrastructure related industries. The
portfolio components of the Fund are summarized in the charts below.
INDUSTRY DIVERSIFICATION+
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS:
Water-Utilities 16.3%
Electric-Utilities 22.2%
Heating/Energy Services 6.8%
Multi-Utilities 7.8%
Gas-Pipelines 10.9%
Power Generation 4.9%
Gas-Utilities 4.2%
Senior Secured Loans (Various) 26.5%
Cash/Cash Equivalents 0.4%
Page 3
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COMMENTARY ON THE MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND
& INCOME FUND - CONTINUED
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COUNTRY DIVERSIFICATION+
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS:
Australia 5.7%
Canada 18.1%
United Kingdom 24.1%
Italy 15.6%
United States 9.6%
Senior Secured Loans (United States) 26.5%
Cash/Cash Equivalents 0.4%
+ Percentages are based upon total investments; please note that percentages
shown on the Portfolio of Investments are based on net assets.
The outlook for U.S. and European economic growth, direction of U.S. monetary
policy, Chinese currency revaluation and movements in oil prices appear to be
the key macro fundamentals driving investment decisions in both equity and
currency markets. Within an uncertain macro environment, MFD's portfolio
construction continues to be underpinned by a bottom-up fundamental analysis
process, focused on companies we believe can deliver sustainable cash yield to
the Fund.
Over the medium to long term, we believe the outlook for the global
infrastructure and utilities sector looks promising, with regulatory reforms in
a number of countries and new listings potentially providing additional
investment opportunities for the Fund.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933. Forward-looking statements
include statements regarding the goals, beliefs, plans or current expectations
of First Trust Advisors L.P. and/or Macquarie Infrastructure Fund Adviser, LLC
and their respective representatives, taking into account the information
currently available to them. Forward-looking statements include all statements
that do not relate solely to current or historical fact. For example,
forward-looking statements include the use of words such as "anticipate,"
"estimate," "intend," "expect," "believe," "plan," "may," "should," "would," or
other words that convey uncertainty of future events or outcomes.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the Fund's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. When
evaluating the information included in this Annual Report, you are cautioned not
to place undue reliance on these forward-looking statements, which reflect the
judgment of First Trust Advisors L.P. and/or Macquarie Infrastructure Fund
Adviser, LLC and their respective representatives only as of the date hereof. We
undertake no obligation to publicly revise or update these forward-looking
statements to reflect events and circumstances that arise after the date hereof.
Page 4 See Notes to Financial Statements.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
PORTFOLIO OF INVESTMENTS
MAY 31, 2005
MARKET
SHARES DESCRIPTION o VALUE
----------- ------------------------------------------------ ------------
COMMON STOCKS - 74.7%
AUSTRALIA - 7.7%
330,015 Australian Pipeline Trust ....................... $ 909,798
14,190,788 Envestra Ltd. ................................... 12,111,649
1,717,775 GasNet Australia Group .......................... 3,191,683
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16,213,130
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ITALY - 21.2%
2,100,000 Enel SPA ........................................ 18,864,442
1,613,728 Snam Rete Gas SPA ............................... 8,638,163
6,500,000 Terna SPA ....................................... 17,077,057
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44,579,662
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UNITED KINGDOM - 32.8%
1,323,275 AWG plc ......................................... 21,532,397
1,115,096 Kelda Group plc ................................. 13,048,927
1,000,000 National Grid Transco plc ....................... 9,766,864
655,149 Severn Trent plc ................................ 12,041,557
1,017,999 United Utilities plc ............................ 12,541,623
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68,931,368
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UNITED STATES - 13.0%
265,000 Ameren Corp. .................................... 14,463,700
285,000 Consolidated Edison, Inc. ....................... 12,970,350
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27,434,050
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TOTAL COMMON STOCKS ............................. 157,158,210
(Cost $132,726,352) ------------
CANADIAN INCOME TRUSTS - 24.6%
1,223,300 Northland Power Income Fund ..................... 13,936,576
1,672,800 Pembina Pipeline Income Fund .................... 18,471,167
990,300 The Consumer's Waterheater Income Fund .......... 12,489,204
629,200 UE Waterheater Income Fund ...................... 6,832,374
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TOTAL CANADIAN INCOME TRUSTS .................... 51,729,321
(Cost $38,491,526) ------------
BANK LOAN
PRINCIPAL RATINGS+ STATED MARKET
VALUE DESCRIPTION o MOODY'S S&P COUPON MATURITY* VALUE
----------- -------------------------------- ---------------- ------------ ------------- -------------
SENIOR FLOATING RATE TERM LOAN INTERESTS** - 35.9%
COMMERCIAL SERVICES & SUPPLIES - 2.2%
ENVIRONMENTAL SERVICES - 2.2%
$ 1,474,528 Duratek, Inc. .................. B1 BB- 6.00%-6.55% 12/16/09 1,473,606
1,954,545 Envirocare of Utah, LLC ........ NR(a) NR(a) 6.11% 4/13/10 1,948,844
1,306,354 EnviroSolutions Holdings, Inc. . NR(a) NR(a) 7.62% 3/01/09 1,303,088
------------
TOTAL COMMERCIAL SERVICES & SUPPLIES 4,725,538
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See Notes to Financial Statements. Page 5
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
PORTFOLIO OF INVESTMENTS - (CONTINUED)
MAY 31, 2005
BANK LOAN
PRINCIPAL RATINGS+ STATED MARKET
VALUE DESCRIPTION o MOODY'S S&P COUPON MATURITY* VALUE
----------- --------------------------------- ---------------- ------------ ------------- -------------
SENIOR FLOATING RATE TERM LOAN INTERESTS** - CONTINUED
DIVERSIFIED TELECOMMUNICATION SERVICES - 3.3%
INTEGRATED TELECOMMUNICATION SERVICES - 3.3%
$1,000,000 Fairpoint Communications, Inc. .... B1 BB- 5.13%-5.44% 2/08/12 $ 1,004,500
1,000,000 GCI Holdings, Inc. ................ Ba2 BB+ 5.35% 10/31/07 1,006,250
1,000,000 Hawaiian Telecom
Communications, Inc. ........... B1 B+ 7.25% 10/31/12 1,008,750
1,000,000 Iowa Telecommunications
Services, Inc. ................. Ba3 BB- 4.97%-5.10% 11/23/11 1,006,667
2,000,000 NTL Investment Holdings Ltd. ...... B1 BB- 6.41% 5/10/12 2,005,000
980,000 Valor Telecommunications
Enterprises, LLC ............... Ba3 BB- 5.10%-5.10 2/14/12 984,900
--------------
TOTAL DIVERSIFIED TELECOMMUNICATION SERVICES 7,016,067
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ELECTRIC UTILITIES - 6.8%
ELECTRIC UTILITIES - 6.8%
1,229,018 Allegheny Energy Supply Inc. ...... Ba2 BB- 5.62%-5.95% 3/08/11 1,239,516
2,000,000 Cogentrix Delaware
Holdings, Inc. ................. Ba2 BB+ 4.88% 4/14/12 2,006,500
2,000,000 Coleto Creek WLE, LP (c) .......... Ba3 BB- 8.50% 6/30/12 2,020,834
931,340 Midwest Generation, LLC ........... Ba3 BB- 5.12% - 5.41% 4/27/11 940,886
1,122,188 NRG Energy, Inc. .................. Ba3 BB 4.97%-5.26% 12/24/11 1,128,640
875,000 NRG Energy, Inc.,
(Letter of Credit) ............. Ba3 BB 4.97% 12/24/11 880,031
997,500 NSG Holdings II LLC ............... B1 B+ 6.09% 12/13/11 1,004,981
992,500 Reliant Energy, Inc. .............. B1 B+ 5.47%-6.09% 4/30/10 994,273
773,303 Riverside Energy Center, LLC ...... Ba3 B 7.44% 6/24/11 788,769
84,958 Rocky Mountain Energy
Center, LLC,
(Letter of Credit) ............ Ba3 B 7.44% 6/24/11 86,658
1,088,538 Rocky Mountain Energy Center,
LLC ........................... Ba3 B 7.44% 6/24/11 1,110,309
1,996,462 Texas Genco, LLC .................. Ba2 BB 5.01%-5.09% 12/14/11 2,009,355
--------------
TOTAL ELECTRIC UTILITIES 14,210,752
--------------
ENERGY EQUIPMENT & SERVICES - 0.5%
OIL & GAS EQUIPMENT & SERVICES - 0.5%
1,000,000 Complete Energy Services, Inc. .... NR NR 6.38%-6.69% 2/08/12 1,000,000
--------------
TOTAL ENERGY EQUIPMENT & SERVICES 1,000,000
--------------
HEALTH CARE PROVIDERS & SERVICES - 7.6%
HEALTH CARE FACILITIES - 2.8%
2,980,000 Lifepoint Hospitals, Inc. ......... Ba3 BB 4.72% 4/15/12 2,980,933
3,000,000 Select Medical Corp. .............. B1 BB- 4.84%-5.04% 2/24/12 2,990,250
--------------
5,971,183
--------------
HEALTH CARE SERVICES - 1.9%
1,990,000 Ardent Health Services, Inc. ...... B1 B+ 5.35% 8/12/11 1,987,512
1,990,000 CHS/Community Health
Systems, Inc. .................. Ba3 BB- 4.85%-5.07% 8/19/11 2,006,169
--------------
3,993,681
--------------
Page 6 See Notes to Financial Statements.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
PORTFOLIO OF INVESTMENTS - (CONTINUED)
MAY 31, 2005
BANK LOAN
PRINCIPAL RATINGS+ STATED MARKET
VALUE DESCRIPTION o MOODY'S S&P COUPON MATURITY* VALUE
----------- --------------------------------- ---------------- ------------ ------------- -------------
SENIOR FLOATING RATE TERM LOAN INTERESTS** - CONTINUED
HEALTH CARE PROVIDERS & SERVICES - (CONTINUED)
MANAGED HEALTH CARE - 2.9%
$1,985,000 IASIS Healthcare Corp. ............ B1 B+ 5.34%-5.37% 6/22/11 $ 2,002,782
1,985,000 Medcath Holdings Corp. ............ B2 B+ 5.55%-7.25% 6/30/11 2,001,128
1,990,000 Vanguard Health Systems, Inc. ..... B2 B 6.34% 9/23/11 2,011,558
------------
6,015,468
------------
TOTAL HEALTH CARE PROVIDERS & SERVICES 15,980,332
------------
MEDIA - 4.9%
BROADCASTING & CABLE TV - 4.9%
992,500 Bragg Communications, Inc. ........ NR(a) NR 5.82% 8/31/11 999,944
3,000,000 Century Cable Holdings, LLC ....... NR NR 8.00% 6/30/09 2,954,463
3,000,000 Charter Communications
Operating, LLC ................. B2 B 6.190% 9/18/07 2,958,750
581,816 Mediacom Illinois, LLC,
(Revolving Credit) ............. Ba3 BB- 0.63%-4.35% 9/30/11 556,603
2,000,000 UPC Distribution Holding B.V. ..... B1 B 6.60% 12/31/11 2,006,562
1,000,000 UPC Distribution Holding B.V. ..... B1 B 5.75% 9/30/12 995,625
------------
TOTAL MEDIA 10,471,947
------------
METALS & MINING - 0.7%
DIVERSIFIED METALS & MINING - 0.7%
997,500 Murray Energy Corp. and
Coal Resources, Inc. .......... B3 NR(a) 6.10% 1/28/10 995,006
498,750 Murray Energy Corp. and
Coal Resources, Inc. (c) ....... Caa3 NR(a) 10.85% 1/28/11 516,206
------------
TOTAL METALS & MINING 1,511,212
------------
MULTI-UTILITIES & UNREGULATED POWER - 1.3%
MULTI-UTILITIES & UNREGULATED POWER - 1.3%
1,000,000 Kgen, LLC ......................... B2 B 5.64% 8/05/11 970,000
2,000,000 Kgen, LLC (c) ..................... B3 B- 12.01% 8/05/11 1,860,000
------------
TOTAL MULTI-UTILITIES & UNREGULATED POWER 2,830,000
------------
OIL & GAS - 4.7%
OIL & GAS EXPLORATION & PRODUCTION - 3.0%
1,985,286 Mainline, L.P. .................... Ba3 NR(a) 5.43% 12/01/11 2,005,139
898,343 Plains Resources Inc. ............. B1 BB 5.10% 7/23/10 908,449
3,305,385 SemCrude, L.P. .................... Ba3 B 5.35%-6.75% 3/16/11 3,326,043
------------
6,239,631
------------
OIL & GAS REFINING, MARKETING & TRANSPORTATION - 1.7%
2,506,890 El Paso Corp. ..................... B3 B- 5.62% 11/23/09 2,510,372
1,000,000 LB Pacific, LP .................... B1 B- 5.84%-6.13% 3/03/12 1,007,500
------------
3,517,872
------------
TOTAL OIL & GAS 9,757,503
------------
See Notes to Financial Statements. Page 7
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
PORTFOLIO OF INVESTMENTS - (CONTINUED)
MAY 31, 2005
BANK LOAN
PRINCIPAL RATINGS+ STATED MARKET
VALUE DESCRIPTION o MOODY'S S&P COUPON MATURITY* VALUE
----------- --------------------------------- ---------------- ------------ ------------- -------------
SENIOR FLOATING RATE TERM LOAN INTERESTS** - CONTINUED
ROAD & RAIL - 2.0%
RAILROADS - 2.0%
$ 3,107,892 Kansas City Southern Railway
Company ....................... Ba3 BB+ 4.76%-4.87% 3/31/08 $ 3,128,093
990,835 Railamerica Transportation Corp. . Ba3 BB 5.56% 9/29/11 1,004,872
--------------
TOTAL ROAD & RAIL 4,132,965
--------------
WIRELESS TELECOMMUNICATION SERVICES - 1.9%
WIRELESS TELECOMMUNICATION SERVICES - 1.9%
1,995,000 AAT Communications Corp. ......... B1 B- 5.77%-5.8% 1/16/12 2,008,716
2,000,000 American Tower, L.P. ............. Ba3 B 4.85%-5.21% 5/16/12 2,006,666
--------------
TOTAL WIRELESS TELECOMMUNICATION SERVICES 4,015,382
--------------
TOTAL SENIOR FLOATING RATE TERM LOAN INTERESTS 75,651,698
(Cost $75,591,339) --------------
REPURCHASE AGREEMENT - 0.6%
(Cost $1,200,000)
1,200,000 Agreement with Wachovia Capital Markets, LLC, 3.00% dated 05/31/05 to be
repurchased at $1,200,100 on 6/1/05, collateralized by $1,225,000 Federal
Home Loan Mortgage Bank, 6.00% due 11/15/24 (Value $1,228,270) 1,200,000
--------------
TOTAL INVESTMENTS - 135.8% ................................................. 285,739,229
(Cost $248,009,217) (b) --------------
NET OTHER ASSETS AND LIABILITIES - (0.2)% .................................. (351,600)
--------------
LOAN OUTSTANDING - (35.6)% ................................................. (75,000,000)
--------------
NET ASSETS - 100.0% ........................................................ $ 210,387,629
==============
-------------------------
o All percentages shown in the Portfolio of Investments are based on net
assets.
(a) This Senior Loan Interest was privately rated upon issuance. The rating
agency does not provide ongoing surveillance on the rating.
(b) Aggregate cost for federal income tax purposes is $251,130,570.
(c) This issue is secured by a second lien on the issuer's assets.
+ Ratings below Baa3 by Moody's Investors Service, Inc. or BBB- by Standard
& Poor's Rating Group are considered to be below investment grade. (Bank
loan ratings are unaudited.
NR Not Rated.
* Senior Loans generally are subject to mandatory and/or optional
prepayment. Because of the mandatory prepayment conditions and because
there may be significant economic incentives for a borrower to prepay,
prepayments of Senior Loans may occur. As a result, the actual remaining
maturity of Senior Loans may be substantially less than the stated
maturities shown. Senior Loans generally have maturities that range from
five to eight years; however, the Fund estimates that refinancing and
prepayments result in an average maturity of the Senior Loans held in its
portfolio to be approximately 18-30 months.
** Senior Loans in which the Fund invests generally pay interest at rates
which are periodically predetermined by reference to a base lending rate
plus a premium. These base lending rates are generally (i) the lending
rate offered by one or more major European banks, such as the London
Inter-Bank Offered Rate ("LIBOR"), (ii) the prime rate offered by one or
more major United States banks or (iii) the certificate of deposit rate.
Senior Loans are generally considered to be restricted in that the Fund
ordinarily is contractually obligated to receive approval from the agent
bank and/or borrower prior to the disposition of a Senior Loan.
Page 8 See Notes to Financial Statements.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 2005
ASSETS:
Investments, at value
(Cost $248,009,217) ...................................................................... $ 285,739,229
Cash ........................................................................................ 1,492,842
Receivable for investment securities sold ................................................... 1,001,250
Dividends receivable ........................................................................ 790,817
Interest receivable ......................................................................... 541,458
Prepaid expenses ............................................................................ 18,612
-------------
Total Assets ............................................................................. 289,584,208
-------------
LIABILITIES:
Outstanding loan payable .................................................................... 75,000,000
Payable for investment securities purchased ................................................. 3,072,961
Investment advisory fee payable ............................................................. 714,941
Interest and fees due on loan payable ....................................................... 249,781
Audit and legal fees payable ................................................................ 64,392
Payable to administrator .................................................................... 22,779
Custodian fees payable ...................................................................... 9,386
Trustees' fees payable ...................................................................... 6,963
Other liabilities ........................................................................... 55,376
-------------
Total Liabilities ........................................................................ 79,196,579
-------------
NET ASSETS .................................................................................. $ 210,387,629
=============
NET ASSETS CONSIST OF:
Accumulated net investment loss ............................................................. $ (1,789,965)
Accumulated net realized gain on investments sold and foreign currencies and net other assets 3,356,385
Net unrealized appreciation of investments and foreign currencies and net other assets ...... 37,729,154
Par value ................................................................................... 89,802
Paid-in capital ............................................................................. 171,002,253
-------------
Net Assets ............................................................................... $ 210,387,629
=============
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share) ........................ $ 23.43
=============
Number of Common Shares outstanding ......................................................... 8,980,236
=============
See Notes to Financial Statements. Page 9
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2005
INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $1,092,101) ............................ $ 12,898,429
Interest ............................................................................ 3,461,849
Other ............................................................................... 169,787
------------
Total investment income .......................................................... 16,530,065
------------
EXPENSES:
Investment advisory fee ............................................................. 2,659,238
Interest and fees on outstanding loan payable ....................................... 1,957,298
Administration fee .................................................................. 252,742
Audit and legal fees ................................................................ 221,994
Custodian fees ...................................................................... 98,006
Printing fees ....................................................................... 52,193
Trustees' fees and expenses ......................................................... 37,636
Other ............................................................................... 172,325
------------
Total expenses ...................................................................... 5,451,432
------------
NET INVESTMENT INCOME ............................................................... 11,078,633
------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain/(loss) on:
Investments sold .................................................................. 4,748,854
Foreign currencies and net other assets ........................................... (75,032)
------------
Net realized gain on investments sold during the period ............................. 4,673,822
------------
Net change in unrealized appreciation/(depreciation) of:
Investments ....................................................................... 36,987,309
Foreign currencies and net other assets ........................................... 25,369
------------
Net change in unrealized appreciation/(depreciation) of investments during the period 37,012,678
------------
Net realized and unrealized gain on investments ..................................... 41,686,500
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................ $ 52,765,133
============
Page 10 See Notes to Financial Statements.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
YEAR PERIOD
ENDED ENDED
5/31/2005 5/31/2004*
------------- -------------
Net investment income ................................................................ $ 11,078,633 $ 961,404
Net realized gain/(loss) on investments sold during the period ....................... 4,673,822 (42,083)
Net change in unrealized appreciation/(depreciation) of investments during the period 37,012,678 716,476
------------- -------------
Net increase in net assets resulting from operations ................................. 52,765,133 1,635,797
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ................................................................ (15,176,599) --
------------- -------------
Total distributions to shareholders .................................................. (15,176,599) --
CAPITAL TRANSACTIONS:
Net proceeds from sale of 8,980,236 shares of Common Shares .......................... -- 171,163,298
------------- -------------
Net increase in net assets ........................................................... 37,588,534 172,799,095
NET ASSETS:
Beginning of period .................................................................. 172,799,095 --
------------- -------------
End of period ........................................................................ $ 210,387,629 $ 172,799,095
============= =============
Undistributed net investment income/(accumulated net investment loss) at end of period $ (1,789,965) $ 919,321
============= =============
------------------------------------------------
* The Fund commenced operations on March 16, 2004.
See Notes to Financial Statements. Page 11
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MAY 31, 2005
Cash flows from operating activities:
Investment income received ........................... $ 3,171,068
Dividend income received ............................. 13,057,178
Payment of operating expenses ........................ (3,109,036)
Proceeds from sales of long-term securities .......... 106,862,424
Purchases of long-term securities .................... (232,642,681)
Net proceeds from short-term investments ............. 56,000,000
Interest expense ..................................... (1,707,517)
---------------
CASH USED BY OPERATING ACTIVITIES .......................... $ (58,368,564)
---------------
Cash flows from financing activities:
Distributions paid ................................... (15,176,599)
Issuance of loan ..................................... 75,000,000
CASH PROVIDED BY FINANCING ACTIVITIES ...................... 59,823,401
---------------
Increase in cash ....................................... 1,454,837
Cash at beginning of year .............................. 38,005
---------------
Cash at end of year .................................... $ 1,492,842
===============
RECONCILIATION OF NET INCREASE IN NET ASSETS FROM OPERATIONS
TO CASH USED BY OPERATING ACTIVITIES:
Net increase in net assets resulting from operations ....... $ 52,765,133
Increase in investments* ............................. $ (65,597,492)
Increase in interest and dividends receivable ........ (376,335)
Increase in receivable for investments sold .......... (1,001,250)
Increase in other assets ............................. (621)
Decrease in payable for investments purchased ........ (44,793,499)
Increase in interest expense payable ................. 249,781
Increase in accrued expenses ......................... 385,719
---------------
Cash used by operating activities .......................... $ (58,368,564)
===============
--------------------------------------------------
* Includes net change in unrealized appreciation of $36,987,309.
Page 12 See Notes to Financial Statements.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
FINANCIAL HIGHLIGHTS
FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
YEAR PERIOD
ENDED ENDED
5/31/2005 5/31/2004*
----------- -----------
Net asset value, beginning of period ................................... $ 19.24 $ 19.10
----------- -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income .................................................. 1.23 0.11
Net realized and unrealized gain on investments ........................ 4.65 0.07
----------- -----------
Total from investment operations ....................................... 5.88 0.18
----------- -----------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income .................................................. (1.69) --
----------- -----------
Total from distributions ............................................... (1.69) --
----------- -----------
Common Shares offering costs charged to paid-in capital ................ -- (0.04)
----------- -----------
Net asset value, end of period ......................................... $ 23.43 $ 19.24
=========== ===========
Market value, end of period ............................................ $ 20.87 $ 17.70
=========== ===========
TOTAL RETURN BASED ON NET ASSET VALUE(A)+ .............................. 32.15% 0.73%
=========== ===========
TOTAL RETURN BASED ON MARKET VALUE(B)+ ................................. 27.96% (11.50)%
=========== ===========
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) ................................... $ 210,388 $ 172,799
Ratio of total expenses to average net assets excluding interest expense 1.78% 1.47%**
Ratio of total expenses to average net assets .......................... 2.78% N/A
Ratio of net investment income to average net assets ................... 5.65% 3.14%**
Portfolio turnover rate ................................................ 42.96% 0.00%
SENIOR INDEBTEDNESS:
Loan outstanding (in 000's) ............................................ $ 75,000 $ N/A
Asset coverage per $1,000 of senior indebtedness (c) ................... $ 3,805 $ N/A
--------------------------------------------------
* The Fund commenced operations on March 16, 2004.
** Annualized.
(a) Total return based on net asset value is the combination of reinvested
dividend income and reinvested capital gains distributions, at prices
obtained by the Dividend Reinvestment Plan, if any, and changes in net
asset value per share and does not reflect sales load.
(b) Total return based on market value is the combination of reinvested
dividend income and reinvested capital gains distributions, at prices
obtained by the Dividend Reinvestment Plan, if any, and changes in Common
Share price per share, all based on market price per share.
(c) Calculated by subtracting the Fund's total liabilities (not including the
loan outstanding) from the Fund's total assets, and dividing by the amount
of senior indebtedness.
+ Total return is not annualized for periods less than one year.
N/A Not applicable.
See Notes to Financial Statements. Page 13
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
1. FUND DESCRIPTION
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "Fund") is a non-diversified, closed-end management investment company
organized as a Massachusetts business trust on January 21, 2004, and is
registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund trades
under the ticker symbol MFD on the New York Stock Exchange.
The Fund's investment objective is to seek a high level of current return
consisting of dividends, interest and other similar income while attempting to
preserve capital. In pursuit of the objective, the Fund seeks to manage its
investments and expenses so that a significant portion of its distributions to
the Fund's Common Shareholders will qualify as tax-advantaged dividends, subject
to the continued availability of favorable tax treatment for such qualifying
dividends. The Fund seeks to achieve its investment objective by investing in a
non-diversified portfolio of equity, debt, preferred or convertible securities
and other instruments (for instance, other instruments could include Canadian
income trusts and Australian stapled securities) issued by U.S. and non-U.S.
issuers ("Infrastructure Issuers") that have as their primary focus (in terms of
income and/or assets) the management, ownership and/or operation of
infrastructure and utilities assets ("Infrastructure Assets") in a select group
of countries.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.
PORTFOLIO VALUATION:
The net asset value ("NAV") of the Common Shares of the Fund is computed based
upon the value of the Fund's portfolio and other assets. The NAV is determined
as of the close of regular trading on the New York Stock Exchange ("NYSE"),
normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading.
Domestic debt securities and foreign securities are priced using data reflecting
the earlier closing of the principal markets for those securities. The NAV is
computed by dividing the value of all assets of the Fund (including accrued
interest and dividends), less all liabilities (including accrued expenses and
dividends declared but unpaid), by the total number of Common Shares
outstanding.
The Fund's investments are valued daily at market value, or in the absence of
market value with respect to any portfolio securities, at fair value in
accordance with valuation procedures adopted by the Fund's Board of Trustees. A
majority of the Fund's assets are valued using market information supplied by
third parties. In the event that market quotations are not readily available,
the pricing service does not provide a valuation for a particular asset, or the
valuations are deemed unreliable, or if events occurring after the close of the
principal markets for particular securities (e.g., domestic debt and foreign
securities), but before the Fund values its assets, would materially affect NAV,
First Trust Advisors L.P. ("First Trust") may use a fair value method to value
the Fund's securities and investments. The use of fair value pricing by the Fund
is governed by valuation procedures adopted by the Fund's Board of Trustees, and
in accordance with the provisions of the 1940 Act.
Foreign securities traded outside the United States are generally valued as of
the time their trading is complete, which is usually different from the close of
the NYSE. Occasionally, events affecting the value of such securities may occur
between such times and the close of the NYSE that will not always be reflected
in the computation of the value of such securities. If events materially
affecting the value of such securities occur during such period, these
securities will be valued at their fair value according to procedures adopted by
the Fund's Board of Trustees. All securities and other assets of the Fund
initially expressed in foreign currencies will be converted to U.S. Dollars
using exchange rates in effect at the time of valuation.
Portfolio securities listed on any exchange other than the NASDAQ National
Market ("NASDAQ") are valued at the last sale price on the business day as of
which such value is being determined. If there has been no sale on such day, the
securities are valued at the mean of the most recent bid and ask prices on such
day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing
Price as determined by NASDAQ. Portfolio securities traded on more than one
securities exchange are valued at the last sale price on the business
Page 14
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
day as of which such value is being determined at the close of the exchange
representing the principal market for such securities. Portfolio securities
traded in the over-the-counter market, but excluding securities traded on the
NASDAQ, are valued at the closing bid prices. Short-term investments that mature
in 60 days or less are valued at amortized cost.
The Senior Loans in which the Fund invests are not listed on any securities
exchange or board of trade. Senior Loans are typically bought and sold by
institutional investors in individually negotiated private transactions that
function in many respects like an over-the-counter secondary market, although
typically no formal market-makers exist. This market, while having grown
substantially in the past several years, generally has fewer trades and less
liquidity than the secondary market for other types of securities. Some Senior
Loans have few or no trades, or trade infrequently, and information regarding a
specific Senior Loan may not be widely available or may be incomplete.
Accordingly, determinations of the market value of Senior Loans may be based on
infrequent and dated information. Because there is less reliable, objective data
available, elements of judgment may play a greater role in valuation of Senior
Loans than for other types of securities. Typically, Senior Loans are valued
using information provided by an independent third party pricing service. If the
pricing service cannot or does not provide a valuation for a particular Senior
Loan or such valuation is deemed unreliable, First Trust may value such Senior
Loan at a fair value as determined in accordance with procedures adopted by the
Fund's Board of Trustees, and in accordance with the provisions of the 1940Act.
REPURCHASE AGREEMENTS:
The Fund engages in repurchase agreement transactions. Under the terms of a
typical repurchase agreement, the Fund takes possession of an underlying debt
obligation subject to an obligation of the seller to repurchase, and the Fund to
resell the obligation at an agreed-upon price and time, thereby determining the
yield during the Fund's holding period. This arrangement results in a fixed rate
of return that is not subject to market fluctuations during the Fund's holding
period. The value of the collateral is at all times at least equal to the total
amount of the repurchase obligation, including interest. In the event of
counterparty default, the Fund has the right to use the collateral to offset
losses incurred. There is potential loss to the Fund in the event the Fund is
delayed or prevented from exercising its rights to dispose of the collateral
securities, including the risk of a possible decline in the value of the
underlying securities during the period while the Fund seeks to assert its
rights. The Fund reviews the value of the collateral and the creditworthiness of
those banks and dealers with which the Fund enters into repurchase agreements to
evaluate potential risks.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME:
Securities transactions are recorded as of the trade date. Realized gains and
losses from securities transactions are recorded on the identified cost basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis. Market premiums and discounts are amortized over the
expected life of each respective borrowing.
Securities purchased or sold on a when-issued or delayed-delivery basis may be
settled a month or more after the trade date; interest income on such securities
is not accrued until settlement date. The Fund instructs the custodian to
segregate assets of the Fund with a current value at least equal to the amount
of its when-issued purchase commitments.
UNFUNDED LOAN COMMITMENTS:
The Fund may enter into certain credit agreements, all or a portion of which may
be unfunded. The Fund had unfunded loan commitments of approximately $1,356,731
as of May 31, 2005. The Fund is obligated to fund these loan commitments at the
borrower's discretion. Net unrealized depreciation of $32,808 from these
commitments is included in other liabilities on the Statement of Assets and
Liabilities.
FOREIGN CURRENCY:
The books and records of the Fund are maintained in U.S. dollars. Foreign
currencies, investments and other assets and liabilities are translated into
U.S. Dollars at the exchange rates prevailing at the end of the period.
Purchases and sales of investment securities and items of income and expense are
translated on the respective dates of such transactions. Unrealized gains and
losses which result from changes in foreign currency exchange rates have been
included in the unrealized appreciation/(depreciation) of investments and net
other assets and liabilities. Net realized foreign currency gains and losses
include the effect of changes in exchange rates between trade date and
settlement date on investment security transactions, foreign currency
transactions and interest and dividends received. The portion of
Page 15
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
foreign currency gains and losses related to fluctuation in exchange rates
between the initial purchase trade date and subsequent sale trade date is
included in realized gains and losses on investment securities sold. Unrealized
depreciation of $858 from dividends receivable in foreign currencies are
included in Dividends receivable on the Statement of Assets and Liabilities.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Dividends from net investment income of the Fund are declared and paid quarterly
or as the Board of Trustees may determine from time to time. Distributions of
any net capital gains earned by the Fund are distributed at least annually.
Distributions will automatically be reinvested into additional Common Shares
pursuant to the Fund's Dividend Reinvestment Plan unless cash distributions are
elected by the shareholder.
Distributions from income and capital gains are determined in accordance with
income tax regulations, which may differ from accounting principles generally
accepted in the United States of America. These differences are primarily due to
differing treatments of income and gains on various investment securities held
by the Fund, timing differences and differing characterization of distributions
made by the Fund. Permanent differences incurred during the year ended May 31,
2005, resulting in book and tax accounting differences, have been reclassified
at year end to reflect a decrease in accumulated net investment loss by
$1,388,680, a decrease in accumulated net realized gain on investments sold by
$1,317,437 and a decrease in paid-in capital by $71,243. Net assets were not
affected by this reclassification.
The tax character of distributions paid during the fiscal year ended May 31,
2005 and the period ended May 31, 2004 is as follows:
2005 2004
---- ----
Distributions paid from:
Ordinary Income................................ $15,176,599 $ --
As of May 31, 2005, the components of distributable earnings on a tax basis are
as follows:
Undistributed Ordinary Income.................. $ 4,731,226
Net Unrealized Appreciation.................... 34,607,801
INCOME TAXES:
The Fund intends to continue to qualify as a regulated investment company by
complying with the requirements under Subchapter M of the Internal Revenue Code
of 1986, as amended, and by distributing all of its net investment income and
net realized gains to shareholders. Accordingly, no provision has been made for
federal or state income taxes.
EXPENSES:
The Fund will pay all expenses directly related to its operations.
ORGANIZATIONAL AND OFFERING COSTS:
Organization costs consist of costs incurred to establish the Fund and enable it
to legally do business. These costs include filing fees, listing fees, legal
services pertaining to the organization of the business and audit fees relating
to the initial registration and auditing the initial statement of assets and
liabilities, among other fees. Offering costs consist of legal fees pertaining
to the Fund's shares offered for sale, registration fees, underwriting fees, and
printing of the initial prospectus, among other fees. First Trust, Macquarie
Infrastructure Fund Adviser, LLC ("MIFA") and Four Corners Capital Management,
LLC ("Four Corners") have paid all organizational expenses and all offering
costs of the Fund (other than sales load) that exceeded $0.04 per Common Share.
The Fund's estimated share of Common Share offering costs, $359,209, was
recorded as a reduction of the proceeds from the sale of Common Shares during
the period ended May 31, 2004.
Page 16
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
3. INVESTMENT ADVISORY FEE AND OTHER AFFILIATED TRANSACTIONS
First Trust is a limited partnership with one limited partner, Grace Partners of
DuPage L.P., and one general partner, The Charger Corporation. First Trust
serves as investment advisor to the Fund pursuant to an Investment Management
Agreement. First Trust is responsible for the ongoing monitoring of the Fund's
investment portfolio, managing the Fund's business affairs and certain
administrative services necessary for the management of the Fund. For these
services, First Trust is entitled to a quarterly fee calculated at an annual
rate of 0.40% of the Fund's Total Assets, up to $250 million and 0.35% of the
Fund's Total Assets over $250 million. Total assets are generally defined as
average daily total assets (including any principal amount of any borrowings)
minus the Fund's accrued liabilities (excluding the principal amount of any
borrowings incurred).
MIFA and Four Corners will serve as the Fund's sub-advisors and will manage the
Fund's portfolio subject to First Trust's supervision. MIFA manages the Core
Component and, for its portfolio management services, MIFA is entitled to a
quarterly fee calculated at an annual rate of 0.60% for that portion of the
Fund's Total Assets allocated to MIFA. If the Fund's Total Assets are greater
than $250 million, MIFA will receive an annual portfolio management fee of 0.65%
for that portion of the Fund's Total Assets over $250 million. In addition, to
the extent that MIFA invests a portion of the Core Component in unlisted
securities ("Core Unlisted Instruments"), MIFA is entitled to receive a
supplemental fee of 0.60% of that portion of the Fund's Total Assets invested in
Core Unlisted Instruments. Four Corners manages the Senior Loan Component and,
for its portfolio management services, Four Corners is entitled to a quarterly
fee calculated at an annual rate of 0.60% for that portion of the Fund's Total
Assets allocated to Four Corners.
PFPC Inc. ("PFPC"), an indirect, majority-owned subsidiary of The PNC Financial
Services Group Inc., serves as the Fund's Administrator and Transfer Agent in
accordance with certain fee arrangements. PFPC Trust Company, an indirect,
majority-owned subsidiary of The PNC Financial Services Group Inc., serves as
the Fund's Custodian in accordance with certain fee arrangements.
Effective June 7, 2004, the Trustees of the Fund approved a revised compensation
plan. Under the revised plan, the Fund pays each Trustee who is not an officer
or employee of First Trust or any of its affiliates an annual retainer of
$10,000, which includes compensation for all regular quarterly board meetings
and regular committee meetings. No additional meeting fees are paid in
connection with regular quarterly board meetings or regular committee meetings.
Additional fees of $1,000 and $500 are paid to non-interested Trustees for
special board meetings and non-regular committee meetings, respectively. These
additional fees are shared by the funds in the First Trust fund complex that
participate in the particular meeting and are not per fund fees. Trustees are
also reimbursed for travel and out-of-pocket expenses in connection with all
meetings. The Trustees adopted the revised plan because the increase in the
number of funds in the First Trust fund complex had the effect of rapidly
increasing their compensation under the previous arrangements. Prior to June 7,
2004, the Fund paid each Trustee who was not an officer or employee of First
Trust or any of its affiliates $10,000 per annum plus $1,000 per regularly
scheduled meeting attended, $500 per committee meeting attended and
reimbursement for travel and out-of-pocket expenses.
4. PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of investment securities, excluding
short-term investments, for the year ended May 31, 2005, aggregated amounts were
$186,737,532 and $107,938,706, respectively.
As of May 31, 2005, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost was $35,374,104
and the aggregate gross unrealized depreciation for all securities in which
there was an excess of tax cost over value was $765,445.
5. REVOLVING CREDIT AND SECURITY AGREEMENT
On May 24, 2004, the Fund entered into a Revolving Credit and Security Agreement
among the Fund, CRC Funding, LLC, as conduit lender, and Citigroup North
America, Inc., as secondary lender, which provides for a revolving credit
facility to be used as leverage for the Fund. The credit facility provides for a
secured line of credit for the Fund, where Fund assets are pledged against
advances made to the Fund. Under the requirements of the 1940 Act, the Fund,
immediately after any such borrowings, must have an "asset coverage" of at least
300% (33 1/3% of the Fund's total assets after borrowings). The total commitment
under the Revolving Credit and Security Agreement is $95,000,000. For the year
ended May 31, 2005, the average amount outstanding was $69,069,863, with a
weighted average
Page 17
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
interest rate of 2.12%. The Fund also pays additional borrowing costs, which
includes an administration fee of 0.02%, a program fee of 0.35% and a liquidity
fee of 0.14% per year. Such expenses are included in Interest and fees on
outstanding loan payable on the Statement of Operations.
6. CONCENTRATION OF RISK
The Fund intends to invest up to 100% of its Total Assets in the securities and
instruments of Infrastructure Issuers. Given this industry concentration, the
Fund will be more susceptible to adverse economic or regulatory occurrences
affecting that industry than an investment company that is not concentrated in a
single industry. Infrastructure Issuers, including utilities and companies
involved in infrastructure projects, may be subject to a variety of factors that
may adversely affect their business or operations, including high interest costs
in connection with capital construction programs, high leverage, costs
associated with environmental and other regulations, the effects of economic
slowdown, surplus capacity, increased competition from other providers of
services, uncertainties concerning the availability of fuel at reasonable
prices, the effects of energy conservation policies and other factors.
7. POST-OCTOBER LOSS
Certain losses incurred after October 31 within the Fund's fiscal year are
deemed to arise on the first business day of the Fund's following fiscal year.
For fiscal year ended May 31, 2005, the Fund incurred and elected to defer
$11,205 in capital losses and $32,253 in currency losses.
8. SUBSEQUENT EVENT
On June 7, 2005, the Fund declared a dividend of $0.33 per share to Common
Shareholders of record June 21, 2005, payable June 30, 2005.
Page 18
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND:
We have audited the accompanying statement of assets and liabilities of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "Fund"), including the portfolio of investments, as of May 31, 2005, the
related statement of operations and cash flows for the year then ended, and the
statements of changes in net assets and the financial highlights for the year
then ended and for the period March 16, 2004 (inception) through May 31, 2004.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of May 31, 2005, by correspondence with the Fund's
custodian, brokers and selling or agent banks. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund as
of May 31, 2005, the results of its operations and its cash flows, the changes
in its net assets, and the financial highlights for the respective stated
periods, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
Chicago, Illinois
July 8, 2005
Page 19
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (UNAUDITED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
DIVIDEND REINVESTMENT PLAN
If your Common Shares are registered directly with the Fund or if you hold your
Common Shares with a brokerage firm that participates in the Fund's Dividend
Reinvestment Plan (the "Plan"), unless you elect to receive cash distributions,
all dividends, including any capital gain distributions, on your Common Shares
will be automatically reinvested by PFPC (the "Plan Agent"), in additional
Common Shares under the Plan. If you elect to receive cash distributions, you
will receive all distributions in cash paid by check mailed directly to you by
PFPC, as the dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you will
receive will be determined as follows:
(1) If the Common Shares are trading at or above net asset value at the
time of valuation, the Fund will issue new shares at a price equal
to the greater of (i) net asset value per Common Share on that date
or (ii) 95% of the market price on that date.
(2) If the Common Shares are trading below net asset value at the time
of valuation, the Plan Agent will receive the dividend or
distribution in cash and will purchase Common Shares in the open
market, on the NYSE or elsewhere, for the participants' accounts. It
is possible that the market price for the Common Shares may increase
before the Plan Agent has completed its purchases. Therefore, the
average purchase price per share paid by the Plan Agent may exceed
the market price at the time of valuation, resulting in the purchase
of fewer shares than if the dividend or distribution had been paid
in Common Shares issued by the Fund. The Plan Agent will use all
dividends and distributions received in cash to purchase Common
Shares in the open market within 30 days of the valuation date
except where temporary curtailment or suspension of purchases is
necessary to comply with federal securities laws. Interest will not
be paid on any uninvested cash payments.
You may withdraw from the Plan at any time by giving written notice to the Plan
Agent, or by telephone in accordance with such reasonable requirements as the
Plan Agent and Fund may agree upon. If you withdraw or the Plan is terminated,
you will receive a certificate for each whole share in your account under the
Plan and you will receive a cash payment for any fraction of a share in your
account. If you wish, the Plan Agent will sell your shares and send you the
proceeds, minus brokerage commissions.
The Plan Agent maintains all shareholders accounts in the Plan and gives written
confirmation of all transactions in the accounts, including information you may
need for tax records. Common Shares in your account will be held by the Plan
Agent in non-certificated form. The Plan Agent will forward to each participant
any proxy solicitation material and will vote any shares so held only in
accordance with proxies returned to the Fund. Any proxy you receive will include
all Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or distributions
in Common Shares. However, all participants will pay a pro rata share of
brokerage commissions incurred by the Plan Agent when it makes open market
purchases.
Automatically reinvesting dividends and distributions does not mean that you do
not have to pay income taxes due upon receiving dividends and distributions.
Capital gains and income are realized, although cash is not received by you.
If you hold your Common Shares with a brokerage firm that does not participate
in the Plan, you will not be able to participate in the Plan and any dividend
reinvestment may be effected on different terms than those described above.
The Fund reserves the right to amend or terminate the Plan if in the judgment of
the Board of Trustees the change is warranted. There is no direct service charge
to participants in the Plan; however, the Fund reserves the right to amend the
Plan to include a service charge payable by the participants. Additional
information about the Plan may be obtained by writing PFPC Inc., 301 Bellevue
Parkway, Wilmington, Delaware 19809.
--------------------------------------------------------------------------------
PROXY VOTING POLICIES AND PROCEDURES
A description of the policies and procedures that the Fund uses to determine how
to vote proxies and information on how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling (800) 988-5891; (2) on
the Fund's website located at http://www.ftportfolios.com; and (3) on the
Securities and Exchange Commission's website located at http://www.sec.gov.
Page 20
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission ("SEC") for the first and third quarters of each fiscal
year on Form N-Q. The Fund's Forms N-Q are available (1) by calling (800)
988-5891; (2) on the Fund's website located at http://www.ftportfolios.com; (3)
on the SEC's website at http://www.sec.gov; and (4) for review and copying at
the SEC's Public Reference Room ("PRR") in Washington, DC. Information regarding
the operation of the PRR may be obtained by calling 1-800-SEC-0330.
SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The Joint Annual Meeting of Shareholders of First Trust Value Line(R) Dividend
Fund, First Trust/Four Corners Senior Floating Rate Income Fund, Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, First Trust/Value
Line(R) & Ibbotson Equity Allocation Fund, and First Trust/Four Corners Senior
Floating Rate Income Fund II was held on September 13, 2004. At the Annual
Meeting the Fund's Board of Trustees, consisting of James A. Bowen, Niel B.
Nielson, Thomas R. Kadlec, Richard E. Erickson and David M. Oster, was elected
to serve an additional one year term. The number of votes cast for James A.
Bowen was 5,415,025, the number of votes withheld was 35,540 and the number of
abstentions was 3,529,671. The number of votes cast for Niel B. Nielson was
5,414,425, the number of votes withheld was 36,140 and the number of abstentions
was 3,529,671. The number of votes cast for Richard E. Erickson was 5,412,875,
the number of votes withheld was 37,690 and the number of abstentions was
3,529,671. The number of votes cast for Thomas R. Kadlec was 5,415,025, the
number of votes withheld was 35,540 and the number of abstentions was 3,529,671.
The number of votes cast for David M. Oster was 5,418,290, the number of votes
withheld was 32,275 and the number of abstentions was 3,529,671.
TAX INFORMATION
Of the ordinary income (including short-term capital gain) distributions made by
the Fund during the year ended May 31, 2005, 8.7% qualify for the corporate
dividend received deduction available to corporate shareholders.
The Fund hereby designates as qualified dividend income distributions 72.11% of
the ordinary income (including short-term capital gain), for the year ended May
31, 2005.
If the Fund meets the requirements of Section 853 of the Code, the Fund may
elect to pass through to its shareholders credits for foreign taxes paid. The
total amount of income received by the Fund from sources within foreign
countries and possessions of the United States is $1.41 (representing a total of
$12,670,480). The total amount of taxes paid to such countries is $0.12 per
share (representing a total of $1,092,101).
NYSE CERTIFICATION INFORMATION
In accordance with Section 303A-12 of the New York Stock Exchange ("NYSE")
Listed Company Manual, the Fund's President has certified to the NYSE that, as
of September 28, 2004, he was not aware of any violation by the Fund of NYSE
corporate governance listing standards. In addition, the Fund's reports to the
SEC on Forms N-CSR, N-CSRS and N-Q contain certifications by the Fund's
principal executive officer and principal financial officer that relate to the
Fund's public disclosure in such reports and are required by Rule 30a-2 under
the 1940 Act.
Page 21
--------------------------------------------------------------------------------
MANAGEMENT (UNAUDITED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
BOARD OF TRUSTEES AND OFFICERS
Information pertaining to the Trustees and officers* of the Trust is set forth
below. The Statement of Additional Information ("SAI") includes additional
information about the Trustees and is available without charge, upon request, by
calling (800) 988-5891.
NUMBER OF OTHER
PORTFOLIOS TRUSTEESHIPS/
NAME, D.O.B., ADDRESS AND TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS
POSITION(S) WITH THE FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS OVERSEEN BY TRUSTEE HELD BY TRUSTEE
--------------------------------------------------------------------------------------------------------------------------------
DISINTERESTED TRUSTEES
--------------------------------------------------------------------------------------------------------------------------------
Richard E. Erickson, o One year Physician; President, 22 portfolios None
Trustee o 15 months served Wheaton Orthopedics;
D.O.B. 04/51 Co-owner and Co-
c/o First Trust Advisors L.P. Director, Sports Med
1001 Warrenville Road Center for Fitness;
Suite 300 Limited Partner,
Lisle, IL 60532 Gundersen Real Estate
Partnership
Niel B. Nielson, Trustee o One year President, Covenant 22 portfolios Director of Good
D.O.B. 03/54 o 15 months served College (June 2002 to News Publishers-
c/o First Trust Advisors L.P. Present); Pastor, College Crossway Books;
1001 Warrenville Road Church in Wheaton Covenant Transport,
Suite 300 (1997 to June 2002) Inc.
Lisle, IL 60532
Thomas R. Kadlec, Trustee o One year Vice President and Chief 22 portfolios None
D.O.B. 11/57 o 15 months served Financial Officer (1990
c/o First Trust Advisors L.P. to present), ADM
1001 Warrenville Road Investor Services, Inc.
Suite 300 (Futures Commission
Lisle, IL 60532 Merchant); Registered
Representative (2000 to
present), Segerdahl &
Company, Inc., an
NASD member (Broker-
Dealer)
David M. Oster, Trustee o One year Trader and Market 10 portfolios None
D.O.B. 03/64 o 15 months served Maker, Chicago Board
c/o First Trust Advisors L.P. Options Exchange (Self
1001 Warrenville Road Employed-1987 to
Suite 300 present in options
Lisle, IL 60532 trading and market
making)
Page 22
--------------------------------------------------------------------------------
MANAGEMENT - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
BOARD OF TRUSTEES AND OFFICERS (CONTINUED)
NUMBER OF OTHER
PORTFOLIOS TRUSTEESHIPS/
NAME, D.O.B., ADDRESS AND TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS
POSITION(S) WITH THE FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS OVERSEEN BY TRUSTEE HELD BY TRUSTEE
--------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
--------------------------------------------------------------------------------------------------------------------------------
James A. Bowen, Trustee, o One year Trustee President, First Trust 22 portfolios None
President, Chairman of the term and indefinite Advisors L.P. and First
Board and CEO officer term Trust Portfolios L.P;
D.O.B. 09/55 o 15 months served Chairman of the Board,
1001 Warrenville Road BondWave LLC and
Suite 300 Stonebridge Advisors
Lisle, IL 60532 LLC
--------------------------------------------------------------------------------------------------------------------------------
OFFICER(S) WHO ARE NOT TRUSTEES
--------------------------------------------------------------------------------------------------------------------------------
Robert F. Carey, Vice o Indefinite term Senior Vice President, N/A N/A
President o 15 months served First Trust Advisors L.P.
D.O.B. 07/63 and First Trust
1001 Warrenville Road Portfolios L.P
Suite 300
Lisle, IL 60532
Mark R. Bradley, Treasurer, o Indefinite term Chief Financial Officer, N/A N/A
Controller, Chief Financial o 15 months served Managing Director,
Officer, Chief Accounting First Trust Advisors L.P.
Officer and First Trust
D.O.B. 11/57 Portfolios L.P.; Chief
1001 Warrenville Road Financial Officer,
Suite 300 BondWave LLC and
Lisle, IL 60532 Stonebridge Advisors
LLC
W. Scott Jardine, Secretary o Indefinite term General Counsel, N/A N/A
and Chief Compliance o 15 months served First Trust Advisors L.P.
Officer and First Trust
D.O.B. 05/60 Portfolios L.P.;
1001 Warrenville Road Secretary, BondWave
Suite 300 LLC and Stonebridge
Lisle, IL 60532 Advisors LLC
Page 23
--------------------------------------------------------------------------------
MANAGEMENT - (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
MAY 31, 2005
BOARD OF TRUSTEES AND OFFICERS (CONTINUED)
NUMBER OF OTHER
PORTFOLIOS TRUSTEESHIPS/
NAME, D.O.B., ADDRESS AND TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) IN FUND COMPLEX DIRECTORSHIPS
POSITION(S) WITH THE FUND LENGTH OF TIME SERVED DURING PAST 5 YEARS OVERSEEN BY TRUSTEE HELD BY TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------
OFFICER(S) WHO ARE NOT TRUSTEES (Continued)
-----------------------------------------------------------------------------------------------------------------------------
Roger F. Testin o Indefinite term Senior Vice President, N/A N/A
Vice President o 15 months served First Trust Advisors L.P.
D.O.B. 06/66 (August 2001 to
1001 Warrenville Road present); Analyst, Dolan
Suite 300 Capital Management
Lisle, IL 60532 (1998-2001)
Susan M. Brix o Indefinite term Representative, First N/A N/A
Assistant Vice President o 15 months served Trust Portfolios L.P.;
D.O.B. 01/60 Assistant Portfolio
1001 Warrenville Road Manager, First
Suite 300 Trust Advisors L.P.
Lisle, IL 60532
Kristi A. Maher o Indefinite term Assistant General N/A N/A
Assistant Secretary o 1 year served Counsel, First Trust
D.O.B. 12/66 Portfolios L.P. (March
1001 Warrenville Road 2004 to present);
Suite 300 Associate, Chapman and
Lisle, IL 60532 Cutler LLP (1995-2004)
---------------
* The term "officer" means the president, vice president, secretary,
treasurer, controller or any other officer who performs a policy making
function.
Page 24
This Page Left Blank Intentionally.
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.
(c) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, and that relates to any element of
the code of ethics description.
(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of
trustees has determined that Thomas R. Kadlec is qualified to serve as an audit
committee financial expert serving on its audit committee and that he is
"independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) AUDIT FEES (REGISTRANT) -- The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for such fiscal years were
$15,500 from inception on March 25, 2004 to May 31, 2004 and $37,000 for the
fiscal year ended May 31, 2005.
(b) AUDIT-RELATED FEES (REGISTRANT) -- The aggregate fees billed in the
Fund's last two fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit of the
registrant's financial statements and are not reported under paragraph (a) of
this Item were $0 from inception on March 25, 2004 to May 31, 2004 and $8,000
for the fiscal year ended May 31, 2005. These fees were for agreed upon
procedures relating to coverage requirements.
AUDIT-RELATED FEES (INVESTMENT ADVISER) -- The aggregate fees
billed in the last two fiscal years (of the Registrant) for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit of the adviser's registration statements and are not
reported under paragraph (a) of this Item were $0 from inception on March 25,
2004 to May 31, 2004 and $20,000 for the fiscal year ended May 31, 2005. These
fees were for AIMR-PPS verification services.
(c) TAX FEES (REGISTRANT) -- The aggregate fees billed in the last two
fiscal years for professional services rendered by the principal accountant for
tax compliance, tax advice, and tax planning to the registrant were $0 from
inception on March 25, 2004 to May 31, 2004 and $4,000 for the fiscal year ended
May 31, 2005. These fees were for review and signing of tax returns.
TAX FEES (INVESTMENT ADVISER) -- The aggregate fees billed in
the last two fiscal years (of the Registrant) for professional services rendered
by the principal accountant for tax compliance, tax advice, and tax planning to
the Fund's adviser were $0 from inception on March 25, 2004 to May 31, 2004 and
$6,000 for the fiscal year ended May 31, 2005. These fees were for tax return
preparation.
(d) ALL OTHER FEES (REGISTRANT) -- The aggregate fees billed in the
last two fiscal years for products and services provided by the principal
accountant to the registrant, other than the services reported in paragraphs (a)
through (c) of this Item were $0 from inception on March 25, 2004 to May 31,
2004 and $0 for the fiscal year ended May 31, 2005.
ALL OTHER FEES (INVESTMENT ADVISER) -- The aggregate fees billed
in the last two fiscal years (of the Registrant) for products and services
provided by the principal accountant to the registrant's investment adviser,
other than services reported in paragraphs (a) through (c) of this Item were $0
from inception on March 25, 2004 to May 31, 2004 and $35,000 for the fiscal year
ended May 31, 2005. These fees were for tax services in connection with the
development of a new fund.
(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
Pursuant to its charter, the Audit Committee (the "COMMITTEE") is
responsible for the pre-approval of all audit services and permitted non-audit
services (including the fees and terms thereof) to be performed for the Fund by
its independent auditors. The Chairman of the Committee is authorized to give
such pre-approvals on behalf of the Committee and shall report any such
pre-approval to the full Committee.
The Committee is also responsible for the approval of the independent
auditor's engagements for non-audit services with the Fund's management (not
including a sub-adviser whose role is primarily portfolio management and is
sub-contracted or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the Fund, if the engagement relates directly
to the operations and financial reporting of the Fund, subject to the DE MINIMIS
exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If
the independent auditor has provided non-audit services to the Fund's management
(other than any sub-adviser whose role is primarily portfolio management and is
sub-contracted with or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the Fund that were not pre-approved pursuant
to
the DE MINIMIS exception, the Committee will consider whether the provision of
such non-audit services is compatible with the auditor's independence.
(e)(2) The percentage of services described in each of paragraphs (b)
through (d) for the registrant and the registrant's investment adviser of this
Item that were approved by the audit committee pursuant to the pre-approval
exceptions included in paragraph (c)(7)(i)(C) or paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X are as follows:
(b) 0%.
(c) 0%.
(d) 0%.
(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees was less than fifty
percent.
(g) The aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for the last
two fiscal years of the registrant were $0 for the registrant and the
registrant's investment adviser from inception on March 25, 2004 to May 31, 2004
and $12,000 for the registrant and $61,000 for the registrant's investment
adviser for the fiscal year ended May 31, 2005.
(h) Not applicable. The audit committee pre-approved all non-audit
services rendered to the Registrant's investment adviser and any entity
controlling, controlled by or under common control with the adviser that
provides ongoing services to the registrant.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The registrant has a separately designated audit committee consisting
of all the independent directors of the registrant. The members of the
audit committee are: Thomas R. Kadlec, Niel B. Nielson, David M. Oster
and Richard E. Erickson.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are attached herewith.
FIRST TRUST ADVISORS L.P.
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
PROXY VOTING GUIDELINES
First Trust Advisors, L.P. ("FIRST TRUST") serves as
investment adviser providing discretionary investment advisory services for
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "FUND"). Macquarie Infrastructure Fund Adviser, LLC ("MIFA") serves as
sub-adviser 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"). Four Corners Capital Management, LLC serves as sub-adviser
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"). As part of these services, First Trust has
full responsibility for proxy voting and related duties with respect to the
Senior Loan Component and the Core Component. In fulfilling these duties, First
Trust and the Fund have adopted the following policies and procedures:
1. It is First Trust's policy to seek to ensure that proxies for
securities held by the Fund are voted consistently and solely in the
best economic interests of the Fund.
2. First Trust shall be responsible for the oversight of the Fund's
proxy voting process and shall assign a senior member of its staff to
be responsible for this oversight.
3. First Trust has engaged the services of Institutional Shareholder
Services, Inc. ("ISS") to make recommendations to First Trust on the
voting of proxies related to securities held by the Fund. ISS
provides voting recommendations based on established guidelines and
practices. First Trust has adopted these ISS Proxy Voting Guidelines.
4. With respect to proxies received for the Core Component, First Trust
shall review the ISS recommendations and forward such recommendations
to MIFA for review. First Trust generally will vote the proxies in
accordance with ISS recommendations. MIFA may request that First
Trust not vote in accordance with the ISS guidelines and First Trust
may review and follow such request, unless First Trust determines
that it is unable to follow such request. With respect to proxies
received for the Senior Loan Component, First Trust shall review the
ISS recommendations and generally will vote the proxies in accordance
with ISS recommendations. Notwithstanding the foregoing, First Trust
may not vote in accordance with the ISS recommendations if First
Trust believes that the specific ISS recommendation is not in the
best interests of the Fund.
5. If First Trust manages the assets or pension fund of a company and
any of First Trust's clients hold any securities in that company,
First Trust will vote proxies relating to such company's securities
in accordance with the ISS recommendations to avoid any conflict of
interest. In addition, if First Trust has actual knowledge of any
other type of material conflict of interest between itself and the
Fund with respect to the voting of a proxy, First Trust shall vote
the applicable proxy in accordance with the ISS recommendations to
avoid such conflict of interest.
6. If the Fund requests First Trust to follow specific voting guidelines
or additional guidelines, First Trust shall review the request and
follow such guidelines, unless First Trust determines that it is
unable to follow such guidelines. In such case, First Trust shall
inform the Fund that it is not able to follow the Fund's request.
7. First Trust may have clients in addition to the Fund which have
provided First Trust with discretionary authority to vote proxies on
their behalf. In such cases, First Trust shall follow the same
policies and procedures.
EXHIBIT B
ISS 2005 PROXY VOTING
GUIDELINES SUMMARY
The following is a condensed version of all proxy voting recommendations
contained in the ISS Proxy Voting Manual.
1. OPERATIONAL ITEMS
ADJOURN MEETING
Generally vote AGAINST proposals to provide management with the authority to
adjourn an annual or special meeting absent compelling reasons to support the
proposal.
Vote FOR proposals that relate specifically to soliciting votes for a merger or
transaction for which ISS has recommended a FOR vote. Vote AGAINST proposals if
the wording is too vague or if the proposal includes "other business."
AMEND QUORUM REQUIREMENTS
Vote AGAINST proposals to reduce quorum requirements for shareholder meetings
below a majority of the shares outstanding unless there are compelling reasons
to support the proposal.
AMEND MINOR BYLAWS
Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or
corrections).
CHANGE COMPANY NAME
Vote FOR proposals to change the corporate name.
CHANGE DATE, TIME, OR LOCATION OF ANNUAL MEETING
Vote FOR management proposals to change the date/time/location of the annual
meeting unless the proposed change is unreasonable.
Vote AGAINST shareholder proposals to change the date/time/location of the
annual meeting unless the current scheduling or location is unreasonable.
RATIFYING AUDITORS
Vote FOR proposals to ratify auditors, unless any of the following apply:
o An auditor has a financial interest in or association with the company,
and is therefore not independent
o Fees for non-audit services are excessive, or
o There is reason to believe that the independent auditor has rendered an
opinion which is neither accurate nor indicative of the company's
financial position.
Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit
their auditors from engaging in non-audit services.
Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation,
taking into account the tenure of the audit firm, the length of rotation
specified in the proposal, any significant audit-related issues at the company,
the number of Audit Committee meetings held each year, the number of financial
experts serving on the committee, and whether the company has a periodic renewal
process where the auditor is evaluated for both audit quality and competitive
price.
TRANSACT OTHER BUSINESS
Vote AGAINST proposals to approve other business when it appears as voting item.
VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS
Votes on director nominees should be made on a CASE-BY-CASE basis, examining the
following factors: composition of the board and key board committees, attendance
at board meetings, corporate governance provisions and takeover activity,
long-term company performance relative to a market index, directors' investment
in the company, whether the chairman is also serving as CEO, and whether a
retired CEO sits on the board. However, there are some actions by directors that
should result in votes being withheld. These instances include directors who:
o Attend less than 75 percent of the board and committee meetings without a
valid excuse
o Implement or renew a dead-hand or modified dead-hand poison pill
o Adopt a poison pill without shareholder approval since the company's last
annual meeting and there is no requirement to put the pill to shareholder
vote within 12 months of its adoption
o Ignore a shareholder proposal that is approved by a majority of the shares
outstanding
o Ignore a shareholder proposal that is approved by a majority of the votes
cast for two consecutive years
o Failed to act on takeover offers where the majority of the shareholders
tendered their shares
o Are inside directors or affiliated outsiders and sit on the audit,
compensation, or nominating committees
o Are inside directors or affiliated outsiders and the full board serves as
the audit, compensation, or nominating committee or the company does not
have one of these committees
o Are audit committee members and the non -audit fees paid to the auditor
are excessive.
In addition, directors who enacted egregious corporate governance policies or
failed to replace management as appropriate would be subject to recommendations
to withhold votes.
o Are inside directors or affiliated outside directors and the full board is
less than majority independent
o Sit on more than six public company boards, or on more than two public
boards in addition to their own if they are CEOs of public companies.
o Are on the compensation committee when there is a negative correlation
between chief executive pay and company performance
o Have failed to address the issue(s) that resulted in any of the directors
receiving more than 50% withhold votes out of those cast at the previous
board election
AGE LIMITS
Vote AGAINST shareholder or management proposals to limit the tenure of outside
directors either through term limits or mandatory retirement ages.
BOARD SIZE
Vote FOR proposals seeking to fix the board size or designate a range for the
board size.
Vote AGAINST proposals that give management the ability to alter the size of the
board outside of a specified range without shareholder approval.
CLASSIFICATION/DECLASSIFICATION OF THE BOARD
Vote AGAINST proposals to classify the board.
Vote FOR proposals to repeal classified boards and to elect all directors
annually.
CUMULATIVE VOTING
Vote AGAINST proposals to eliminate cumulative voting.
Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis
based on the extent that shareholders have access to the board through their own
nominations.
DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION
Proposals on director and officer indemnification and liability protection
should be evaluated on a CASE-BYCASE basis, using Delaware law as the standard.
Vote AGAINST proposals to eliminate entirely directors' and officers' liability
for monetary damages for violating the duty of care.
Vote AGAINST indemnification proposals that would expand coverage beyond just
legal expenses to acts, such as negligence, that are more serious violations of
fiduciary obligation than mere carelessness.
Vote FOR only those proposals providing such expanded coverage in cases when a
director's or officer's legal defense was unsuccessful if both of the following
apply:
o The director was found to have acted in good faith and in a manner that he
reasonably believed was in the best interests of the company, and
o Only if the director's legal expenses would be covered.
ESTABLISH/AMEND NOMINEE QUALIFICATIONS
Vote CASE-BY-CASE on proposals that establish or amend director qualifications.
Votes should be based on how reasonable the criteria are and to what degree they
may preclude dissident nominees from joining the board.
Vote AGAINST shareholder proposals requiring two candidates per board seat.
FILLING VACANCIES/REMOVAL OF DIRECTORS
Vote AGAINST proposals that provide that directors may be removed only for
cause.
Vote FOR proposals to restore shareholder ability to remove directors with or
without cause.
Vote AGAINST proposals that provide that only continuing directors may elect
replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board
vacancies.
INDEPENDENT CHAIRMAN (SEPARATE CHAIRMAN/CEO)
Generally vote FOR shareholder proposals requiring the position of chairman be
filled by an independent director unless there are compelling reasons to
recommend against the proposal, such as a counterbalancing governance structure.
This should include all of the following:
o Designated lead director, elected by and from the independent board
members with clearly delineated and comprehensive duties. (The role may
alternatively reside with a presiding director, vice chairman, or rotating
lead director).
o Two-thirds independent board
o All-independent key committees
o Established governance guidelines
Additionally, the company should not have under-performed its peers.
MAJORITY OF INDEPENDENT DIRECTORS/ESTABLISHMENT OF COMMITTEES
Vote FOR shareholder proposals asking that a majority or more of directors be
independent unless the board composition already meets the proposed threshold by
ISS's definition of independence.
Vote FOR shareholder proposals asking that board audit, compensation, and/or
nominating committees be composed exclusively of independent directors if they
currently do not meet that standard.
OPEN ACCESS
Vote CASE-BY-CASE on shareholder proposals asking for open access taking into
account the ownership threshold specified in the proposal and the proponent's
rationale for targeting the company in terms of board and director conduct.
STOCK OWNERSHIP REQUIREMENTS
Generally vote AGAINST shareholder proposals that mandate a minimum amount of
stock that directors must own in order to qualify as a director or to remain on
the board. While ISS favors stock ownership on the part of directors, the
company should determine the appropriate ownership requirement.
Vote CASE-BY-CASE shareholder proposals asking that the company adopt a holding
or retention period for its executives (for holding stock after the vesting or
exercise of equity awards), taking into account any stock ownership requirements
or holding period/retention ratio already in place and the actual ownership
level of executives.
TERM LIMITS
Vote AGAINST shareholder or management proposals to limit the tenure of outside
directors either through term limits or mandatory retirement ages.
3. PROXY CONTESTS
VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS
Votes in a contested election of directors must be evaluated on a CASE-BY-CASE
basis, considering the following factors:
o Long-term financial performance of the target company relative to its
industry; management's track record
o Background to the proxy contest
o Qualifications of director nominees (both slates)
o Evaluation of what each side is offering shareholders as well as the
likelihood that the proposed objectives and goals can be met; and stock
ownership positions.
REIMBURSING PROXY SOLICITATION EXPENSES
Voting to reimburse proxy solicitation expenses should be analyzed on a
CASE-BY-CASE basis. In cases where ISS recommends in favor of the dissidents, we
also recommend voting for reimbursing proxy solicitation expenses.
CONFIDENTIAL VOTING
Vote FOR shareholder proposals requesting that corporations adopt confidential
voting, use independent vote tabulators and use independent inspectors of
election, as long as the proposal includes a provision for proxy contests as
follows: In the case of a contested election, management should be permitted to
request that the dissident group honor its confidential voting policy. If the
dissidents agree, the policy remains in place. If the dissidents will not agree,
the confidential voting policy is waived.
Vote FOR management proposals to adopt confidential voting.
4. ANTITAKEOVER DEFENSES AND VOTING RELATED ISSUES
Advance Notice Requirements for Shareholder Proposals/Nominations
Votes on advance notice proposals are determined on a CASE-BY-CASE basis, giving
support to those proposals which allow shareholders to submit proposals as close
to the meeting date as reasonably possible and within the broadest window
possible.
AMEND BYLAWS WITHOUT SHAREHOLDER CONSENT
Vote AGAINST proposals giving the board exclusive authority to amend the bylaws.
Vote FOR proposals giving the board the ability to amend the bylaws in addition
to shareholders.
POISON PILLS
Vote FOR shareholder proposals requesting that the company submit its poison
pill to a shareholder vote or redeem it.
Vote FOR shareholder proposals asking that any future pill be put to a
shareholder vote.
SHAREHOLDER ABILITY TO ACT BY WRITTEN CONSENT
Vote AGAINST proposals to restrict or prohibit shareholder ability to take
action by written consent.
Vote FOR proposals to allow or make easier shareholder action by written
consent.
SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS
Vote AGAINST proposals to restrict or prohibit shareholder ability to call
special meetings.
Vote FOR proposals that remove restrictions on the right of shareholders to act
independently of management.
SUPERMAJORITY VOTE REQUIREMENTS
Vote AGAINST proposals to require a supermajority shareholder vote.
Vote FOR proposals to lower supermajority vote requirements.
5. MERGERS AND CORPORATE RESTRUCTURINGS
APPRAISAL RIGHTS
Vote FOR proposals to restore, or provide shareholders with, rights of
appraisal.
ASSET PURCHASES
Vote CASE-BY-CASE on asset purchase proposals, considering the following
factors:
o Purchase price
o Fairness opinion
o Financial and strategic benefits
o How the deal was negotiated
o Conflicts of interest
o Other alternatives for the business
o Noncompletion risk.
ASSET SALES
Votes on asset sales should be determined on a CASE-BY-CASE basis, considering
the following factors:
o Impact on the balance sheet/working capital
o Potential elimination of diseconomies
o Anticipated financial and operating benefits
o Anticipated use of funds
o Value received for the asset
o Fairness opinion
o How the deal was negotiated
o Conflicts of interest.
BUNDLED PROPOSALS
Review on a CASE-BY-CASE basis bundled or "conditioned" proxy proposals.
In the case of items that are conditioned upon each other, examine the benefits
and costs of the packaged items.
In instances when the joint effect of the conditioned items is not in
shareholders' best interests, vote against the proposals. If the combined effect
is positive, support such proposals.
CONVERSION OF SECURITIES
Votes on proposals regarding conversion of securities are determined on a
CASE-BY-CASE basis. When evaluating these proposals the investor should review
the dilution to existing shareholders, the conversion price relative to market
value, financial issues, control issues, termination penalties, and conflicts of
interest.
Vote FOR the conversion if it is expected that the company will be subject to
onerous penalties or will be forced to file for bankruptcy if the transaction is
not approved.
CORPORATE REORGANIZATION/DEBT RESTRUCTURING/PREPACKAGED BANKRUPTCY PLANS/REVERSE
LEVERAGED BUYOUTS/WRAP PLANS
Votes on proposals to increase common and/or preferred shares and to issue
shares as part of a debt restructuring plan are determined on a CASE-BY-CASE
basis, taking into consideration the following:
o Dilution to existing shareholders' position
o Terms of the offer
o Financial issues
o Management's efforts to pursue other alternatives
o Control issues
o Conflicts of interest.
Vote FOR the debt restructuring if it is expected that the company will file for
bankruptcy if the transaction is not approved.
FORMATION OF HOLDING COMPANY
Votes on proposals regarding the formation of a holding company should be
determined on a CASE-BY-CASE basis, taking into consideration the following:
o The reasons for the change
o Any financial or tax benefits
o Regulatory benefits
o Increases in capital structure
o Changes to the articles of incorporation or bylaws of the company.
o Absent compelling financial reasons to recommend the transaction, vote
AGAINST the formation of a holding company if the transaction would
include either of the following:
o Increases in common or preferred stock in excess of the allowable maximum
as calculated by the ISS Capital Structure model
o Adverse changes in shareholder rights
GOING PRIVATE TRANSACTIONS (LBOS AND MINORITY SQUEEZEOUTS)
Vote going private transactions on a CASE-BY-CASE basis, taking into account the
following: offer price/premium, fairness opinion, how the deal was negotiated,
conflicts of interest, other alternatives/offers considered, and noncompletion
risk.
JOINT VENTURES
Votes CASE-BY-CASE on proposals to form joint ventures, taking into account the
following: percentage of assets/business contributed, percentage ownership,
financial and strategic benefits, governance structure, conflicts of interest,
other alternatives, and noncompletion risk.
LIQUIDATIONS
Votes on liquidations should be made on a CASE-BY-CASE basis after reviewing
management's efforts to pursue other alternatives, appraisal value of assets,
and the compensation plan for executives managing the liquidation.
Vote FOR the liquidation if the company will file for bankruptcy if the proposal
is not approved.
MERGERS AND ACQUISITIONS/ ISSUANCE OF SHARES TO FACILITATE MERGER OR ACQUISITION
Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis,
determining whether the transaction enhances shareholder value by giving
consideration to the following:
o Prospects of the combined company, anticipated financial and operating
benefits
o Offer price
o Fairness opinion
o How the deal was negotiated
o Changes in corporate governance
o Change in the capital structure
o Conflicts of interest.
PRIVATE PLACEMENTS/WARRANTS/CONVERTIBLE DEBENTURES
Votes on proposals regarding private placements should be determined on a
CASE-BY-CASE basis. When evaluating these proposals the investor should review:
dilution to existing shareholders' position, terms of the
offer, financial issues, management's efforts to pursue other alternatives,
control issues, and conflicts of interest.
Vote FOR the private placement if it is expected that the company will file for
bankruptcy if the transaction is not approved.
SPINOFFS
Votes on spinoffs should be considered on a CASE-BY-CASE basis depending on:
o Tax and regulatory advantages
o Planned use of the sale proceeds
o Valuation of spinoff
o Fairness opinion
o Benefits to the parent company
o Conflicts of interest
o Managerial incentives
o Corporate governance changes
o Changes in the capital structure.
VALUE MAXIMIZATION PROPOSALS
Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value
by hiring a financial advisor to explore strategic alternatives, selling the
company or liquidating the company and distributing the proceeds to
shareholders. These proposals should be evaluated based on the following
factors: prolonged poor performance with no turnaround in sight, signs of
entrenched board and management, strategic plan in place for improving value,
likelihood of receiving reasonable value in a sale or dissolution, and whether
company is actively exploring its strategic options, including retaining a
financial advisor.
6. STATE OF INCORPORATION
CONTROL SHARE ACQUISITION PROVISIONS
Vote FOR proposals to opt out of control share acquisition statutes unless doing
so would enable the completion of a takeover that would be detrimental to
shareholders.
Vote AGAINST proposals to amend the charter to include control share acquisition
provisions.
Vote FOR proposals to restore voting rights to the control shares.
CONTROL SHARE CASHOUT PROVISIONS
Vote FOR proposals to opt out of control share cashout statutes.
DISGORGEMENT PROVISIONS
Vote FOR proposals to opt out of state disgorgement provisions.
FAIR PRICE PROVISIONS
Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis,
evaluating factors such as the vote required to approve the proposed
acquisition, the vote required to repeal the fair price provision, and the
mechanism for determining the fair price.
Generally, vote AGAINST fair price provisions with shareholder vote requirements
greater than a majority of disinterested shares.
FREEZEOUT PROVISIONS
Vote FOR proposals to opt out of state freezeout provisions.
GREENMAIL
Vote FOR proposals to adopt antigreenmail charter of bylaw amendments or
otherwise restrict a company's ability to make greenmail payments.
Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled
with other charter or bylaw amendments.
REINCORPORATION PROPOSALS
Proposals to change a company's state of incorporation should be evaluated on a
CASE-BY-CASE basis, giving consideration to both financial and corporate
governance concerns, including the reasons for reincorporating, a comparison of
the governance provisions, and a comparison of the jurisdictional laws.
Vote FOR reincorporation when the economic factors outweigh any neutral or
negative governance changes.
STAKEHOLDER PROVISIONS
Vote AGAINST proposals that ask the board to consider nonshareholder
constituencies or other nonfinancial effects when evaluating a merger or
business combination.
STATE ANTITAKEOVER STATUTES
Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover
statutes (including control share acquisition statutes, control share cash-out
statutes, freezeout provisions, fair price provisions, stakeholder laws, poison
pill endorsements, severance pay and labor contract provisions, antigreenmail
provisions, and disgorgement provisions).
7. CAPITAL STRUCTURE
ADJUSTMENTS TO PAR VALUE OF COMMON STOCK
Vote FOR management proposals to reduce the par value of common stock.
COMMON STOCK AUTHORIZATION
Votes on proposals to increase the number of shares of common stock authorized
for issuance are determined on a CASE-BY-CASE basis using a model developed by
ISS.
Vote AGAINST proposals at companies with dual-class capital structures to
increase the number of authorized shares of the class of stock that has superior
voting rights.
Vote FOR proposals to approve increases beyond the allowable increase when a
company's shares are in danger of being delisted or if a company's ability to
continue to operate as a going concern is uncertain.
DUAL-CLASS STOCK
Vote AGAINST proposals to create a new class of common stock with superior
voting rights.
Vote FOR proposals to create a new class of nonvoting or subvoting common stock
if:
o It is intended for financing purposes with minimal or no dilution to
current shareholders
o It is not designed to preserve the voting power of an insider or
significant shareholder
ISSUE STOCK FOR USE WITH RIGHTS PLAN
Vote AGAINST proposals that increase authorized common stock for the explicit
purpose of implementing a shareholder rights plan (poison pill).
PREEMPTIVE RIGHTS
Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive
rights. In evaluating proposals on preemptive rights, consider the size of a
company, the characteristics of its shareholder base, and the liquidity of the
stock.
PREFERRED STOCK
Vote AGAINST proposals authorizing the creation of new classes of preferred
stock with unspecified voting, conversion, dividend distribution, and other
rights ("blank check" preferred stock).
Vote FOR proposals to create "declawed" blank check preferred stock (stock that
cannot be used as a takeover defense).
Vote FOR proposals to authorize preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and
the terms of the preferred stock appear reasonable.
Vote AGAINST proposals to increase the number of blank check preferred stock
authorized for issuance when no shares have been issued or reserved for a
specific purpose.
Vote CASE-BY-CASE on proposals to increase the number of blank check preferred
shares after analyzing the number of preferred shares available for issue given
a company's industry and performance in terms of shareholder returns.
RECAPITALIZATION
Votes CASE-BY-CASE on recapitalizations (reclassifications of securities),
taking into account the following: more simplified capital structure, enhanced
liquidity, fairness of conversion terms, impact on voting power and dividends,
reasons for the reclassification, conflicts of interest, and other alternatives
considered.
REVERSE STOCK SPLITS
Vote FOR management proposals to implement a reverse stock split when the number
of authorized shares will be proportionately reduced.
Vote FOR management proposals to implement a reverse stock split to avoid
delisting.
Votes on proposals to implement a reverse stock split that do not
proportionately reduce the number of shares authorized for issue should be
determined on a CASE-BY-CASE basis using a model developed by ISS.
SHARE REPURCHASE PROGRAMS
Vote FOR management proposals to institute open-market share repurchase plans in
which all shareholders may participate on equal terms.
STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS
Vote FOR management proposals to increase the common share authorization for a
stock split or share dividend, provided that the increase in authorized shares
would not result in an excessive number of shares available for issuance as
determined using a model developed by ISS.
TRACKING STOCK
Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis,
weighing the strategic value of the transaction against such factors as: adverse
governance changes, excessive increases in authorized capital stock, unfair
method of distribution, diminution of voting rights, adverse conversion
features, negative impact on stock option plans, and other alternatives such as
spinoff.
8. EXECUTIVE AND DIRECTOR COMPENSATION
Votes with respect to equity-based compensation plans should be determined on a
CASE-BY-CASE basis. Our methodology for reviewing compensation plans primarily
focuses on the transfer of shareholder wealth (the dollar cost of pay plans to
shareholders instead of simply focusing on voting power dilution). Using the
expanded compensation data disclosed under the SEC's rules, ISS will value every
award type. ISS will include in its analyses an estimated dollar cost for the
proposed plan and all continuing plans. This cost, dilution to shareholders'
equity, will also be expressed as a percentage figure for the transfer of
shareholder wealth, and will be considered along with dilution to voting power.
Once ISS determines the estimated cost of the plan, we compare it to a
company-specific dilution cap.
Our model determines a company-specific allowable pool of shareholder wealth
that may be transferred from the company to plan participants, adjusted for:
o Long-term corporate performance (on an absolute basis and relative to a
standard industry peer group and an appropriate market index),
o Cash compensation, and
o Categorization of the company as emerging, growth, or mature.
These adjustments are pegged to market capitalization.
Vote AGAINST plans that expressly permit the repricing of underwater stock
options without shareholder approval.
Generally vote AGAINST plans in which (1) there is a disconnect between the
CEO's pay and company performance (an increase in pay and a decrease in
performance) and the main source of the pay increase (over half) is equity-based
and (2) the CEO is the participant of the equity proposal. A decrease in
performance is based on negative one- and three-year total shareholder returns.
An increase in pay is based on the CEO's total direct compensation (salary, cash
bonus, present value of stock options, face value of restricted stock, face
value of long-term incentive plan payouts, and all other compensation)
increasing over the previous year. Also may WITHHOLD votes from the Compensation
Committee members.
Generally vote AGAINST plans if the company's most recent three-year burn rate
exceeds one standard deviation in excess of the industry mean and is over two
percent of common shares outstanding. See Table 1 for details.
TABLE 1 : PROXY SEASON 2005 BURN RATE THRESHOLDS
RUSSELL 3000 NON-RUSSELL 3000
------------------------------------------------------------------------------------------------------------------------------
Standard Mean + Std Standard Mean + Std
GICS GICS Dsec Mean Deviation Dev Mean Deviation Dev
------------------------------------------------------------------------------------------------------------------------------
1010 Energy 1.60% 1.02% 2.61% 2.59% 2.19% 4.78%
------------------------------------------------------------------------------------------------------------------------------
1510 Materials 1.55% 0.81% 2.36% 2.54% 1.92% 4.46%
------------------------------------------------------------------------------------------------------------------------------
2010 Capital Goods 1.86% 1.19% 3.05% 3.23% 2.93% 6.17%
------------------------------------------------------------------------------------------------------------------------------
2020 Commercial Services & Supplies 2.87% 1.53% 4.40% 4.39% 3.68% 8.07%
------------------------------------------------------------------------------------------------------------------------------
2030 Transportation 2.10% 1.50% 3.60% 2.44% 2.22% 4.66%
------------------------------------------------------------------------------------------------------------------------------
2510 Automobiles & Components 2.10% 1.37% 3.48% 2.90% 2.28% 5.18%
------------------------------------------------------------------------------------------------------------------------------
2520 Consumer Durables & Apparel 2.40% 1.51% 3.90% 3.42% 2.79% 6.21%
------------------------------------------------------------------------------------------------------------------------------
2530 Hotels Restaurants & Leisure 2.39% 1.08% 3.48% 3.30% 2.87% 6.17%
------------------------------------------------------------------------------------------------------------------------------
2540 Media 2.34% 1.50% 3.84% 4.12% 2.89% 7.01%
------------------------------------------------------------------------------------------------------------------------------
2550 Retailing 2.89% 1.95% 4.84% 4.26% 3.50% 7.75%
------------------------------------------------------------------------------------------------------------------------------
3010 to 3030 Food & Staples Retailing 1.98% 1.50% 3.48% 3.37% 3.32% 6.68%
------------------------------------------------------------------------------------------------------------------------------
3510 Health Care Equipment & Services 3.24% 1.96% 5.20% 4.55% 3.24% 7.79%
------------------------------------------------------------------------------------------------------------------------------
3520 Pharmaceuticals & Biotechnology 3.60% 1.72% 5.32% 5.77% 4.15% 9.92%
------------------------------------------------------------------------------------------------------------------------------
4010 Banks 1.44% 1.17% 2.61% 1.65% 1.60% 3.25%
------------------------------------------------------------------------------------------------------------------------------
4020 Diversified Financials 3.12% 2.54% 5.66% 5.03% 3.53% 8.55%
------------------------------------------------------------------------------------------------------------------------------
4030 Insurance 1.45% 0.88% 2.32% 2.47% 1.77% 4.24%
------------------------------------------------------------------------------------------------------------------------------
4040 Real Estate 1.01% 0.89% 1.90% 1.51% 1.50% 3.01%
------------------------------------------------------------------------------------------------------------------------------
4510 Software & Services 5.44% 3.05% 8.49% 8.08% 6.01% 14.10%
------------------------------------------------------------------------------------------------------------------------------
4520 Technology Hardware & Equipment 4.00% 2.69% 6.68% 5.87% 4.25% 10.12%
------------------------------------------------------------------------------------------------------------------------------
4530 Semiconductors & Semiconductor Equipmen 5.12% 2.86% 7.97% 6.79% 3.95% 10.74%
------------------------------------------------------------------------------------------------------------------------------
5010 Telecommunication Services 2.56% 2.39% 4.95% 4.66% 3.90% 8.56%
------------------------------------------------------------------------------------------------------------------------------
5510 Utilities 0.90% 0.65% 1.55% 3.74% 4.63% 8.38%
------------------------------------------------------------------------------------------------------------------------------
A company with high three-year average burn rates may avoid triggering the burn
rate policy by committing to the industry average over the next years.
However, the above general voting guidelines for pay for performance may change
if the compensation committee members can demonstrate that they have improved
committee performance based on additional public filing such as an DEFA 14A or
8K. The additional filing needs to present strong and compelling evidence of
improved performance with new information that has not been disclosed in the
original proxy statement. The reiteration of the compensation committee report
will not be sufficient evidence of improved committee performance.
Evidence of improved compensation committee performance includes all of the
following:
o The compensation committee has reviewed all components of the CEO's
compensation, including the following:
- Base salary, bonus, long-term incentives
- Accumulative realized and unrealized stock option and restricted stock
gains
- Dollar value of perquisites and other personal benefits to the CEO and the
cost to the company
- Earnings and accumulated payment obligations under the company's
nonqualified deferred compensation aprogram
- Actual projected payment obligations under the company's supplemental
executive retirement plan (SERPs)
A tally sheet setting forth all the above components was prepared and reviewed
affixing dollar amounts under the various payout scenarios.
o A tally sheet with all the above components should be disclosed for the
following termination scenarios:
- Payment if termination occurs within 12 months: $_____
- Payment if "not for cause" termination occurs within 12 months: $_____
- Payment if "change of control" termination occurs within 12 months: $_____
o The compensation committee is committed to provide additional information
on the named executives' annual cash bonus program and/or long-term
incentive cash plan for the current fiscal year. The compensation
committee will provide full disclosure of the qualitative and quantitative
performance criteria and hurdle rates used to determine the payouts of the
cash program. From this disclosure, shareholders will know the minimum
level of performance required for any cash bonus to be delivered as well
as the maximum cash bonus payable for superior performance.
The repetition of the compensation committee report does not meet ISS'
requirement of compelling and strong evidence of improved disclosure. The level
of transparency and disclosure is at the highest level where shareholders can
understand the mechanics of the annual cash bonus and/or long-term incentive
cash plan based on the additional disclosure.
o The compensation committee is committed to grant a substantial portion of
performance-based equity awards to the named executive officers. A
substantial portion of performance-based awards would be at least 50
percent of the shares awarded to each of the named executive officers.
Performance-based equity awards are earned or paid out based on the
achievement of company performance targets. The company will disclose the
details of the performance criteria (e.g., return on equity) and the
hurdle rates (e.g., 15 percent) associated with the performance targets.
From this disclosure, shareholders will know the minimum level of
performance required for any equity grants to be made. The
performance-based equity awards do not refer to non-qualified stock
options(1) or performance-accelerated grants2(.) Instead,
performance-based equity awards are performancecontingent grants where the
individual will not receive the equity grant by not meeting the target
performance and vice versa.
The level of transparency and disclosure is at the highest level where
shareholders can understand the mechanics of the performance-based equity awards
based on the additional disclosure.
o The compensation committee has the sole authority to hire and fire outside
compensation consultants. The role of the outside compensation consultant
is to assist the compensation committee to analyze executive pay packages
or contracts and understand the company's financial measures.
BASED ON THE ADDITIONAL DISCLOSURE OF IMPROVED PERFORMANCE OF THE COMPENSATION
COMMITTEE, ISS WILL GENERALLY VOTE FOR THE COMPENSATION COMMITTEE MEMBERS UP FOR
ANNUAL ELECTION AND VOTE FOR THE EMPLOYEE-BASED STOCK PLAN IF THERE IS ONE ON
THE BALLOT. HOWEVER, ISS IS NOT LIKELY TO VOTE FOR THE COMPENSATION COMMITTEE
MEMBERS AND/OR THE EMPLOYEE-BASED STOCK PLAN IF ISS BELIEVES THE COMPANY HAS
NOT PROVIDED COMPELLING AND SUFFICIENT EVIDENCE OF TRANSPARENT ADDITIONAL
DISCLOSURE OF EXECUTIVE COMPENSATION BASED ON THE ABOVE REQUIREMENTS.
DIRECTOR COMPENSATION
Votes on compensation plans for directors are determined on a CASE-BY-CASE
basis, using a proprietary, quantitative model developed by ISS.
On occasion, director stock plans that set aside a relatively small of shares
when combined with employee or executive stock compensation plans exceed the
allowable cap. In such cases, starting proxy season 2005, ISS will supplement
the analytical approach with a qualitative review of board compensation for
companies, taking into consideration:
o Director stock ownership guidelines
- A minimum of three times the annual cash retainer.
o Vesting schedule or mandatory holding/deferral period
- A minimum vesting of three years for stock options or restricted stock, or
- Deferred stock payable at the end of a three-year deferral period.
o Mix between cash and equity
- A balanced mix of cash and equity, for example 40% cash/60% equity or 50%
cash/50% equity.
- If the mix is heavier on the equity component, the vesting schedule or
deferral period should be more stringent, with the lesser of five years or
the term of directorship.
(1) Non-qualified stock options are not performance-based awards unless the
grant or the vesting of the stock options is tied to the achievement of a
pre-determined and disclosed performance measure. A rising stock market
will generally increase share prices of all companies, despite of the
company's underlying performance.
(2) Performance-accelerated grants are awards that vest earlier based on the
achievement of a specified measure.
However, these grants will ultimately vest over time even without the attainment
of the goal(s).
o Retirement/Benefit and Perquisites programs
- No retirement/benefits and perquisites provided to non-employee directors.
o Quality of disclosure
- Provide detailed disclosure on cash and equity compensation delivered to
each non-employee director for the most recent fiscal year in a table. The
column headers for the table may include the following: name of each
non-employee director, annual retainer, board meeting fees, committee
retainer, committee-meeting fees, and equity grants.
For ISS to recommend a vote FOR director equity plans based on the above
qualitative features, a company needs to demonstrate that it meets all the above
qualitative features in its proxy statement.
STOCK PLANS IN LIEU OF CASH
Votes for plans which provide participants with the option of taking all or a
portion of their cash compensation in the form of stock are determined on a
CASE-BY-CASE basis.
Vote FOR plans which provide a dollar-for-dollar cash for stock exchange.
Votes for plans which do not provide a dollar-for-dollar cash for stock exchange
should be determined on a CASE-BY-CASE basis using a proprietary, quantitative
model developed by ISS. In cases where the exchange is not dollar-for-dollar,
the request for new or additional shares for such equity program will be
considered in the quantitative model. However, the cost would be lower than
full-value awards since part of the deferral compensation is in-lieu-of cash
compensation.
DIRECTOR RETIREMENT PLANS
Vote AGAINST retirement plans for nonemployee directors.
Vote FOR shareholder proposals to eliminate retirement plans for nonemployee
directors.
MANAGEMENT PROPOSALS SEEKING APPROVAL TO REPRICE OPTIONS
Votes on management proposals seeking approval to reprice options are evaluated
on a CASE-BY-CASE basis giving consideration to the following:
o Historic trading patterns
o Rationale for the repricing
o Value-for-value exchange
o Treatment of surrendered options
o Option vesting
o Term of the option
o Exercise price
o Participation.
QUALIFIED EMPLOYEE STOCK PURCHASE PLANS
Votes on qualified employee stock purchase plans should be determined on a
CASE-BY-CASE basis.
Vote FOR employee stock purchase plans where all of the following apply:
o Purchase price is at least 85 percent of fair market value
o Offering period is 27 months or less, and
o The number of shares allocated to the plan is ten percent or less of the
outstanding shares
Vote AGAINST qualified employee stock purchase plans where any of the following
apply:
o Purchase price is less than 85 percent of fair market value, or
o Offering period is greater than 27 months, or
o The number of shares allocated to the plan is more than ten percent of the
outstanding shares
NONQUALIFIED EMPLOYEE STOCK PURCHASE PLANS
Votes on nonqualified employee stock purchase plans should be determined on a
CASE-BY-CASE basis.
Vote FOR nonqualified employee stock purchase plans with all the following
features:
o Broad-based participation (i.e., all employees of the company with the
exclusion of individuals with 5 percent or more of beneficial ownership of
the company).
o Limits on employee contribution, which may be a fixed dollar amount or
expressed as a percent of base salary.
o Company matching contribution up to 25 percent of employee's contribution,
which is effectively a discount of 20 percent from market value.
o No discount on the stock price on the date of purchase since there is a
company matching contribution.
Vote AGAINST nonqualified employee stock purchase plans when any of the plan
features do not meet the above criteria.
INCENTIVE BONUS PLANS AND TAX DEDUCTIBILITY PROPOSALS (OBRA-RELATED COMPENSATION
PROPOSALS)
Vote FOR proposals that simply amend shareholder-approved compensation plans to
include administrative features or place a cap on the annual grants any one
participant may receive to comply with the provisions of Section 162(m).
Vote FOR proposals to add performance goals to existing compensation plans to
comply with the provisions of Section 162(m) unless they are clearly
inappropriate.
Votes to amend existing plans to increase shares reserved and to qualify for
favorable tax treatment under the provisions of Section 162(m) should be
considered on a CASE-BY-CASE basis using a proprietary, quantitative model
developed by ISS.
Generally vote FOR cash or cash and stock bonus plans that are submitted to
shareholders for the purpose of exempting compensation from taxes under the
provisions of Section 162(m) if no increase in shares is requested.
EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)
Vote FOR proposals to implement an ESOP or increase authorized shares for
existing ESOPs, unless the number of shares allocated to the ESOP is excessive
(more than five percent of outstanding shares.)
401(K) EMPLOYEE BENEFIT PLANS
Vote FOR proposals to implement a 401(k) savings plan for employees.
SHAREHOLDER PROPOSALS REGARDING EXECUTIVE AND DIRECTOR PAY
Generally, vote FOR shareholder proposals seeking additional disclosure of
executive and director pay information, provided the information requested is
relevant to shareholders' needs, would not put the company at a competitive
disadvantage relative to its industry, and is not unduly burdensome to the
company.
Vote AGAINST shareholder proposals seeking to set absolute levels on
compensation or otherwise dictate the amount or form of compensation.
Vote AGAINST shareholder proposals requiring director fees be paid in stock
only.
Vote FOR shareholder proposals to put option repricings to a shareholder vote.
Vote on a CASE-BY-CASE basis for all other shareholder proposals regarding
executive and director pay, taking into account company performance, pay level
versus peers, pay level versus industry, and long term corporate outlook.
OPTION EXPENSING
Generally vote FOR shareholder proposals asking the company to expense stock
options, unless the company has already publicly committed to expensing options
by a specific date.
PERFORMANCE-BASED AWARDS
Generally vote FOR shareholder proposals advocating the use of performance-based
awards like indexed, premium-priced, and performance-vested options or
performance-based shares, unless:
o The proposal is overly restrictive (e.g., it mandates that awards to all
employees must be performance-based or all awards to top executives must
be a particular type, such as indexed options)
o The company demonstrates that it is using a substantial portion of
performance-based awards for its top executives
GOLDEN PARACHUTES AND EXECUTIVE SEVERANCE AGREEMENTS
Vote FOR shareholder proposals to require golden parachutes or executive
severance agreements to be submitted for shareholder ratification, unless the
proposal requires shareholder approval prior to entering into employment
contracts.
Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes.
An acceptable parachute should include the following:
o The triggering mechanism should be beyond the control of management
o The amount should not exceed three times base amount (defined as the
average annual taxable W-2 compensation during the five years prior to the
year in which the change of control occurs
o Change-in-control payments should be double-triggered, i.e., (1) after a
change in control has taken place, and (2) termination of the executive as
a result of the change in control. ISS defines change in control as a
change in the company ownership structure.
PENSION PLAN INCOME ACCOUNTING
Generally vote FOR shareholder proposals to exclude pension plan income in the
calculation of earnings used in determining executive bonuses/compensation.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS (SERPS)
Generally vote FOR shareholder proposals requesting to put extraordinary
benefits contained in SERP agreements to a shareholder vote unless the company's
executive pension plans do not contain excessive benefits beyond what is offered
under employee-wide plans.
9. SOCIAL AND ENVIRONMENTAL ISSUES
CONSUMER ISSUES AND PUBLIC SAFETY
ANIMAL RIGHTS
Vote CASE-BY-CASE on proposals to phase out the use of animals in product
testing, taking into account:
o The nature of the product and the degree that animal testing is necessary
or federally mandated (such as medical products),
o The availability and feasibility of alternatives to animal testing to
ensure product safety, and
o The degree that competitors are using animal-free testing.
o Generally vote FOR proposals seeking a report on the company's animal
welfare standards unless:
o The company has already published a set of animal welfare standards and
monitors compliance
o The company's standards are comparable to or better than those of peer
firms, and
o There are no serious controversies surrounding the company's treatment of
animals
DRUG PRICING
Vote CASE-BY-CASE on proposals asking the company to implement price restraints
on pharmaceutical products, taking into account:
o Whether the proposal focuses on a specific drug and region
o Whether the economic benefits of providing subsidized drugs (e.g., public
goodwill) outweigh the costs in terms of reduced profits, lower R&D
spending, and harm to competitiveness
o The extent that reduced prices can be offset through the company's
marketing budget without affecting R&D spending
o Whether the company already limits price increases of its products
o Whether the company already contributes life -saving pharmaceuticals to
the needy and Third World countries
o The extent that peer companies implement price restraints
GENETICALLY MODIFIED FOODS
Vote AGAINST proposals asking companies to voluntarily label genetically
engineered (GE) ingredients in their products or alternatively to provide
interim labeling and eventually eliminate GE ingredients due to the costs and
feasibility of labeling and/or phasing out the use of GE ingredients.
Vote CASE-BY-CASE on proposals asking for a report on the feasibility of
labeling products containing GE ingredients taking into account:
o The relevance of the proposal in terms of the company's business and the
proportion of it affected by the resolution
o The quality of the company's disclosure on GE product labeling and related
voluntary initiatives and how this disclosure compares with peer company
disclosure
o Company's current disclosure on the feasibility of GE product labeling,
including information on the related costs
o Any voluntary labeling initiatives undertaken or considered by the
company.
Vote CASE-BY-CASE on proposals asking for the preparation of a report on the
financial, legal, and environmental impact of continued use of GE
ingredients/seeds.
o The relevance of the proposal in terms of the company's business and the
proportion of it affected by the resolution
o The quality of the company's disclosure on risks related to GE product use
and how this disclosure compares with peer company disclosure
o The percentage of revenue derived from international operations,
particularly in Europe, where GE products are more regulated and consumer
backlash is more pronounced.
Vote AGAINST proposals seeking a report on the health and environmental effects
of genetically modified organisms (GMOs). Health studies of this sort are better
undertaken by regulators and the scientific community.
Vote AGAINST proposals to completely phase out GE ingredients from the company's
products or proposals asking for reports outlining the steps necessary to
eliminate GE ingredients from the company's products. Such resolutions
presuppose that there are proven health risks to GE ingredients (an issue better
left to federal regulators) that outweigh the economic benefits derived from
biotechnology.
HANDGUNS
Generally vote AGAINST requests for reports on a company's policies aimed at
curtailing gun violence in the United States unless the report is confined to
product safety information. Criminal misuse of firearms is beyond company
control and instead falls within the purview of law enforcement agencies.
HIV/AIDS
Vote CASE-BY-CASE on requests for reports outlining the impact of the health
pandemic (HIV/AIDS, malaria and tuberculosis) on the company's Sub-Saharan
operations and how the company is responding to it, taking into account:
o The nature and size of the company's operations in Sub-Saharan Africa and
the number of local employees
o The company's existing healthcare policies, including benefits and
healthcare access for local workers
o Company donations to healthcare providers operating in the region
Vote AGAINST proposals asking companies to establish, implement, and report on a
standard of response to the HIV/AIDS, TB, and Malaria health pandemic in Africa
and other developing countries, unless the company has significant operations in
these markets and has failed to adopt policies and/or procedures to address
these issues comparable to those of industry peers.
PREDATORY LENDING
Vote CASE-BY CASE on requests for reports on the company's procedures for
preventing predatory lending, including the establishment of a board committee
for oversight, taking into account:
o Whether the company has adequately disclosed mechanisms in place to
prevent abusive lending practices
o Whether the company has adequately disclosed the financial risks of its
subprime business
o Whether the company has been subject to violations of lending laws or
serious lending controversies
o Peer companies' policies to prevent abusive lending practices.
TOBACCO
Most tobacco-related proposals should be evaluated on a CASE-BY-CASE basis,
taking into account the following factors:
Second-hand smoke:
o Whether the company complies with all local ordinances and regulations
o The degree that voluntary restrictions beyond those mandated by law might
hurt the company's competitiveness
o The risk of any health-related liabilities.
Advertising to youth:
o Whether the company complies with federal, state, and local laws on the
marketing of tobacco or if it has been fined for violations
o Whether the company has gone as far as p eers in restricting advertising
o Whether the company entered into the Master Settlement Agreement, which
restricts marketing of tobacco to youth
o Whether restrictions on marketing to youth extend to foreign countries
Cease production of tobacco-related products or avoid selling products to
tobacco companies:
o The percentage of the company's business affected
o The economic loss of eliminating the business versus any potential
tobacco-related liabilities.
o Spinoff tobacco-related businesses:
o The percentage of the company's business affected
o The feasibility of a spinoff
o Potential future liabilities related to the company's tobacco business.
Stronger product warnings:
Vote AGAINST proposals seeking stronger product warnings. Such decisions are
better left to public health authorities.
Investment in tobacco stocks:
Vote AGAINST proposals prohibiting investment in tobacco equities. Such
decisions are better left to portfolio managers.
ENVIRONMENT AND ENERGY
ARCTIC NATIONAL WILDLIFE REFUGE
Generally vote AGAINST request for reports outlining potential environmental
damage from drilling in the Arctic National Wildlife Refuge (ANWR) unless:
o New legislation is adopted allowing development and drilling in the ANWR
region;
o The company intends to pursue operations in the ANWR; and
o The company does not currently disclose an environmental risk report for
their operations in the ANWR.
CERES PRINCIPLES
Vote CASE-BY-CASE on proposals to adopt the CERES Principles, taking into
account:
o The company's current environmental disclosure beyond legal requirements,
including environmental health and safety (EHS) audits and reports that
may duplicate CERES
o The company's environmental performance record, including violations of
federal and state regulations, level of toxic emissions, and accidental
spills
o Environmentally conscious practices of peer companies, including
endorsement of CERES
o Costs of membership and implementation.
ENVIRONMENTAL-ECONOMIC RISK REPORT
Vote CASE BY CASE on proposals requesting an economic risk assessment of
environmental performance considering:
o The feasibility of financially quantifying environmental risk factors,
o The company's compliance with applicable legislation and/or regulations
regarding environmental performance,
o The costs associated with implementing improved standards,
o The potential costs associated with remediation resulting from poor
environmental performance, and
o The current level of disclosure on environmental policies and initiatives.
ENVIRONMENTAL REPORTS
Generally vote FOR requests for reports disclosing the company's environmental
policies unless it already has well-documented environmental management systems
that are available to the public.
GLOBAL WARMING
Generally vote FOR proposals requesting a report on greenhouse gas emissions
from company operations and/or products unless this information is already
publicly disclosed or such factors are not integral to the company's line of
business.
Generally vote AGAINST proposals that call for reduction in greenhouse gas
emissions by specified amounts or within a restrictive time frame unless the
company lags industry standards and has been the subject of recent, significant
fines or litigation resulting from greenhouse gas emissions.
RECYCLING
Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy,
taking into account:
o The nature of the company's business and the percentage affected
o The extent that peer companies are recycling
o The timetable prescribed by the proposal
o The costs and methods of implementation
o Whether the company has a poor environmental track record, such as
violations of federal and state regulations.
RENEWABLE ENERGY
In general, vote FOR requests for reports on the feasibility of developing
renewable energy sources unless the report is duplicative of existing disclosure
or irrelevant to the company's line of business.
Generally vote AGAINST proposals requesting that the company invest in renewable
energy sources. Such decisions are best left to management's evaluation of the
feasibility and financial impact that such programs may have on the company.
SUSTAINABILITY REPORT
Generally vote FOR proposals requesting the company to report on policies and
initiatives related to social, economic, and environmental sustainability,
unless:
o The company already discloses similar information through existing reports
or policies such as an Environment, Health, and Safety (EHS) report;
comprehensive Code of Corporate Conduct; and/or Diversity Report; or
o The company has formally committed to the implementation of a reporting
program based on Global Reporting Initiative (GRI) guidelines or a similar
standard within a specified time frame.
GENERAL CORPORATE ISSUES
OUTSOURCING/ OFFSHORING
Vote CASE BY CASE on proposals calling for companies to report on the risks
associated with outsourcing, considering:
o Risks associated with certain international markets
o The utility of such a report to shareholders
o The existence of a publicly available code of corporate conduct that
applies to international operations
LINK EXECUTIVE COMPENSATION TO SOCIAL PERFORMANCE
Vote CASE-BY-CASE on proposals to review ways of linking executive compensation
to social factors, such as corporate downsizings, customer or employee
satisfaction, community involvement, human rights, environmental performance,
predatory lending, and executive/employee pay disparities. Such resolutions
should be evaluated in the context of:
o The relevance of the issue to be linked to pay
o The degree that social performance is already included in the company's
pay structure and disclosed
o The degree that social performance is used by peer companies in setting
pay
o Violations or complaints filed against the company relating to the
particular social performance measure
o Artificial limits sought by the proposal, such as freezing or capping
executive pay
o Independence of the compensation committee
o Current company pay levels.
CHARITABLE/POLITICAL CONTRIBUTIONS
Generally vote AGAINST proposals asking the company to affirm political
nonpartisanship in the workplace so long as:
o The company is in compliance with laws governing corporate political
activities, and
o The company has procedures in place to ensure that employee contributions
to company-sponsored political action committees (PACs) are strictly
voluntary and not coercive.
Vote AGAINST proposals to report or publish in newspapers the company's
political contributions. Federal and state laws restrict the amount of corporate
contributions and include reporting requirements.
Vote AGAINST proposals disallowing the company from making political
contributions. Businesses are affected by legislation at the federal, state, and
local level and barring contributions can put the company at a competitive
disadvantage.
Vote AGAINST proposals restricting the company from making charitable
contributions. Charitable contributions are generally useful for assisting
worthwhile causes and for creating goodwill in the community. In the absence of
bad faith, self-dealing, or gross negligence, management should determine which
contributions are in the best interests of the company.
Vote AGAINST proposals asking for a list of company executives, directors,
consultants, legal counsels, lobbyists, or investment bankers that have prior
government service and whether such service had a bearing on the business of the
company. Such a list would be burdensome to prepare without providing any
meaningful information to shareholders.
LABOR STANDARDS AND HUMAN RIGHTS
CHINA PRINCIPLES
Vote AGAINST proposals to implement the China Principles unless:
o There are serious controversies surrounding the company's China
operations, and
o The company does not have a code of conduct with standards similar to
those promulgated by the International Labor Organization (ILO).
COUNTRY-SPECIFIC HUMAN RIGHTS REPORTS
Vote CASE-BY-CASE on requests for reports detailing the company's operations in
a particular country and steps to protect human rights, based on:
o The nature and amount of company business in that country
o The company's workplace code of conduct
o Proprietary and confidential information involved
o Company compliance with U.S. regulations on investing in the country
o Level of peer company involvement in the country.
INTERNATIONAL CODES OF CONDUCT/VENDOR STANDARDS
Vote CASE-BY-CASE on proposals to implement certain human rights standards at
company facilities or those of its suppliers and to commit to outside,
independent monitoring. In evaluating these proposals, the following should be
considered:
o The company's current workplace code of conduct or adherence to other
global standards and the degree they meet the standards promulgated by the
proponent
o Agreements with foreign suppliers to meet certain workplace standards
o Whether company and vendor facilities are monitored and how
o Company participation in fair labor organizations
o Type of business
o Proportion of business conducted overseas
o Countries of operation with known human rights abuses
o Whether the company has been recently involved in significant labor and
human rights controversies or violations
o Peer company standards and practices
o Union presence in company's international factories
o Generally vote FOR reports outlining vendor standards compliance unless
any of the following apply:
o The company does not operate in countries with significant human rights
violations
o The company has no recent human rights controversies or violations, or
o The company already publicly discloses information on its vendor standards
compliance.
MACBRIDE PRINCIPLES
Vote CASE-BY-CASE on proposals to endorse or increase activity on the MacBride
Principles, taking into account:
o Company compliance with or violations of the Fair Employment Act of 1989
o Company antidiscrimination policies that already exceed the legal
requirements
o The cost and feasibility of adopting all nine principles
o The cost of duplicating efforts to follow two sets of standards (Fair
Employment and the MacBride Principles)
o The potential for charges of reverse discrimination
o The potential that any company sales or contracts in the rest of the
United Kingdom could be negatively impacted
o The level of the company's investment in Northern Ireland
o The number of company employees in Northern Ireland
o The degree that industry peers have adopted the MacBride Principles
o Applicable state and municipal laws that limit contracts with companies
that have not adopted the MacBride Principles.
MILITARY BUSINESS
FOREIGN MILITARY SALES/OFFSETS
Vote AGAINST reports on foreign military sales or offsets. Such disclosures may
involve sensitive and confidential information. Moreover, companies must comply
with government controls and reporting on foreign military sales.
LANDMINES AND CLUSTER BOMBS
Vote CASE-BY-CASE on proposals asking a company to renounce future involvement
in antipersonnel landmine production, taking into account:
o Whether the company has in the past manufactured landmine components
o Whether the company's peers have renounced future production
o Vote CASE-BY-CASE on proposals asking a company to renounce future
involvement in cluster bomb production, taking into account:
o What weapons classifications the proponent views as cluster bombs
o Whether the company currently or in the past has manufactured cluster
bombs or their components
o The percentage of revenue derived from cluster bomb manufacture
o Whether the company's peers have renounced future production
NUCLEAR WEAPONS
Vote AGAINST proposals asking a company to cease production of nuclear weapons
components and delivery systems, including disengaging from current and proposed
contracts. Components and delivery systems serve multiple military and
non-military uses, and withdrawal from these contracts could have a negative
impact on the company's business.
OPERATIONS IN NATIONS SPONSORING TERRORISM (IRAN)
Vote CASE-BY-CASE on requests for a board committee review and report outlining
the company's financial and reputational risks from its operations in Iran,
taking into account current disclosure on:
o The nature and purpose of the Iranian operations and the amount of
business involved (direct and indirect revenues and expenses) that could
be affected by political disruption
o Compliance with U.S. sanctions and laws
SPACED-BASED WEAPONIZATION
Generally vote FOR reports on a company's involvement in spaced-based
weaponization unless:
o The information is already publicly available or
o The disclosures sought could compromise proprietary information.
WORKPLACE DIVERSITY
BOARD DIVERSITY
Generally vote FOR reports on the company's efforts to diversify the board,
unless:
o The board composition is reasonably inclusive in relation to companies of
similar size and business or
o The board already reports on its nominating procedures and diversity
initiatives.
Generally vote AGAINST proposals that would call for the adoption of specific
committee charter language regarding diversity initiatives unless the company
fails to publicly disclose existing equal opportunity or nondiscrimination
policies.
Vote CASE-BY-CASE on proposals asking the company to increase the representation
of women and minorities on the board, taking into account:
o The degree of board diversity
o Comparison with peer companies
o Established process for improving board diversity
o Existence of independent nominating committee
o Use of outside search firm
o History of EEO violations.
EQUAL EMPLOYMENT OPPORTUNITY (EEO)
Generally vote FOR reports outlining the company's affirmative action
initiatives unless all of the following apply:
o The company has well-documented equal opportunity programs
o The company already publicly reports on its company-wide affirmative
initiatives and provides data on its workforce diversity, and
o The company has no recent EEO-related violations or litigation.
Vote AGAINST proposals seeking information on the diversity efforts of suppliers
and service providers, which can pose a significant cost and administration
burden on the company.
GLASS CEILING
Generally vote FOR reports outlining the company's progress towards the Glass
Ceiling Commission's business recommendations, unless:
o The composition of senior management and the board is fairly inclusive
o The company has well-documented programs addressing diversity initiatives
and leadership development
o The company already issues public reports on its company-wide affirmative
initiatives and provides data on its workforce diversity, and
o The company has had no recent, significant EEO-related violations or
litigation
SEXUAL ORIENTATION
Vote FOR proposals seeking to amend a company's EEO statement in order to
prohibit discrimination based on sexual orientation, unless the change would
result in excessive costs for the company.
Vote AGAINST proposals to ext end company benefits to or eliminate benefits from
domestic partners. Benefits decisions should be left to the discretion of the
company.
10. MUTUAL FUND PROXIES
ELECTION OF DIRECTORS
Vote the election of directors on a CASE-BY-CASE basis, considering the
following factors: board structure; director independence and qualifications;
and compensation of directors within the fund and the family of funds attendance
at board and committee meetings.
Votes should be withheld from directors who:
o attend less than 75 percent of the board and committee meetings
o without a valid excuse for the absences. Valid reasons include illness or
o absence due to company business. Participation via telephone is
acceptable.
o In addition, if the director missed only one meeting or one day's
o meetings, votes should not be withheld even if such absence dropped the
o director's attendance below 75 percent.
o ignore a shareholder proposal that is approved by a majority of shares
o outstanding;
o ignore a shareholder proposal that is approved by a majority of the
o votes cast for two consecutive years;
o are interested directors and sit on the audit or nominating committee; or
o are interested directors and the full board serves as the audit or
o nominating committee or the company does not have one of these
o committees.
CONVERTING CLOSED-END FUND TO OPEN-END FUND
Vote conversion proposals on a CASE-BY-CASE basis, considering the following
factors: past performance as a closed-end fund; market in which the fund
invests; measures taken by the board to address the discount; and past
shareholder activism, board activity, and votes on related proposals.
Proxy Contests
Votes on proxy contests should be determined on a CASE-BY-CASE basis,
considering the following factors:
o Past performance relative to its peers
o Market in which fund invests
o Measures taken by the board to address the issues
o Past shareholder activism, board activity, and votes on related proposals
o Strategy of the incumbents versus the dissidents
o Independence of directors
o Experience and skills of director candidates
o Governance profile of the company
o Evidence of management entrenchment
INVESTMENT ADVISORY AGREEMENTS
Votes on investment advisory agreements should be determined on a CASE-BY-CASE
basis, considering the following factors:
o Proposed and current fee schedules
o Fund category/investment objective
o Performance benchmarks
o Share price performance as compared with peers
o Resulting fees relative to peers
o Assignments (where the advisor undergoes a change of control)
APPROVING NEW CLASSES OR SERIES OF SHARES
Vote FOR the establishment of new classes or series of shares.
PREFERRED STOCK PROPOSALS
Votes on the authorization for or increase in preferred shares should be
determined on a CASE-BY-CASE basis, considering the following factors: stated
specific financing purpose, possible dilution for common shares, and whether the
shares can be used for antitakeover purposes
1940 ACT POLICIES
Votes on 1940 Act policies should be determined on a CASE-BY-CASE basis,
considering the following factors: potential competitiveness; regulatory
developments; current and potential returns; and current and potential risk.
Generally vote FOR these amendments as long as the proposed changes do not
fundamentally alter the investment focus of the fund and do comply with t he
current SEC interpretation.
CHANGING A FUNDAMENTAL RESTRICTION TO A NONFUNDAMENTAL RESTRICTION
Proposals to change a fundamental restriction to a nonfundamental restriction
should be evaluated on a CASEBY-CASE basis, considering the following factors:
the fund's target investments, the reasons given by the fund for the change, and
the projected impact of the change on the portfolio.
CHANGE FUNDAMENTAL INVESTMENT OBJECTIVE TO NONFUNDAMENTAL
Vote AGAINST proposals to change a fund's fundamental investment objective to
nonfundamental.
NAME CHANGE PROPOSALS
Votes on name change proposals should be determined on a CASE-BY-CASE basis,
considering the following factors: political/economic changes in the target
market, consolidation in the target market, and current asset composition
CHANGE IN FUND'S SUBCLASSIFICATION
Votes on changes in a fund's subclassification should be determined on a
CASE-BY-CASE basis, considering the following factors: potential
competitiveness, current and potential returns, risk of concentration, and
consolidation in target industry
DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION
Vote these proposals on a CASE-BY-CASE basis, considering the following factors:
strategies employed to salvage the company; the fund's past performance; and
terms of the liquidation.
CHANGES TO THE CHARTER DOCUMENT
Votes on changes to the charter document should be determined on a CASE-BY-CASE
basis, considering the following factors:
o The degree of change implied by the proposal
o The efficiencies that could result
o The state of incorporation
o Regulatory standards and implications
Vote AGAINST any of the following changes:
o Removal of shareholder approval requirement to reorganize or terminate the
trust or any of its series
o Removal of shareholder approval requirement for amendments to the new
declaration of trust
o Removal of shareholder approval requirement to amend the fund's management
contract, allowing the contract to be modified by the investment manager
and the trust management, as permitted by the 1940 Act
o Allow the trustees to impose other fees in addition to sales charges on
investment in a fund, such as deferred sales charges and redemption fees
that may be imposed upon redemption of a fund's shares
o Removal of shareholder approval requirement to engage in and terminate
subadvisory arrangements
o Removal of shareholder approval requirement to change the domicile of the
fund
CHANGING THE DOMICILE OF A FUND
Vote reincorporations on a CASE-BY-CASE basis, considering the following
factors: regulations of both states; required fundamental policies of both
states; and the increased flexibility available.
AUTHORIZING THE BOARD TO HIRE AND TERMINATE SUBADVISORS WITHOUT
SHAREHOLDER APPROVAL
Vote AGAINST proposals authorizing the board to hire/terminate subadvisors
without shareholder approval.
DISTRIBUTION AGREEMENTS
Vote these proposals on a CASE-BY-CASE basis, considering the following factors:
fees charged to comparably sized funds with similar objectives, the proposed
distributor's reputation and past performance, the competitiveness of the fund
in the industry, and terms of the agreement.
MASTER-FEEDER STRUCTURE
Vote FOR the establishment of a master-feeder structure.
MERGERS
Vote merger proposals on a CASE-BY-CASE basis, considering the following
factors: resulting fee structure, performance of both funds, continuity of
management personnel, and changes in corporate governance and their impact on
shareholder rights.
SHAREHOLDER PROPOSALS TO ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT
Generally vote AGAINST shareholder proposals that mandate a specific minimum
amount of stock that directors must own in order to qualify as a director or to
remain on the board. While ISS favors stock ownership on the part of directors,
the company should determine the appropriate ownership requirement.
SHAREHOLDER PROPOSALS TO REIMBURSE SHAREHOLDER FOR EXPENSES INCURRED
Voting to reimburse proxy solicitation expenses should be analyzed on a
CASE-BY-CASE basis. In cases where ISS recommends in favor of the dissidents, we
also recommend voting for reimbursing proxy solicitation expenses.
SHAREHOLDER PROPOSALS TO TERMINATE THE INVESTMENT ADVISOR
Vote to terminate the investment advisor on a CASE-BY-CASE basis, considering
the following factors: performance of the fund's NAV, the fund's history of
shareholder relations, and the performance of other funds under the advisor's
management.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not yet applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's
second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND &
INCOME FUND
By (Signature and Title)* /S/ JAMES A. BOWEN
-------------------------------------------------------
James A. Bowen, Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
Date JULY 28, 2005
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /S/ JAMES A. BOWEN
-------------------------------------------------------
James A. Bowen, Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
Date JULY 28, 2005
----------------------------------------------------------------------------
By (Signature and Title)* /S/ MARK R. BRADLEY
-------------------------------------------------------
Mark R. Bradley, Treasurer, Controller, Chief Financial
Officer and Chief Accounting Officer
(principal financial officer)
Date JULY 28, 2005
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.