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
-----------
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
---------------------------------------------------------------
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
---------------------------------------------------------------
(Name and address of agent for service)
registrant's telephone number, including area code: 630-765-8000
--------------
Date of fiscal year end: November 30
-------------
Date of reporting period: November 30, 2013
-------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
ANNUAL REPORT
FOR THE YEAR ENDED
NOVEMBER 30, 2013
MACQUARIE/FIRST TRUST
GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND &
INCOME FUND (MFD)
FOUR CORNERS
MACQUARIE CAPITAL MANAGEMENT FIRST TRUST
--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
ANNUAL REPORT
NOVEMBER 30, 2013
Shareholder Letter........................................................... 1
At A Glance.................................................................. 2
Portfolio Commentary......................................................... 3
Portfolio of Investments..................................................... 8
Statement of Assets and Liabilities.......................................... 12
Statement of Operations...................................................... 13
Statements of Changes in Net Assets.......................................... 14
Statement of Cash Flows...................................................... 15
Financial Highlights......................................................... 16
Notes to Financial Statements................................................ 17
Report of Independent Public Accounting Firm................................. 23
Additional Information....................................................... 24
Board of Trustees and Officers............................................... 30
Privacy Policy............................................................... 32
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended. Forward-looking statements include statements regarding the goals,
beliefs, plans or current expectations of First Trust Advisors L.P. ("First
Trust" or the "Advisor") and/or Macquarie Capital Investment Management LLC
("MCIM") and/or Four Corners Capital Management, LLC ("Four Corners") (MCIM and
Four Corners collectively, the "Sub-Advisors"), and their respective
representatives, taking into account the information currently available to
them. Forward-looking statements include all statements that do not relate
solely to current or historical fact. For example, forward-looking statements
include the use of words such as "anticipate," "estimate," "intend," "expect,"
"believe," "plan," "may," "should," "would" or other words that convey
uncertainty of future events or outcomes.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "Fund") to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. When
evaluating the information included in this report, you are cautioned not to
place undue reliance on these forward-looking statements, which reflect the
judgment of the Advisor and/or Sub-Advisors and their respective representatives
only as of the date hereof. We undertake no obligation to publicly revise or
update these forward-looking statements to reflect events and circumstances that
arise after the date hereof.
PERFORMANCE AND RISK DISCLOSURE
There is no assurance that the Fund will achieve its investment objective. The
Fund is subject to market risk, which is the possibility that the market values
of securities owned by the Fund will decline and that the value of the Fund
shares may therefore be less than what you paid for them. Accordingly, you can
lose money by investing in the Fund. See "Risk Considerations" in the Additional
Information section of this report for a discussion of certain other risks of
investing in the Fund.
Performance data quoted represents past performance, which is no guarantee of
future results, and current performance may be lower or higher than the figures
shown. For the most recent month-end performance figures, please visit
http://www.ftportfolios.com or speak with your financial advisor. Investment
returns, net asset value and common share price will fluctuate and Fund shares,
when sold, may be worth more or less than their original cost.
HOW TO READ THIS REPORT
This report contains information that may help you evaluate your investment. It
includes details about the Fund and presents data and analysis that provide
insight into the Fund's performance and investment approach.
By reading the portfolio commentary by the portfolio management team of the
Fund, you may obtain an understanding of how the market environment affected the
Fund's performance. The statistical information that follows may help you
understand the Fund's performance compared to that of relevant market
benchmarks.
It is important to keep in mind that the opinions expressed by personnel of MCIM
and Four Corners are just that: informed opinions. They should not be considered
to be promises or advice. The opinions, like the statistics, cover the period
through the date on the cover of this report. The risks of investing in the Fund
are spelled out in the prospectus, the statement of additional information, this
report and other Fund regulatory filings.
MCIM, FOUR CORNERS AND THE FUND ARE NOT DEPOSIT TAKING INSTITUTIONS FOR THE
PURPOSES OF THE BANKING ACT OF 1959 (COMMONWEALTH OF AUSTRALIA) AND THEIR
OBLIGATIONS DO NOT REPRESENT DEPOSITS OR OTHER LIABILITIES OF MACQUARIE BANK
LIMITED ABN 46 008 583 542. MACQUARIE BANK LIMITED DOES NOT GUARANTEE OR
OTHERWISE PROVIDE ASSURANCE IN RESPECT OF THE OBLIGATIONS OF MCIM, FOUR CORNERS
OR THE FUND.
--------------------------------------------------------------------------------
SHAREHOLDER LETTER
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
ANNUAL LETTER FROM THE CHAIRMAN AND CEO
NOVEMBER 30, 2013
Dear Shareholders:
I am pleased to present you with the annual report for your investment in
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund
(the "Fund").
As a shareholder, twice a year you receive a detailed report about your
investment, including portfolio commentary from the Fund's management team, a
performance analysis and a market and Fund outlook. Additionally, First Trust
Advisors L.P. ("First Trust") compiles the Fund's financial statements for you
to review. These reports are intended to keep you up-to-date on your investment,
and I encourage you to read this document and discuss it with your financial
advisor.
As you are probably aware, the twelve months covered by this report saw both
challenging economic and political issues in the U.S. However, the period was
still positive for the markets. In fact, the S&P 500 Index, as measured on a
total return basis, rose 30.30% during the twelve months ended November 30,
2013. Of course, past performance can never be an indicator of future
performance, but First Trust believes that staying invested in quality products
through up and down markets and having a long-term horizon can help investors as
they work toward their financial goals.
First Trust continues to offer a variety of products that we believe could fit
the financial plans for many investors seeking long-term investment success.
Your financial advisor can tell you about the other investments First Trust
offers that might fit your financial goals. We encourage you to discuss those
goals with your financial advisor regularly so that he or she can help keep you
on track and help you choose investments that match your goals.
First Trust will continue to make available up-to-date information about your
investments so you and your financial advisor are current on any First Trust
investments you own. We value our relationship with you, and thank you for the
opportunity to assist you in achieving your financial goals.
Sincerely,
/s/ James A. Bowen
James A. Bowen
Chairman of the Board of Trustees
Chief Executive Officer of First Trust Advisors L.P.
Page 1
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
"AT A GLANCE"
AS OF NOVEMBER 30, 2013 (UNAUDITED)
------------------------------------------------------------------------
FUND STATISTICS
------------------------------------------------------------------------
Symbol on New York Stock Exchange MFD
Common Share Price $16.02
Common Share Net Asset Value ("NAV") $16.65
Premium (Discount) to NAV (3.78)%
Net Assets Applicable to Common Shares $142,058,456
Current Quarterly Distribution per Common Share (1) $0.3500
Current Annualized Distribution per Common Share $1.4000
Current Distribution Rate on Closing Common Share Price (2) 8.74%
Current Distribution Rate on NAV (2) 8.41%
------------------------------------------------------------------------
------------------------------------------------------------------------
COMMON SHARE PRICE & NAV (WEEKLY CLOSING PRICE)
------------------------------------------------------------------------
Common Share Price NAV
10/31/12 $15.54 $16.27
15.48 16.12
14.96 15.76
14.08 15.53
14.92 15.75
11/12 14.84 15.91
14.59 15.84
14.78 16.01
15.20 16.14
12/12 15.01 15.99
15.35 16.43
15.76 16.50
15.98 16.48
1/13 16.20 16.70
16.05 16.82
16.02 16.56
16.28 16.44
2/13 15.98 16.17
16.05 16.04
16.23 16.22
16.11 16.30
16.33 16.58
3/13 16.12 16.65
16.10 16.64
16.48 17.01
16.47 16.76
4/13 16.49 17.13
17.30 17.40
16.78 17.29
17.19 17.31
16.21 16.78
5/13 15.75 16.30
15.73 16.31
15.74 16.41
15.59 15.74
6/13 15.48 16.03
15.77 15.96
16.09 16.45
15.87 16.75
7/13 15.78 16.88
15.88 16.92
15.60 16.93
15.10 16.75
14.80 16.32
8/13 14.61 16.03
14.83 16.26
15.20 16.54
15.66 16.96
9/13 15.58 16.88
15.45 16.88
15.45 17.05
15.68 17.34
10/13 16.31 17.55
16.11 17.28
15.74 17.24
15.80 17.30
15.72 16.76
11/13 16.02 16.66
------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
PERFORMANCE
-----------------------------------------------------------------------------------------------------------
Average Annual Total Return
----------------------------------
Inception
1 Year Ended 5 Years Ended (3/25/2004)
11/30/2013 11/30/2013 to 5/31/2013
Fund Performance (3)
NAV 14.41% 16.55% 9.41%
Market Value 17.94% 22.39% 8.45%
Index Performance
S&P 500 Utilities Total Return Index 12.23% 9.50% 9.04%
-----------------------------------------------------------------------------------------------------------
----------------------------------------------------------
% OF TOTAL
TOP 10 HOLDINGS INVESTMENTS
----------------------------------------------------------
National Grid plc 5.9%
GDF Suez 5.4
Enbridge, Inc. 5.2
SSE plc 5.2
Transurban Group 5.0
Centrica plc 3.7
TransCanada Corp. 3.2
Sempra Energy 3.1
Groupe Eurotunnel S.A. 2.7
Eutelsat Communications S.A. 2.6
----------------------------------------------------------
Total 42.0%
======
----------------------------------------------------------
% OF TOTAL
INDUSTRY CLASSIFICATION INVESTMENTS
----------------------------------------------------------
Multi-Utilities 20.0%
Oil, Gas & Consumable Fuels 18.6
Transportation Infrastructure 15.7
Electric Utilities 13.7
Independent Power Producers & Energy Traders 7.0
Health Care Providers & Services 6.2
Media 6.0
Wireless Telecommunication Services 5.6
Diversified Telecommunication Services 2.6
Construction & Engineering 1.6
Road & Rail 1.3
Gas Utilities 1.1
Energy Equipment & Services 0.6
----------------------------------------------------------
Total 100.0%
======
----------------------------------------------------------
% OF TOTAL
COUNTRY INVESTMENTS
----------------------------------------------------------
USA 45.7%
United Kingdom 14.7
France 12.9
Canada 11.8
Australia 5.8
Italy 2.3
Germany 2.1
Switzerland 1.9
Japan 1.7
Cayman Islands 1.1
----------------------------------------------------------
Total 100.0%
======
(1) Most recent distribution paid or declared through 11/30/2013. Subject to
change in the future.
(2) Distribution rates are calculated by annualizing the most recent
distribution paid or declared through the report date and then dividing by
Common Share price or NAV, as applicable, as of 11/30/2013. Subject to
change in the future.
(3) Total return is based on the combination of reinvested dividend, capital
gain and return of capital distributions, if any, at prices obtained by
the Dividend Reinvestment Plan, and changes in NAV per share for NAV
returns and changes in Common Share price for market value returns. Total
returns do not reflect sales load and are not annualized for periods less
than one year. Past performance is not indicative of future results.
Page 2
--------------------------------------------------------------------------------
PORTFOLIO COMMENTARY
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
ANNUAL REPORT
NOVEMBER 30, 2013
SUB-ADVISORS
Macquarie Capital Investment Management LLC ("MCIM") and Four Corners Capital
Management, LLC ("Four Corners") are the sub-advisors of the Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund ("MFD" or the
"Fund"). Both MCIM and Four Corners operate within the Macquarie Funds Group
("MFG") and are wholly-owned, indirect subsidiaries of Macquarie Group Limited
("Macquarie").
The Fund's Core Component, which consists primarily of equity securities and
equity-like securities issued by infrastructure issuers, is managed by MCIM,
which started operations in 2004 with the launch of the Fund. MCIM and its
Australia-based affiliates manage approximately $2.1 billion of assets as of
November 30, 2013, in MFG's Infrastructure Securities portfolios, which include
the Fund.
The Fund's Senior Loan Component is managed by Four Corners. Four Corners was
founded in 2001 and became a wholly-owned subsidiary of Macquarie in 2008. Four
Corners managed over $1.7 billion of assets as of November 30, 2013, with an
emphasis on Senior Loans. Four Corners is a subsidiary of Delaware Asset
Advisers, a series of Delaware Management Business Trust ("Delaware"), which is
also a wholly-owned subsidiary of Macquarie. Delaware managed over $180 billion
in assets across all major asset classes as of November 30, 2013.
MFG is Macquarie's fund management business. MFG is Australia's largest asset
manager and a top 40 asset manager globally, with over USD $360 billion in
assets under management as of September 30, 2013. MFG is a full-service asset
manager, offering a diverse range of products including securities investment
management, infrastructure and real estate asset management, and fund and
equity-based structured products.
PORTFOLIO MANAGEMENT TEAM
ANTHONY FELTON, CFA
CO-PORTFOLIO MANAGER, MFD CORE COMPONENT
PORTFOLIO MANAGER, MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC
JONATHON ONG, CFA
CO-PORTFOLIO MANAGER, MFD CORE COMPONENT
PORTFOLIO MANAGER, MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC
ADAM H. BROWN, CFA
PORTFOLIO MANAGER, MFD SENIOR LOAN COMPONENT
VICE PRESIDENT, FOUR CORNERS CAPITAL MANAGEMENT, LLC
COMMENTARY
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek a high level of current return
consisting of dividends, interest and other similar income while attempting to
preserve capital. The Fund seeks to achieve its investment objective by
investing predominantly in the securities of companies that are involved in the
management, ownership and/or operation of infrastructure and utility assets and
are expected to offer reasonably predictable income and attractive yields.
A typical profile of an infrastructure business would be one whose assets
provide essential public services which are difficult to replace, have a
strategic competitive advantage, demonstrate inelastic demand, and have low
sensitivity to cyclical volatility, courtesy of their essential nature and high
margins.
There can be no assurance that the Fund's investment objective will be achieved.
The Fund may not be appropriate for all investors.
Page 3
--------------------------------------------------------------------------------
PORTFOLIO COMMENTARY (CONTINUED)
--------------------------------------------------------------------------------
MARKET RECAP
Global equities have posted four consecutive quarters of positive returns in the
twelve-month period covered by this report.
In the first half of the period, the developed equity markets were supported by
a decent fourth quarter earnings season and commitment from policymakers in the
major economies to rekindle growth in the global economy, thereby supporting the
fundamental recovery in investor risk appetite. The U.S. Federal Reserve Bank
(the "Fed") remained supportive of the economy and investment markets, with
quantitative easing continuing at USD $85 billion a month. Similarly, in the UK
and Japan, the respective central banks signaled their commitment to policies
aimed at meaningfully reflating economic activity. The Bank of Japan's
announcement of a 2% inflation target and an open-ended quantitative easing (QE)
program was a clear shift to a more aggressive reflationary path. This policy
change led to very strong gains in Japanese asset markets in the first half of
the year.
Concerns about the Fed's proposed QE tapering strategy dominated the latter part
of the period and caused some volatility in equity markets. Markets were
surprised in mid-September by the Fed's decision to postpone the commencement of
tapering. While the decision provided encouragement to global equity and bond
markets, it also provided respite for some emerging economies that had been
subject to large capital outflows and sharply depreciating currencies since late
July. Not surprisingly, global investor risk appetite rose and this was
reflected in the renewed support for high-yielding currencies such as the
Australian dollar.
Speculation about when the Fed would start to taper continued to preoccupy
investors as the period drew to a close. Comments by Fed Chair-elect, Janet
Yellen, and other voting members of the FOMC, added to uncertainty about timing.
PERFORMANCE ANALYSIS - CORE COMPONENT
As shown in the performance table, MFD's net asset value ("NAV") total return1
for the period was 14.41%, ahead of the 12.23% return of the S&P 500 Utilities
Total Return Index (the "Index"). Although the Fund is not managed toward any
benchmark and invests in a global portfolio of infrastructure stocks in a range
of currencies and senior secured loans, we believe that this Index offers an
appropriate frame of reference.
There were a number of factors driving the Core Component's contribution to the
Fund's NAV total return during the period.
The major positive contributors were:
o The strong performance of energy pipeline stocks, particularly in
the U.S.;
o The solid performance of the Toll Roads sector; and
o The good performance of the Rail sector.
In what was a positive year, the larger negative contributors were:
o The strength of the U.S. dollar against the Australian dollar and
the Canadian dollar; and
o The weakness of the Electric Utility sector.
These factors are discussed in further detail below.
Pipelines
The Pipelines sector was the largest contributor to the Fund's total return, led
in the U.S. by several Master Limited Partnerships.
The strong performance was driven by a number of expansion projects as well as
positive earnings reports. Magellan Midstream Partners was up strongly after
announcing a distribution increase and incremental organic growth projects in
the first half of the period. The stock continued to advance in the second half,
buoyed by capital projects in response to shipper demand, announcing a proposed
refined products pipeline in Texas as well as the expansion of an existing crude
oil pipeline. Enterprise Products Partners and El Paso Pipeline Partners both
performed well, with earnings benefitting from recently completed expansion
projects going into service. Energy Transfer Equity was very strong, driven by
the approval of its LNG export facility by the Department of Energy. The
Williams Cos., Inc. announced an attractive expansion project connecting the
Marcellus and Utica shale plays in the Northeast U.S. with export markets on the
Gulf Coast, while Enagas benefitted from the fall in Spanish bond yields, a
decrease in concerns about regulatory risks and the market's growing comfort
with southern European exposure.
-------------------
1 Total return is based on the combination of reinvested dividend, capital
gain and return of capital distributions, if any, at prices obtained by
the Dividend Reinvestment Plan and changes in NAV per share for NAV
returns and changes in Common Share price for market value returns. Total
returns do not reflect sales load and are not annualized for periods less
than one year. Past performance is not indicative of future results.
Page 4
--------------------------------------------------------------------------------
PORTFOLIO COMMENTARY (CONTINUED)
--------------------------------------------------------------------------------
The sector fell temporarily in mid-period as the rise in U.S. and Canadian bond
yields led some yield-focused investors to rotate out of the sector. Our visits
to a large number of companies in the U.S. and Canada mid-period confirmed our
investment thesis for the North American energy sector and confirmed our belief
that the portfolio's infrastructure stock holdings are very well positioned. We
believe the developments in this sector are "game changing" in nature and will
require significant investment in energy infrastructure over many years, thereby
providing very attractive organic growth opportunities for incumbent
infrastructure owners.
Toll Roads
The Toll Roads sector performed strongly, led by one of the Fund's largest
holdings, Transurban, in Australia. Earlier in the period, it announced a new
project which will see it have a 50% stake in a road that would connect a major
freeway to the north of Sydney with its existing road network. Later in the
period, it reported in line with expectations and confirmed dividend guidance.
We continue to believe Transurban's road portfolio has attractive "option
value," which we believe makes it well-positioned to be involved in accretive
expansion opportunities that are in the interests of shareholders.
Abertis Infraestructuras benefitted from a further reduction in Spanish bond
yields since the reduction meant a higher valuation for the company. It also
reported half year results in line with expectations and continued to
successfully execute on its planned divestment of its airports business. The
stock rallied further after increasing its holding in Brazilian toll road
company Arteris and delivering detailed guidance around its cost efficiencies
program. Atlantia reversed its weakness from the first half of the period to
post good performance on continued improvement in traffic trends over the summer
months on its main Italian motorways. Both stocks benefitted from the market's
growing comfort with southern European exposure.
Vinci in France traded higher after achieving financial close on the acquisition
of the Portuguese airport authority, ANA. It also announced its decision to sell
an equity stake in its parking unit at the end of the period, which may be seen
as a solid strategic move by investors.
Rail
The Rail sector outperformed, led by Groupe Eurotunnel, which was up strongly
following solid operating results and confirmation from both the UK and France
transport authorities that they would reject the European Commission's proposal
to reduce the tunnel's access charges. The stock also benefitted from planned
development of future destinations including Amsterdam and Frankfort. West Japan
Railway was boosted by positive market sentiment after the Bank of Japan
commenced QE early in the period. It was boosted further after Tokyo was awarded
the 2020 Olympic Games.
The U.S. Dollar
As the Fund was not hedged for currency, the strength of the U.S. dollar
detracted slightly from the Fund's return during the period. The U.S dollar
appreciated by 14% and 7% against the Australian dollar and the Canadian dollar,
respectively. Investments in these two currencies comprised around 17% of the
Core Component of the Fund at period end. Much, but not all, of the negative
contribution was offset as the U.S dollar depreciated 4% and 2% against the Euro
and the British pound, respectively. Investments in these two currencies
comprised around 31% of the Core Component of the Fund at period end.
Electric Utilities
The Electric Utilities sector was mixed but underperformed overall. SSE in the
UK lagged after the opposition Labour Party proposed energy market reform that
would be negative for retail electricity providers. GDF Suez was up very
strongly, driven by a range of positive factors including the issuance of hybrid
bonds that will strengthen its balance sheet and reduce the risk of other
measures that would be dilutive for shareholders, its attractive yield and
expectations of higher power prices in Central Europe. In the U.S., Duke Energy
performed well after the Florida regulator approved a settlement.
PORTFOLIO COMPOSITION
As of November 30, 2013, the Fund's Core Component was well diversified across
36 positions in global infrastructure stocks, representing 10 countries and 10
sectors. During the period, the main increases in the Fund's weightings were in
Electricity Transmission, Pipelines and Rail/Other Transportation, while the
weightings in Water, Airports and Toll Roads were reduced. Sector changes were
driven principally by bottom-up stock selection.
PERFORMANCE ANALYSIS - SENIOR LOAN COMPONENT
The Senior Loan Component is intended to help provide the Fund with a stable,
floating-rate income stream over the Fund's floating-rate leverage cost. As
floating-rate debt instruments' interest rates are set at a credit spread (the
risk premium) over short-term interest rates, Senior Loans provide income that
tends to rise and fall as short-term rates fluctuate, with an approximate
60-to-90-day lag.
Page 5
--------------------------------------------------------------------------------
PORTFOLIO COMMENTARY (CONTINUED)
--------------------------------------------------------------------------------
The Senior Loan Component of the Fund invests in infrastructure businesses and
therefore the loans tend to have significant asset collateral and loan ratings
generally higher than the S&P LSTA Leveraged Loan Index (the "LSTA Index"). The
average rating in the Senior Loan Component is BB- vs. the average Index loan
rating between B+ and BB-.
The LSTA Index posted a 5.6% return for the twelve months ended November 30,
2013. Lower rated loans outperformed during that period, with BB-rated loans
returning 3.9%, single B-rated loans returning 5.9% and CCC-rated loan
outperforming, returning 13.3%. The Senior Loan Component returned 4.4% during
the twelve-month period noted above, which is slightly higher than the BB-rated
loan LSTA Index returns.
LSTA Index returns were strong and relatively evenly dispersed from December
2012 through November 2013. Loan market strength was seemingly driven by
positive investor sentiment across the capital markets, extremely low default
rates, strong technical conditions, and an absence of outside shocks. Loan
market inflows were strong, with approximately $82 billion of collateralized
loan obligation (CLO) issuance and $67 billion of retail loan mutual fund
inflows for the twelve-month period ended November 30, 2013.
We believe fundamentals continue to be strong. Among LSTA Index issuers that
file publicly, third quarter 2013 Earnings Before Interest Taxes Depreciation
and Amortization (EBITDA) grew 7% year over year, versus 6% EBITDA growth in the
second quarter 2013. Solid cash flow generation contributed to an LSTA Index
default rate of 2.1% for the twelve-month period ended November 2013.
While we believe bank loans are a good relative value investment given generally
conservative balance sheet management by the issuers in the loan market and
historically low default risk, spreads could widen because of broader capital
markets risk aversion impacting the bank loan and fixed-income markets.
PERFORMANCE RELATIVE TO THE INDEX
The S&P 500 Utilities Total Return Index is a broad barometer of the performance
of utility stocks only (but does not include a broad range of infrastructure
sectors) solely in the U.S. By comparison, the Fund is not managed toward any
benchmark and invests in a global portfolio of infrastructure stocks in a range
of currencies and senior secured loans.
The Fund outperformed the S&P 500 Utilities Total Return Index during this
period, primarily due to the Fund's exposure to a broad range of Infrastructure
sectors in the Core Component, a number of which outperformed U.S. utilities.
One of the factors impacting the return of the Fund relative to its benchmarks
was the Fund's use of financial leverage through the bank borrowings. The Fund
uses leverage because we believe that, over time, leverage provides
opportunities for additional income and total return for shareholders. However,
the use of leverage can also expose common shareholders to additional
volatility. For example, if the prices of securities held by the Fund decline,
the negative impact of valuation changes on NAV and shareholder total return is
magnified by the use of leverage. Conversely, leverage may enhance share returns
during periods when the prices of securities held by the Fund generally are
rising. Leverage had a positive impact on the performance of the Fund over this
reporting period.
DISTRIBUTIONS
During the twelve-month period covered by this report, the Fund announced four
regularly scheduled quarterly distributions totaling $1.40 per share. In
accordance with the Fund's level distribution policy, distributions are expected
to be comprised of net investment income, realized short-term capital gains and
non-taxable return of capital (which generally are expected to represent
unrealized capital appreciation) in order to sustain a stable level of
distributions to shareholders. Net long-term capital gain distributions, if any,
are expected to be made annually.
MARKET AND FUND OUTLOOK
While financial markets are concerned about the precise timing of the U.S. Fed's
tapering of its bond buying program, there is little doubt that the major
central banks are set to enter 2014 with highly accommodative monetary policy.
Indeed, in the Eurozone and Japan, it is likely that additional policy stimulus
could be triggered by the Fed's move to taper its QE program.
As global capital movements in mid-2013 clearly highlighted, a major focus for
policymakers will be to ensure that monetary policy adjustments are made in a
well-communicated and potentially coordinated manner. This approach should
assist in reducing the risk of negative spill-over effects on other economies.
Page 6
--------------------------------------------------------------------------------
PORTFOLIO COMMENTARY (CONTINUED)
--------------------------------------------------------------------------------
We remain very cautious with respect to the Electric Utility sector, where the
fundamentals are unfavourable. A number of the utilities in Europe remain under
pressure from weak fundamentals, notwithstanding the recent bounce in their
stock prices. We retain a positive view on the Pipeline sector, given the
attractive, low risk, organic growth opportunities (such as pipeline build-out,
storage facilities and Liquefied Natural Gas export terminals) arising from the
generational change underway in the North American energy mix from
non-conventional sources of oil and gas.
At the end of the period, our concerns over the regulatory outlook for the UK
water sector were crystallised. First, the government wrote to the water
companies, asking them to forfeit their allowed price increases for next year.
Second, both Pennon and United Utilities have "voluntarily" given up their
regulated and approved price rises for 2014. We continue to monitor the
situation and have held no exposure to the UK water companies since exiting
mid-period into the temporary strength of the ultimately failed takeover offer
for Severn Trent.
The Core Component of the Fund holds what we believe are high quality
income-generating stocks, diversified primarily across the Transportation,
Utilities and Pipelines sectors. We believe that the portfolio is well
positioned to benefit from the several themes we have identified.
We believe that the Fund provides U.S. investors with an attractive vehicle to
access the broad global universe of listed infrastructure securities. We
continue to appreciate your investment in the Fund.
DISCLOSURES
Bond ratings are determined by a nationally recognized statistical rating
agency.
The S&P/ LSTA Leveraged Loan Index reflects the market-weighted performance of
institutional leveraged loans in the U.S. loan market, based upon real-time
market weightings, spreads and interest payments.
An index is unmanaged and one cannot invest directly in an index.
Page 7
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 2013
SHARES DESCRIPTION VALUE
----------- ------------------------------------------------------------------------------- ---------------
COMMON STOCKS (a) (b) - 87.1%
AUSTRALIA - 7.4%
257,411 Asciano, Ltd..................................................................... $ 1,351,958
1,448,826 Transurban Group ................................................................ 9,244,735
---------------
10,596,693
---------------
CANADA - 15.3%
233,400 Enbridge, Inc.................................................................... 9,601,350
222,871 Northland Power, Inc............................................................. 3,307,774
91,033 Pembina Pipeline Corp............................................................ 2,891,501
133,537 TransCanada Corp................................................................. 5,887,919
---------------
21,688,544
---------------
CAYMAN ISLANDS - 1.4%
4,013,500 Hopewell Highway Infrastructure, Ltd............................................. 1,962,088
---------------
FRANCE - 16.6%
8,960 Aeroports de Paris .............................................................. 986,167
158,704 Eutelsat Communications S.A...................................................... 4,670,936
428,048 GDF Suez ........................................................................ 9,928,499
509,921 Groupe Eurotunnel S.A............................................................ 5,010,936
45,627 Vinci S.A........................................................................ 2,934,068
---------------
23,530,606
---------------
GERMANY - 2.7%
20,317 Fraport AG Frankfurt Airport Services Worldwide ................................. 1,495,740
90,557 Hamburger Hafen Und Logistik AG ................................................. 2,311,484
---------------
3,807,224
---------------
ITALY - 3.0%
189,456 Atlantia SpA .................................................................... 4,229,641
---------------
JAPAN - 2.2%
415,000 Tokyo Gas Co., Ltd............................................................... 2,065,986
23,800 West Japan Railway Co............................................................ 1,040,793
---------------
3,106,779
---------------
SWITZERLAND - 2.4%
6,003 Flughafen Zuerich AG ............................................................ 3,437,288
---------------
UNITED KINGDOM - 19.0%
1,230,511 Centrica plc .................................................................... 6,811,674
848,051 National Grid plc ............................................................... 10,754,496
434,469 SSE plc ......................................................................... 9,434,005
---------------
27,000,175
---------------
UNITED STATES - 17.1%
61,500 American Electric Power Co., Inc................................................. 2,894,190
35,700 CMS Energy Corp.................................................................. 947,478
25,900 Duke Energy Corp................................................................. 1,811,964
42,300 ITC Holdings Corp................................................................ 3,827,304
61,200 PG&E Corp........................................................................ 2,470,644
64,600 Sempra Energy ................................................................... 5,713,224
Page 8 See Notes to Financial Statements
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
PORTFOLIO OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2013
SHARES/
UNITS DESCRIPTION VALUE
----------- ------------------------------------------------------------------------------- ---------------
COMMON STOCKS (a) (b) (CONTINUED)
UNITED STATES (CONTINUED)
70,700 Southern (The) Co................................................................ $ 2,872,541
47,200 Spectra Energy Corp.............................................................. 1,583,560
62,400 Williams (The) Cos., Inc......................................................... 2,197,728
---------------
24,318,633
---------------
TOTAL COMMON STOCKS ............................................................. 123,677,671
(Cost $117,050,416) ---------------
MASTER LIMITED PARTNERSHIPS (a) - 8.1%
UNITED STATES - 8.1%
29,700 Buckeye Partners, L.P............................................................ 2,022,273
27,394 El Paso Pipeline Partners, L.P................................................... 1,139,042
28,400 Enbridge Energy Partners, L.P.................................................... 854,556
24,788 Energy Transfer Equity, L.P...................................................... 1,853,399
43,577 Enterprise Products Partners, L.P................................................ 2,744,044
47,477 Magellan Midstream Partners, L.P................................................. 2,950,221
---------------
TOTAL MASTER LIMITED PARTNERSHIPS ............................................... 11,563,535
(Cost $8,901,839) ---------------
PRINCIPAL STATED
VALUE DESCRIPTION RATE (c) MATURITY (d) VALUE
----------- ---------------------------------------------------- ------------- ------------ ---------------
SENIOR FLOATING-RATE LOAN INTERESTS - 33.7%
UNITED STATES - 33.7%
$ 1,904,670 AES Corp., Term Loan ............................... 3.75% 06/01/18 1,914,669
1,596,000 Calpine Construction Finance Co., Term B-1 Loan .... 3.00% 05/03/20 1,578,843
1,455,132 Calpine Corp., Term Loan (3/11) .................... 4.00% 04/01/18 1,463,252
488,750 Calpine Corp., Term Loan (6/11) .................... 4.00% 04/01/18 491,477
2,483,589 Cequel Communications Holdings I, LLC, Term
Loan ............................................ 3.50% 02/14/19 2,484,484
2,859,575 CHS/Community Health Systems, Inc., Extended
Term Loan ....................................... 3.75% 01/25/17 2,872,901
3,242,463 Crown Castle Operating Co., Term Loan B ............ 3.25% 01/31/19 3,235,913
1,492,500 DigitalGlobe, Inc., Term Loan ...................... 3.75% 01/31/20 1,505,559
299,250 Drillships Financing Holding, Inc., Term Loan B2 ... 5.50% 07/15/16 302,742
1,200,000 Dynegy, Inc., Term Loan B-2 ........................ 4.00% 04/23/20 1,201,248
405,000 Energy Transfer Equity, L.P., Term Loan ............ 3.75% 03/26/17 404,158
979,153 EquiPower Resources Holdings, LLC, Term Loan B ..... 4.25% 12/21/18 981,904
3,447,027 HCA, Inc., Term Loan B-5 ........................... 3.00% 03/31/17 3,447,681
2,000,000 Health Management Associates, Inc., Term Loan B .... 3.50% 11/18/18 1,998,440
2,925,394 IASIS Healthcare Corp., Term Loan B2 ............... 4.50% 05/03/18 2,941,864
1,720,263 Intelsat Jackson Holdings S.A., Term Loan .......... 3.75% 06/30/19 1,723,325
1,404,946 La Frontera Generation, LLC, Term Loan ............. 4.50% 09/30/20 1,418,405
2,880,000 Level 3 Financing, Inc., Term Loan B ............... 4.00% 01/15/20 2,898,000
See Notes to Financial Statements Page 9
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
PORTFOLIO OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2013
PRINCIPAL STATED
VALUE DESCRIPTION RATE (c) MATURITY (d) VALUE
----------- ---------------------------------------------------- ------------- ------------ ---------------
SENIOR FLOATING-RATE LOAN INTERESTS (CONTINUED)
UNITED STATES (CONTINUED)
$ 450,000 Moxie Liberty, LLC, Term Loan B-1 .................. 7.50% 08/21/20 $ 455,625
1,950,263 NRG Energy, Inc., Term Loan ........................ 2.75% 07/01/18 1,946,147
712,500 Offshore Group Investment Limited, Loan ............ 6.25% 10/25/17 714,730
2,250,000 Panda Temple Power II, LLC, Term Loan .............. 7.25% 03/28/19 2,306,250
199,500 TW Telecom Holdings, Inc., Term Loan ............... 2.67% 04/17/20 199,999
1,324,144 UPC Broadband Holdings, B.V., Term AH .............. 3.25% 06/30/21 1,320,423
2,581,522 Wide Open West Finance, LLC, Term Loan B ........... 4.75% 04/01/19 2,595,513
987,500 Windstream Holdings, Inc., Term Loan B-3 ........... 4.00% 08/08/19 988,942
2,481,250 Windstream Corp., Term Loan B-4 .................... 3.50% 01/08/20 2,481,697
1,979,950 Zayo Group, LLC, Term Loan ......................... 4.50% 07/02/19 1,978,604
---------------
TOTAL SENIOR FLOATING-RATE LOAN INTERESTS ....................................... 47,852,795
(Cost $47,687,940) ---------------
TOTAL INVESTMENTS - 128.9% ...................................................... 183,094,001
(Cost $173,640,195) (e)
OUTSTANDING LOAN - (33.4%) ...................................................... (47,500,000)
NET OTHER ASSETS AND LIABILITIES - 4.5% ......................................... 6,464,455
---------------
NET ASSETS - 100.0% ............................................................. $ 142,058,456
===============
---------------------------------------
(a) All of these securities are available to serve as collateral for the
outstanding loan.
(b) Portfolio securities are categorized based upon their country of
incorporation.
(c) Senior Floating-Rate Loan Interests ("Senior Loans") in which the
Fund invests 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
United States banks or (iii) the certificate of deposit rate.
Certain Senior Loans are subject to a LIBOR floor that establishes a
minimum LIBOR rate. The interest rate shown reflects the rate in
effect at November 30, 2013. When a range of rates is disclosed, the
Fund holds more than one contract within the same tranche at varying
rates.
(d) Senior Loans generally are subject to mandatory and/or optional
prepayment. As a result, the actual remaining maturity of Senior
Loans may be substantially less than the stated maturities shown.
(e) Aggregate cost for federal income tax purposes is $173,546,761. As
of November 30, 2013, the aggregate gross unrealized appreciation
for all securities in which there was an excess of value over tax
cost was $13,093,451 and the aggregate gross unrealized depreciation
for all securities in which there was an excess of tax cost over
value was $3,546,211.
Page 10 See Notes to Financial Statements
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
PORTFOLIO OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2013
VALUATION INPUTS
A summary of the inputs used to value the Fund's investments as of November 30,
2013 is as follows (see Note 2A - Portfolio Valuation in the Notes to Financial
Statements):
LEVEL 2 LEVEL 3
TOTAL LEVEL 1 SIGNIFICANT SIGNIFICANT
VALUE AT QUOTED OBSERVABLE UNOBSERVABLE
11/30/2013 PRICES INPUTS INPUTS
------------- ------------- ------------ ------------
Common Stocks*.................................. $ 123,677,671 $ 123,677,671 $ -- $ --
Master Limited Partnerships*.................... 11,563,535 11,563,535 -- --
Senior Floating-Rate Loan Interests*............ 47,852,795 -- 47,852,795 --
------------- ------------- ------------ ------------
Total Investments............................... $ 183,094,001 $ 135,241,206 $ 47,852,795 $ --
============= ============= ============ ============
*See Portfolio of Investments for country breakout.
All transfers in and out of the Levels during the period are assumed to be
transferred on the last day of the period at their current value. There were no
transfers between Levels at November 30, 2013.
See Notes to Financial Statements Page 11
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 2013
ASSETS:
Investments, at value
(Cost $173,640,195) $ 183,094,001
Cash 9,133,784
Foreign currency (Cost $30,671) 30,671
Receivables:
Dividends.................................................................................. 1,071,734
Investment securities sold................................................................. 837,195
Interest................................................................................... 237,824
Prepaid expenses ............................................................................. 5,784
--------------
Total Assets............................................................................... 194,410,993
--------------
LIABILITIES:
Outstanding loan ............................................................................. 47,500,000
Payables:
Distributions to Common Shareholders....................................................... 2,986,650
Investment securities purchased............................................................ 1,209,000
Investment advisory fees (includes Sub-Advisory fees of $287,375).......................... 478,958
Custodian fees............................................................................. 69,813
Audit and tax fees......................................................................... 54,200
Administrative fees........................................................................ 18,390
Printing fees.............................................................................. 17,601
Legal fees................................................................................. 5,663
Interest and fees on loan.................................................................. 4,796
Trustees' fees and expenses................................................................ 3,286
Transfer agent fees........................................................................ 2,880
Financial reporting fees................................................................... 771
Other liabilities 529
--------------
Total Liabilities........................................................................ 52,352,537
--------------
NET ASSETS ................................................................................... $ 142,058,456
==============
NET ASSETS CONSIST OF:
Paid-in capital .............................................................................. $ 163,355,617
Par value .................................................................................... 85,333
Accumulated net investment income (loss) ..................................................... 9,309
Accumulated net realized gain (loss) on investments and foreign currency transactions ........ (30,878,986)
Net unrealized appreciation (depreciation) on investments and foreign currency translation ... 9,487,183
--------------
NET ASSETS ................................................................................... $ 142,058,456
==============
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share) ......................... $ 16.65
==============
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)... 8,533,285
==============
Page 12 See Notes to Financial Statements
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 2013
INVESTMENT INCOME:
Dividends (net of foreign withholding tax of $1,243,975)....................................... $ 11,719,070
Interest....................................................................................... 2,002,870
Other.......................................................................................... 255,499
--------------
Total investment income..................................................................... 13,977,439
--------------
EXPENSES:
Investment advisory fees (includes Sub-Advisory fees of $1,135,746)............................ 1,892,910
Interest and fees on outstanding loan.......................................................... 528,992
Administrative fees............................................................................ 190,333
Custodian fees................................................................................. 107,759
Printing fees.................................................................................. 58,893
Audit and tax fees............................................................................. 55,482
Transfer agent fees............................................................................ 33,131
Trustees' fees and expenses.................................................................... 20,275
Legal fees..................................................................................... 15,325
Financial reporting fees....................................................................... 9,250
Other.......................................................................................... 32,316
--------------
Total expenses.............................................................................. 2,944,666
--------------
NET INVESTMENT INCOME (LOSS)................................................................... 11,032,773
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments................................................................................. 9,797,863
Foreign currency transactions............................................................... 6,138
--------------
Net realized gain (loss)....................................................................... 9,804,001
--------------
Net change in unrealized appreciation (depreciation) on:
Investments................................................................................. (2,576,535)
Foreign currency translation................................................................ (4,323)
--------------
Net change in unrealized appreciation (depreciation)........................................... (2,580,858)
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS)........................................................ 7,223,143
--------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS................................ $ 18,255,916
==============
See Notes to Financial Statements Page 13
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
STATEMENTS OF CHANGES IN NET ASSETS
YEAR YEAR
ENDED ENDED
11/30/2013 11/30/2012
------------ ------------
OPERATIONS:
Net investment income (loss)....................................................... $ 11,032,773 $ 9,817,611
Net realized gain (loss)........................................................... 9,804,001 (1,184,140)
Net change in unrealized appreciation (depreciation)............................... (2,580,858) 10,006,307
------------ ------------
Net increase (decrease) in net assets resulting from operations.................... 18,255,916 18,639,778
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income.............................................................. (11,946,599) (11,212,484)
Net realized gain.................................................................. -- --
Return of capital.................................................................. -- (734,115)
------------ ------------
Total distributions to shareholders................................................ (11,946,599) (11,946,599)
------------ ------------
Total increase (decrease) in net assets............................................ 6,309,317 6,693,179
NET ASSETS:
Beginning of period................................................................ 135,749,139 129,055,960
------------ ------------
End of period...................................................................... $142,058,456 $135,749,139
============ ============
Accumulated net investment income (loss) at end of period.......................... $ 9,309 $ (476,926)
============ ============
COMMON SHARES:
Common Shares at end of period..................................................... 8,533,285 8,533,285
============ ============
Page 14 See Notes to Financial Statements
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED NOVEMBER 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations......... $ 18,255,916
Adjustments to reconcile net increase (decrease) in net assets resulting
from operations to net cash provided by operating activities:
Purchases of investments............................................. (319,516,930)
Sales, maturities and paydowns of investments........................ 320,533,932
Return of capital received from investment in MLPs................... 811,770
Net amortization/accretion of premiums/discounts on investments...... (44,591)
Net realized gain/loss on investments................................ (9,797,863)
Net change in unrealized appreciation/depreciation on investments.... 2,576,535
CHANGES IN ASSETS AND LIABILITIES:
Decrease in interest receivable...................................... 1,472
Decrease in dividends receivable..................................... 684,974
Decrease in prepaid expenses......................................... 1,110
Increase in interest and fees on loan payable........................ 1,747
Increase in investment advisory fees payable......................... 18,835
Decrease in legal fees payable....................................... (227)
Decrease in printing fees payable.................................... (779)
Increase in administrative fees payable.............................. 5,018
Increase in custodian fees payable................................... 56,191
Decrease in transfer agent fees payable.............................. (3,003)
Decrease in Trustees' fees and expenses payable...................... (463)
Decrease in other liabilities........................................ (6,668)
---------------
CASH PROVIDED BY OPERATING ACTIVITIES................................... $ 13,576,976
---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Common Shareholders from net investment income...... (11,946,599)
---------------
CASH USED BY FINANCING ACTIVITIES....................................... (11,946,599)
---------------
Increase in cash and foreign currency (a)............................... 1,630,377
Cash and foreign currency at beginning of period........................ 7,534,078
---------------
CASH AND FOREIGN CURRENCY AT END OF PERIOD.............................. $ 9,164,455
===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest and fees....................... $ 527,245
===============
---------------------------------------
(a) Includes net change in unrealized appreciation (depreciation) on foreign
currency of $(4,323).
See Notes to Financial Statements Page 15
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
FINANCIAL HIGHLIGHTS
FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
11/30/2013 11/30/2012 11/30/2011 11/30/2010 11/30/2009
------------ ------------ ------------ ------------ ------------
Net asset value, beginning of period ............ $ 15.91 $ 15.12 $ 15.29 $ 14.36 $ 11.43
---------- ---------- ---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .................... 1.29 1.15 1.43 (a) 0.55 0.46
Net realized and unrealized gain (loss) ......... 0.85 1.04 (0.27) 1.06 3.07
---------- ---------- ---------- ---------- ----------
Total from investment operations ................ 2.14 2.19 1.16 1.61 3.53
---------- ---------- ---------- ---------- ----------
DISTRIBUTIONS PAID TO SHAREHOLDERS FROM:
Net investment income ........................... (1.40) (1.31) (1.40) (0.68) (0.11)
Net realized gain ............................... -- -- -- -- --
Return of capital ............................... -- (0.09) -- -- (0.49)
---------- ---------- ---------- ---------- ----------
Total distributions ............................. (1.40) (1.40) (1.40) (0.68) (0.60)
---------- ---------- ---------- ---------- ----------
Capital share repurchases ....................... -- -- 0.07 -- --
---------- ---------- ---------- ---------- ----------
Net asset value, end of period .................. $ 16.65 $ 15.91 $ 15.12 $ 15.29 $ 14.36
========== ========== ========== ========== ==========
Market value, end of period ..................... $ 16.02 $ 14.84 $ 14.07 $ 13.82 $ 11.73
========== ========== ========== ========== ==========
TOTAL RETURN BASED ON NET ASSET VALUE (b) ....... 14.41% 15.35% 8.49% 12.31% 33.75%
========== ========== ========== ========== ==========
TOTAL RETURN BASED ON MARKET VALUE (b) .......... 17.94% 15.62% 11.70% 24.27% 45.08%
========== ========== ========== ========== ==========
--------------------
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) ............ $ 142,058 $ 135,749 $ 129,056 $ 138,786 $ 130,335
Ratio of total expenses to average net assets ... 2.08% 2.24% 2.24% 2.36% 2.86%
Ratio of total expenses to average net assets
excluding interest expense ................... 1.70% 1.78% 1.81% 1.77% 1.92%
Ratio of net investment income (loss) to
average net assets ........................... 7.78% 7.35% 8.92% 3.68% 3.76%
Portfolio turnover rate ......................... 177% 144% 91% 87% 80%
INDEBTEDNESS:
Total loan outstanding (in 000's) ............... $ 47,500 $ 47,500 $ 47,500 $ 44,500 $ 35,900
Asset coverage per $1,000 of indebtedness (c) ... $ 3,991 $ 3,858 $ 3,717 $ 4,119 $ 4,630
--------------------
(a) Per share amounts have been calculated using the average share method.
(b) Total return is based on the combination of reinvested dividend, capital
gain and return of capital distributions, if any, at prices obtained by
the Dividend Reinvestment Plan, and changes in net asset value per share
for net asset value returns and changes in Common Share price for market
value returns. Total returns do not reflect sales load and are not
annualized for periods less than one year. Past performance is not
indicative of future results.
(c) Calculated by taking the Fund's total assets less the Fund's total
liabilities (not including the loan outstanding), and dividing by the
outstanding loan balance in 000's.
Page 16 See Notes to Financial Statements
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
1. ORGANIZATION
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 ("NYSE").
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 this objective, the Fund seeks to manage its
investments and expenses so that a 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 that have as their primary focus (in terms of income and/or assets) the
management, ownership and/or operation of infrastructure and utilities assets in
a select group of countries. There can be no assurance that the Fund will
achieve its investment objective. The Fund may not be appropriate for all
investors.
On April 30, 2013, the Fund's Board of Trustees approved changes to certain of
the Fund's investment strategies. The Fund's investment strategies are
non-fundamental policies of the Fund and require 60 days' prior written notice
to shareholders before they can be changed by the Board without receiving
shareholder approval. As such, on October 14, 2013, the following Fund
investment strategies became effective:
o The Fund may invest up to 15% of its Total Assets (as defined in the
Fund's Prospectus) in infrastructure securities in countries which
are not members of the Organization for Economic Cooperation and
Development (OECD);
o Under normal market conditions, the Fund will seek to invest a
minimum of 40% (previously 50%) of the Fund's Total Assets in the
securities and instruments of non-U.S. Infrastructure Issuers (as
defined in the Fund's Prospectus) located in Australia, New Zealand,
Canada, the United Kingdom and other European Union member countries
as of the date of the Prospectus, Switzerland, Japan, Hong Kong and
Singapore;
o Across both the Fund's Core Component and Senior Loan Component
(both as defined in the Fund's Prospectus), no more than 60%
(previously no more than 50%) of the Fund's Total Assets may be
invested in securities and instruments of U.S. infrastructure
issuers at any one time;
o Within the Core Component, no more than 45% (previously 30%) of the
Core Infrastructure Securities (defined as equity securities and
securities and instruments with equity characteristics, and other
securities and instruments issued by Infrastructure Issuers) may, at
any time, consist of securities and instruments of U.S.
Infrastructure Issuers; and
o The Fund will no longer seek to deliver at least 50% of its income
attributable to the Core Infrastructure Securities (as defined in
the Fund's Prospectus) as tax-advantaged dividends under the United
States Internal Revenue Code of 1986, as amended.
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 ("U.S. GAAP") requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.
A. PORTFOLIO VALUATION:
The net asset value ("NAV") of the Common Shares of the Fund is determined daily
as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time,
on each day the NYSE is open for trading. If the NYSE closes early on a
valuation day, the NAV is determined as of that time. Domestic debt securities
and foreign securities are priced using data reflecting the earlier closing of
the principal markets for those securities. The NAV per Common Share is
calculated by dividing the value of all assets of the Fund (including accrued
interest and dividends), less all liabilities (including accrued expenses,
dividends declared but unpaid and any borrowings of the Fund) by the total
number of Common Shares outstanding.
The Fund's investments are valued daily at market value or, in 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, and in accordance
with provisions of the 1940 Act. Market quotations and prices used to value the
Fund's investments are primarily obtained from third party pricing services. The
Fund's securities will be valued as follows:
Common stocks, master limited partnerships ("MLPs") and other equity
securities listed on any national or foreign exchange (excluding the
NASDAQ(R) Stock Market LLC ("NASDAQ") and the London Stock Exchange
Alternative Investment Market ("AIM")) are valued at the last sale price
on the exchange on which they are principally traded or, for NASDAQ and
AIM securities, the official closing price. Securities traded on more than
one securities exchange are valued at the last sale price or official
closing price, as applicable, at the close of the securities exchange
representing the principal market for such securities.
Page 17
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
Securities traded in an over-the-counter market are valued at the mean of
the bid and asked prices, if available, and otherwise at the closing bid
price.
Short-term investments that mature in less than 60 days when purchased are
valued at amortized cost.
Certain securities may not be able to be priced by pre-established pricing
methods. Such securities may be valued by the Fund's Board of Trustees or its
delegate at fair value. These securities generally include, but are not limited
to, restricted securities (securities which may not be publicly sold without
registration under the Securities Act of 1933, as amended) for which a pricing
service is unable to provide a market price; securities whose trading has been
formally suspended; a security whose market price is not available from a
pre-established pricing source; a security with respect to which an event has
occurred that is likely to materially affect the value of the security after the
market has closed but before the calculation of the Fund's NAV or make it
difficult or impossible to obtain a reliable market quotation; and a security
whose price, as provided by the pricing service, does not reflect the security's
"fair value." As a general principle, the current "fair value" of a security
would appear to be the amount which the owner might reasonably expect to receive
for the security upon its current sale. The use of fair value prices by the Fund
generally results in prices used by the Fund that may differ from current market
quotations or official closing prices on the applicable exchange. A variety of
factors may be considered in determining the fair value of such securities,
including, but not limited to, the following:
1) the type of security;
2) the size of the holding;
3) the initial cost of the security;
4) transactions in comparable securities;
5) price quotes from dealers and/or pricing services;
6) relationships among various securities;
7) information obtained by contacting the issuer, analysts, or the
appropriate stock exchange;
8) an analysis of the issuer's financial statements; and
9) the existence of merger proposals or tender offers that might affect
the value of the security.
If the securities in question are foreign securities, the following additional
information may be considered:
1) the value of similar foreign securities traded on other foreign
markets;
2) ADR trading of similar securities;
3) closed-end fund trading of similar securities;
4) foreign currency exchange activity;
5) the trading prices of financial products that are tied to baskets of
foreign securities;
6) factors relating to the event that precipitated the pricing problem;
7) whether the event is likely to recur; and
8) whether the effects of the event are isolated or whether they affect
entire markets, countries or regions.
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 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 (see above). For certain foreign equity securities, a third party
pricing service may be utilized to determine fair value. 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.
The Senior Floating-Rate Loan interests ("Senior Loans")1 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 since its inception,
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 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 a third party pricing
service. The third party pricing service primarily uses over-the-counter pricing
from dealer runs and broker quotes from indicative sheets to value the Senior
Loans. 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 according to procedures adopted by the
Fund's Board of Trustees, and in accordance with the provisions of the 1940 Act.
Fair valuation of a Senior Loan is based on the consideration of all available
information, including, but not limited to the following:
1) the fundamental business data relating to the issuer;
2) an evaluation of the forces which influence the market in which
these securities are purchased and sold;
3) the type, size and cost of the security;
4) the financial statements of the issuer;
5) the credit quality and cash flow of the issuer, based on the
Sub-Advisor's or external analysis;
6) the information as to any transactions in or offers for the
security;
-----------------------------
1 The terms "security" and "securities" used throughout the Notes to
Financial Statements include Senior Loans.
Page 18
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
7) the price and extent of public trading in similar securities (or
equity securities) of the issuer/borrower, or comparable companies;
8) the coupon payments;
9) the quality, value and salability of collateral, if any, securing
the security;
10) the business prospects of the issuer, including any ability to
obtain money or resources from a parent or affiliate and an
assessment of the issuer's management;
11) the prospects for the issuer's industry, and multiples (of earnings
and/or cash flows) being paid for similar businesses in that
industry;
12) issuer's competitive position within the industry;
13) issuer's ability to access additional liquidity through public
and/or private markets; and
14) other relevant factors.
The Fund is subject to fair value accounting standards that define fair value,
establish the framework for measuring fair value and provide a three-level
hierarchy for fair valuation based upon the inputs to the valuation as of the
measurement date. The three levels of the fair value hierarchy are as follows:
o Level 1 - Level 1 inputs are quoted prices in active markets for
identical investments. An active market is a market in which
transactions for the investment occur with sufficient frequency and
volume to provide pricing information on an ongoing basis.
o Level 2 - Level 2 inputs are observable inputs, either directly or
indirectly, and include the following:
o Quoted prices for similar investments in active markets.
o Quoted prices for identical or similar investments in markets
that are non-active. A non-active market is a market where
there are few transactions for the investment, the prices are
not current, or price quotations vary substantially either
over time or among market makers, or in which little
information is released publicly.
o Inputs other than quoted prices that are observable for the
investment (for example, interest rates and yield curves
observable at commonly quoted intervals, volatilities,
prepayment speeds, loss severities, credit risks, and default
rates).
o Inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
o Level 3 - Level 3 inputs are unobservable inputs. Unobservable
inputs may reflect the reporting entity's own assumptions about the
assumptions that market participants would use in pricing the
investment.
The inputs or methodology used for valuing investments are not necessarily an
indication of the risk associated with investing in those investments. A summary
of the inputs used to value the Fund's investments as of November 30, 2013, is
included with the Fund's Portfolio of Investments.
B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME:
Securities transactions are recorded as of the trade date. Realized gains and
losses from securities transactions are recorded on the identified cost basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
daily on the accrual basis. Market premiums and discounts are amortized over the
expected life of each respective borrowing.
For the year ended November 30, 2013, distributions of $811,770 received from
Master Limited Partnerships ("MLPs") have been reclassified as return of
capital. The cost basis of applicable MLPs has been reduced accordingly.
Securities purchased or sold on a when-issued, delayed-delivery or forward
purchase commitment basis may have extended settlement periods. The value of the
security so purchased is subject to market fluctuations during this period. Due
to the nature of the Senior Loan market, the actual settlement date may not be
certain at the time of purchase or sale for some of the Senior Loans. Interest
income on such Senior Loans is not accrued until settlement date. The Fund
maintains liquid assets with a current value at least equal to the amount of its
when-issued, delayed-delivery or forward purchase commitments. At November 30,
2013, the Fund had no when-issued, delayed-delivery or forward purchase
commitments.
C. UNFUNDED LOAN COMMITMENTS:
The Fund may enter into certain credit agreements, all or a portion of which may
be unfunded. The Fund is obligated to fund these loan commitments at the
borrower's discretion. The Fund did not have unfunded delayed draw loan
commitments as of November 30, 2013.
D. FOREIGN CURRENCY:
The books and records of the Fund are maintained in U.S. dollars. Foreign
currencies, investments and other assets and liabilities are translated into
U.S. dollars at the exchange rates prevailing at the end of the period.
Purchases and sales of investments and items of income and expense are
translated on the respective dates of such transactions. Unrealized gains and
losses on assets and liabilities, other than investments in securities, which
result from changes in foreign currency exchange rates have been included in
"Net change in unrealized appreciation (depreciation) on foreign currency
translation" on the Statement of Operations. Unrealized gains and losses on
investments in securities which result from changes in foreign exchange rates
are included with fluctuations arising from changes in market price and are
shown in "Net change in unrealized appreciation (depreciation) on investments"
on the Statement of Operations. Net realized foreign currency gains and losses
include the effect of changes in exchange rates between trade date and
settlement date on investment security transactions, foreign
Page 19
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
currency transactions and interest and dividends received. The portion of
foreign currency gains and losses related to fluctuation in exchange rates
between the initial purchase trade date and subsequent sale trade date is
included in "Net realized gain (loss) on investments" on the Statement of
Operations.
E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Level distributions are declared and paid quarterly or as the Board of Trustees
may determine from time to time. If, for any quarterly distribution, net
investment company taxable income, if any (which term includes net short-term
capital gain), as determined as of the close of the Fund's taxable year, is less
than the amount of the distribution, the distribution will generally be a
tax-free return of capital distributed from the Fund's assets. 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 realized capital gains are determined in
accordance with income tax regulations, which may differ from U.S. GAAP. Certain
capital accounts in the financial statements are periodically adjusted for
permanent differences in order to reflect their tax character. These permanent
differences are primarily due to the varying treatment of income and gain/loss
on portfolio securities held by the Fund and have no impact on net assets or NAV
per share. Temporary differences, which arise from recognizing certain items of
income, expense and gain/loss in different periods for financial statement and
tax purposes, will reverse at some point in the future. Permanent differences
incurred during the tax year ended November 30, 2013, primarily as a result of
differing book and tax treatments on the sale of MLP investments, have been
reclassified at year end to reflect an increase in accumulated net investment
income (loss) of $1,400,061, a decrease in accumulated net realized gain (loss)
on investments and foreign currency transactions of $1,800,015 and an increase
to paid-in capital of $399,954. Net assets were not affected by this
reclassification.
The tax character of distributions paid during the fiscal year ended November
30, 2013 and November 30, 2012 was as follows:
Distributions paid from: 2013 2012
Ordinary income................................... $ 11,946,599 $ 11,212,484
Long-term capital gain............................ -- --
Return of capital................................. -- 734,115
As of November 30, 2013, the distributable earnings and net assets on a tax
basis were as follows:
Undistributed ordinary income..................... $ 462,391
Undistributed capital gains....................... --
-------------
Total undistributed earnings...................... 462,391
Accumulated capital and other losses.............. (28,438,852)
Net unrealized appreciation (depreciation)........ 9,580,617
-------------
Total accumulated earnings (losses).............. (18,395,844)
Other ............................................ (2,986,650)
Paid-in capital................................... 163,440,950
-------------
Net assets........................................ $ 142,058,456
=============
F. INCOME TAXES:
The Fund intends to continue to qualify as a regulated investment company by
complying with the requirements under Subchapter M of the Internal Revenue Code
of 1986, as amended, which includes distributing substantially all of its net
investment income and net realized gains to shareholders. Accordingly, no
provision has been made for federal or state income taxes. However, due to the
timing and amount of distributions, the Fund may be subject to an excise tax of
4% of the amount by which approximately 98% of the Fund's taxable income exceeds
the distributions from such taxable income for the calendar year.
Under the Regulated Investment Company Modernization Act of 2010 (the "Act"),
net capital losses arising in taxable years after December 22, 2010, may be
carried forward indefinitely, and their character is retained as short-term
and/or long-term losses. Previously, net capital losses were carried forward for
up to eight years and treated as short-term losses. As a transition rule, the
Act requires that post-enactment net capital losses be used before pre-enactment
net capital losses. During the taxable year ended November 30, 2013, the Fund
utilized pre-enactment capital loss carryforwards of $6,193,320 and
post-enactment capital loss carryforwards of $1,026,441. At November 30, 2013,
the Fund had pre-enactment net capital losses for federal income tax purposes of
$28,326,798 expiring as follows:
EXPIRATION DATE AMOUNT
December 31, 2017 $ 28,326,798
Page 20
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
The Fund is subject to certain limitations under the U.S. tax rules on the use
of capital loss carryforwards and net unrealized built-in losses. These
limitations apply when there has been a 50% change in ownership.
Certain capital losses realized during the current fiscal year may be deferred
and treated as occurring on the first day of the following fiscal year. For the
fiscal year ended November 30, 2013, the Fund incurred and elected to defer net
realized capital losses of $112,054 incurred between November 1, 2013 and
November 30, 2013.
The Fund is subject to accounting standards that establish a minimum threshold
for recognizing, and a system for measuring, the benefits of a tax position
taken or expected to be taken in a tax return. Taxable years ended 2010, 2011,
2012 and 2013 remain open to federal and state audit. As of November 30, 2013,
management has evaluated the application of these standards to the Fund and has
determined that no provision for income tax is required in the Fund's financial
statements for uncertain tax positions.
G. EXPENSES:
The Fund will pay all expenses directly related to its operations.
H. ACCOUNTING PRONOUNCEMENT:
In December 2011, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update No. 2011-11 "Disclosures about Offsetting Assets and
Liabilities" ("ASU 2011-11"). This disclosure requirement is intended to help
investors and other financial statement users better assess the effect or
potential effect of offsetting arrangements on a fund's financial position. ASU
2011-11 requires entities to disclose both gross and net information about both
instruments and transactions eligible for offset on the Statement of Assets and
Liabilities, and disclose instruments and transactions subject to master netting
or similar agreements. In addition, in January 2013, FASB issued Accounting
Standards Update No. 2013-1 "Clarifying the Scope of Offsetting Assets and
Liabilities" ("ASU 2013-1"), specifying which transactions are subject to
offsetting disclosures. The scope of the disclosure requirements is limited to
derivative instruments, repurchase agreements and reverse repurchase agreements,
and securities borrowing and securities lending transactions. ASU 2011-11 and
ASU 2013-1 are effective for financial statements with fiscal years beginning on
or after January 1, 2013, and interim periods within those fiscal years.
Management is currently evaluating the impact of the updated standards on the
Fund's financial statements, if any.
3. INVESTMENT ADVISORY FEE, AFFILIATED TRANSACTIONS AND OTHER FEE ARRANGEMENTS
First Trust, the investment advisor to the Fund, is a limited partnership with
one limited partner, Grace Partners of DuPage L.P., and one general partner, The
Charger Corporation. The Charger Corporation is an Illinois corporation
controlled by James A. Bowen, Chief Executive Officer of First Trust. First
Trust is responsible for the ongoing monitoring of the Fund's investment
portfolio, managing the Fund's business affairs and providing certain
administrative services necessary for the management of the Fund. For these
investment management 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 and
including $250 million and 0.35% of the Fund's Total Assets over $250 million.
Total Assets are generally defined as average daily total asset value of the
Fund minus the sum of the Fund's liabilities other than the principal amount of
borrowings. First Trust also provides fund reporting services to the Fund for a
flat annual fee in the amount of $9,250.
Macquarie Capital Investment Management LLC ("MCIM") and Four Corners Capital
Management, LLC ("Four Corners") serve as the Fund's sub-advisors and manage the
Fund's portfolio subject to First Trust's supervision. MCIM manages the Core
Component which consists primarily of equity securities and equity-like
securities issued by infrastructure issuers and, for its portfolio management
services, MCIM 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 MCIM. If the
Fund's Total Assets are greater than $250 million, MCIM receives an annual
portfolio management fee of 0.65% for that portion of the Fund's Total Assets
over $250 million. 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.
BNY Mellon Investment Servicing (US) Inc. ("BNYM IS") serves as the Fund's
administrator, fund accountant and transfer agent in accordance with certain fee
arrangements. As administrator and fund accountant, BNYM IS is responsible for
providing certain administrative and accounting services to the Fund, including
maintaining the Fund's books of account, records of the Fund's securities
transactions, and certain other books and records. As transfer agent, BNYM IS is
responsible for maintaining shareholder records for the Fund. The Bank of New
York Mellon ("BNYM") serves as the Fund's custodian in accordance with certain
fee arrangements. As custodian, BNYM is responsible for custody of the Fund's
assets.
Each Trustee who is not an officer or employee of First Trust, any sub-advisor
or any of their affiliates ("Independent Trustees") is paid a fixed annual
retainer of $125,000 per year and an annual per fund fee of $4,000 for each
closed-end fund or other actively managed fund and $1,000 for each index fund in
the First Trust Fund Complex. The fixed annual retainer is allocated pro rata
among each fund in the First Trust Fund Complex based on net assets.
Additionally, the Lead Independent Trustee is paid $15,000 annually, the
Chairman of the Audit Committee is paid $10,000 annually, and each of the
Chairmen of the Nominating and Governance Committee and the Valuation Committee
is paid $5,000 annually to serve in such capacities, with such compensation
allocated pro rata among each fund in the First Trust Fund Complex based on net
assets. Trustees are reimbursed for travel and out-of-pocket expenses in
connection with all meetings. The Lead Independent Trustee and each Committee
Page 21
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013
Chairman will serve two-year terms until December 31, 2013, before rotating to
serve as Chairman of another Committee or as Lead Independent Trustee. After
December 31, 2013, the Lead Independent Trustee and Committee Chairmen will
rotate every three years. The officers and "Interested" Trustee receive no
compensation from the funds for acting in such capacities.
For the year ended November 30, 2013, the Fund paid brokerage commissions to
Macquarie Capital (USA) Inc., an affiliate of MCIM and Four Corners, totaling
$45,867.
4. PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of investments, excluding short-term
investments, for the year ended November 30, 2013, were $317,961,240 and
$318,651,439, respectively.
5. BORROWINGS
The Fund entered into a Committed Facility Agreement with BNP Paribas Prime
Brokerage Inc. (the "BNP Paribas Facility"), which provides for a committed
credit facility to be used as leverage for the Fund. The BNP Paribas Facility
provides for a secured, committed, 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 "asset
coverage" of at least 300% (33-1/3% of the Fund's total assets after
borrowings). The total amount of loans that may be outstanding at any one time
under the BNP Paribas Facility is $50,000,000. Absent certain events of default
or failure to maintain certain collateral requirements, BNP Paribas Prime
Brokerage Inc. ("BNP") may not terminate the BNP Paribas Facility except under
180 calendar days' prior notice. Effective October 21, 2013, the interest rate
under the BNP Paribas Facility is equal to 1-month LIBOR plus 70 basis points.
Prior to October 21, 2013, the interest rate was 3-month LIBOR plus 80 basis
points. In addition, the Fund pays a commitment fee of 0.85% on the undrawn
amount of the BNP Paribas Facility.
For the year ended November 30, 2013, the daily average amount outstanding under
the BNP Paribas Facility was $47,500,000. The high and low annual interest rates
during the year ended November 30, 2013 were 1.11% and 0.86%, respectively, and
the weighted average interest rate was 1.05%. The interest rate at November 30,
2013 was 0.86%.
6. INDEMNIFICATION
The Fund has a variety of indemnification obligations under contracts with its
service providers. The Fund's maximum exposure under these arrangements is
unknown. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
7. INDUSTRY CONCENTRATION 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 is 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.
8. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events to the Fund through
the date the financial statements were issued, and has determined that there
were no subsequent events requiring recognition or disclosure in the financial
statements that have not already been disclosed.
Page 22
--------------------------------------------------------------------------------
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 November 30, 2013,
and the related statements of operations and cash flows for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
The Fund is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of November 30, 2013 by correspondence with the Fund's
custodian and brokers. 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 November 30, 2013, and the results of its operations and its cash flows for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Chicago, Illinois
January 23, 2014
Page 23
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
DIVIDEND REINVESTMENT PLAN
If your Common Shares are registered directly with the Fund or if you hold your
Common Shares with a brokerage firm that participates in the Fund's Dividend
Reinvestment Plan (the "Plan"), unless you elect, by written notice to the Fund,
to receive cash distributions, all dividends, including any capital gain
distributions, on your Common Shares will be automatically reinvested by BNY
Mellon Investment Servicing (US) Inc. (the "Plan Agent"), in additional Common
Shares under the Plan. If you elect to receive cash distributions, you will
receive all distributions in cash paid by check mailed directly to you by the
Plan Agent, as the dividend paying agent.
If you decide to participate in the Plan, the number of Common Shares you will
receive will be determined as follows:
(1) If Common Shares are trading at or above net asset value ("NAV") at
the time of valuation, the Fund will issue new shares at a price
equal to the greater of (i) NAV per Common Share on that date or
(ii) 95% of the market price on that date.
(2) If Common Shares are trading below NAV at the time of valuation, the
Plan Agent will receive the dividend or distribution in cash and
will purchase Common Shares in the open market, on the NYSE or
elsewhere, for the participants' accounts. It is possible that the
market price for the Common Shares may increase before the Plan
Agent has completed its purchases. Therefore, the average purchase
price per share paid by the Plan Agent may exceed the market price
at the time of valuation, resulting in the purchase of fewer shares
than if the dividend or distribution had been paid in Common Shares
issued by the Fund. The Plan Agent will use all dividends and
distributions received in cash to purchase Common Shares in the open
market within 30 days of the valuation date except where temporary
curtailment or suspension of purchases is necessary to comply with
federal securities laws. Interest will not be paid on any uninvested
cash payments.
You may elect to opt-out of or withdraw from the Plan at any time by giving
written notice to the Plan Agent, or by telephone at (866) 340-1104, in
accordance with such reasonable requirements as the Plan Agent and the Fund may
agree upon. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan, and you will
receive a cash payment for any fraction of a share in your account. If you wish,
the Plan Agent will sell your shares and send you the proceeds, minus brokerage
commissions.
The Plan Agent maintains all Common Shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including information
you may need for tax records. Common Shares in your account will be held by the
Plan Agent in non-certificated form. The Plan Agent will forward to each
participant any proxy solicitation material and will vote any shares so held
only in accordance with proxies returned to the Fund. Any proxy you receive will
include all Common Shares you have received under the Plan.
There is no brokerage charge for reinvestment of your dividends or distributions
in Common Shares. However, all participants will pay a pro rata share of
brokerage commissions incurred by the Plan Agent when it makes open market
purchases.
Automatically reinvesting dividends and distributions does not mean that you do
not have to pay income taxes due upon receiving dividends and distributions.
Capital gains and income are realized although cash is not received by you.
Consult your financial advisor for more information.
If you hold your Common Shares with a brokerage firm that does not participate
in the Plan, you will not be able to participate in the Plan and any dividend
reinvestment may be effected on different terms than those described above.
The Fund reserves the right to amend or terminate the Plan if in the judgment of
the Board of Trustees the change is warranted. There is no direct service charge
to participants in the Plan; however, the Fund reserves the right to amend the
Plan to include a service charge payable by the participants. Additional
information about the Plan may be obtained by writing BNY Mellon Investment
Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809.
PROXY VOTING POLICIES AND PROCEDURES
A description of the policies and procedures that the Fund uses to determine how
to vote proxies and information on how the Fund voted proxies relating to
portfolio 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 at http://www.sec.gov.
Page 24
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q
are available (1) by calling (800) 988-5891; (2) on the Fund's website located
at http://www.ftportfolios.com; (3) on the SEC's website at http://www.sec.gov;
and (4) for review and copying at the SEC's Public Reference Room ("PRR") in
Washington, DC. Information regarding the operation of the PRR may be obtained
by calling (800) SEC-0330.
NYSE CERTIFICATION INFORMATION
In accordance with Section 303A-12 of the New York Stock Exchange ("NYSE")
Listed Company Manual, the Fund's President has certified to the NYSE that, as
of May 14, 2013, 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.
TAX INFORMATION
Of the ordinary income (including short-term capital gain) distributions made by
the Fund during the year ended November 30, 2013, 4.38% qualify for the
corporate dividends received deduction available to corporate shareholders.
The Fund hereby designates as qualified dividend income 40.59% of the ordinary
income distributions for the year ended November 30, 2013.
Since the Fund met the requirements of Section 853 of the Code, the Fund hereby
elects to pass through to its shareholders credits for foreign taxes paid. The
total per share amount of income received by the Fund from sources within
foreign countries and possessions of the United States is $1.15 (representing a
total of $9,837,826). The total amount of taxes paid to such countries is $0.15
per share (representing a total of $1,243,763) for the year ended November 30,
2013.
SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The Joint Annual Meeting of Shareholders of the Common Shares of Macquarie/First
Trust Global Infrastructure/Utilities Dividend & Income Fund, First Trust Energy
Income and Growth Fund, First Trust Enhanced Equity Income Fund, First
Trust/Aberdeen Global Opportunity Income Fund, First Trust Mortgage Income Fund,
First Trust Strategic High Income Fund II, First Trust/Aberdeen Emerging
Opportunity Fund, First Trust Specialty Finance and Financial Opportunities
Fund, First Trust Dividend Income Fund (formerly First Trust Active Dividend
Income Fund), First Trust High Income Long/Short Fund and First Trust Energy
Infrastructure Fund, was held on April 17, 2013 (the "Annual Meeting"). At the
Annual Meeting, Trustees James A. Bowen and Niel B. Nielson were elected by the
Common Shareholders of the Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund as Class III Trustees for three-year terms expiring at
the Fund's annual meeting of shareholders in 2016. The number of votes cast in
favor of Mr. Bowen was 7,106,916, the number of votes against was 199,514 and
the number of abstentions was 1,226,855. The number of votes cast in favor of
Mr. Nielson was 7,104,015, the number against was 202,415 and the number of
abstentions was 1,226,855. Richard E. Erickson, Thomas R. Kadlec and Robert F.
Keith are the other current and continuing Trustees.
BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT MANAGEMENT AND
INVESTMENT SUB-ADVISORY AGREEMENTS
The Board of Trustees of Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund (the "Fund"), including the Independent Trustees,
approved the continuation of the Investment Management Agreement (the "Advisory
Agreement") between the Fund and First Trust Advisors L.P. (the "Advisor"), the
Investment Sub-Advisory Agreement (the "Macquarie Sub-Advisory Agreement") among
the Fund, the Advisor and Macquarie Capital Investment Management LLC
("Macquarie") and the Investment Sub-Advisory Agreement (the "Four Corners
Sub-Advisory Agreement" and together with the Macquarie Sub-Advisory Agreement,
the "Sub-Advisory Agreements") among the Fund, the Advisor and Four Corners
Capital Management, LLC ("Four Corners"), at a meeting held on June 9-10, 2013.
Macquarie and Four Corners are each referred to herein as a "Sub-Advisor" and
collectively as the "Sub-Advisors." The Sub-Advisory Agreements are referred to
herein together with the Advisory Agreement as the "Agreements." The Board
determined that the continuation of the Agreements is in the best interests of
the Fund in light of the extent and nature of the services provided and such
other matters as the Board considered to be relevant in the exercise of its
reasonable business judgment.
To reach this determination, the Board considered its duties under the
Investment Company Act of 1940, as amended (the "1940 Act"), as well as under
the general principles of state law in reviewing and approving advisory
contracts; the requirements of the 1940 Act in such matters; the fiduciary duty
of investment advisors with respect to advisory agreements and compensation; the
standards used by courts in determining whether investment company boards have
fulfilled their duties; and the factors to be considered by the Board in voting
on such agreements. To
Page 25
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
assist the Board in its evaluation of the Agreements, the Independent Trustees
received a separate report from the Advisor and each of the Sub-Advisors in
advance of the Board meeting responding to a request for information from
counsel to the Independent Trustees. The reports, among other things, outlined
the services provided by the Advisor and the Sub-Advisors (including the
relevant personnel responsible for these services and their experience); the
advisory and sub-advisory fees for the Fund as compared to fees charged to other
clients of the Advisor and the Sub-Advisors and as compared to fees charged by
investment advisors and sub-advisors to comparable funds; expenses of the Fund
as compared to expense ratios of comparable funds; the nature of expenses
incurred in providing services to the Fund and the potential for economies of
scale, if any; financial data on the Advisor and the Sub-Advisors; any fall-out
benefits to the Advisor and the Sub-Advisors; and information on the Advisor's
and the Sub-Advisors' compliance programs. Following receipt of this
information, the Independent Trustees and their counsel met separately to
discuss the information provided by the Advisor and the Sub-Advisors, including
the supplemental responses. The Board applied its business judgment to determine
whether the arrangements between the Fund and the Advisor and among the Fund,
the Advisor and each Sub-Advisor are reasonable business arrangements from the
Fund's perspective as well as from the perspective of shareholders. The Board
considered that shareholders chose to invest or remain invested in the Fund
knowing that the Advisor and the Sub-Advisors manage the Fund.
In reviewing the Agreements, the Board considered the nature, extent and quality
of services provided by the Advisor and the Sub-Advisors under the Agreements.
The Board considered the Advisor's statements regarding the incremental benefits
associated with the Fund's advisor/sub-advisor management structure. With
respect to the Advisory Agreement, the Board considered that the Advisor is
responsible for the overall management and administration of the Fund and
reviewed the services provided by the Advisor to the Fund, including the
oversight of the Sub-Advisors. The Board noted the compliance program that had
been developed by the Advisor and considered that it includes a robust program
for monitoring the Sub-Advisors' compliance with the 1940 Act and the Fund's
investment objective and policies. With respect to the Macquarie Sub-Advisory
Agreement, the Board received a presentation from a representative of Macquarie
discussing the services that Macquarie provides to the Fund and how Macquarie
manages the portion of the Fund's assets allocated to it. With respect to the
Four Corners Sub-Advisory Agreement, the Board reviewed the materials provided
by Four Corners and considered the services that Four Corners provides to the
Fund, including Four Corners' day to day management of the portion of the Fund's
assets allocated to it. In light of the information presented and the
considerations made, the Board concluded that the nature, extent and quality of
services provided to the Fund by the Advisor and the Sub-Advisors under the
Agreements have been and are expected to remain satisfactory and that each
Sub-Advisor, under the oversight of the Advisor, has managed the Fund consistent
with its investment objective and policies.
The Board considered the advisory and sub-advisory fees paid under the
Agreements. The Board considered the advisory fees charged by the Advisor to
similar funds and other non fund clients, noting that the Advisor does not
provide advisory services to other funds with investment objectives and policies
similar to the Fund's, but does provide services to certain separately managed
accounts with investment objectives and policies similar to the Fund's. The
Board noted that the Fund's advisory fee rate is different than the advisory fee
rate charged to the separately managed accounts, as well as the Advisor's
statement that the nature of the services provided to the separately managed
accounts is not comparable to those provided to the Fund. The Board considered
the sub-advisory fees and how they relate to the Fund's overall advisory fee
structure. The Board also considered information provided by the Sub-Advisors as
to the fees they charge to other clients, noting that Four Corners does not
charge a lower fee to any other client for which it provides comparable services
and that Macquarie provides advisory services to a similar closed-end fund and a
similar open-end fund at higher fee rates than are charged to the Fund. In
addition, the Board reviewed data prepared by Lipper Inc. ("Lipper"), an
independent source, showing the advisory fees and expense ratios of the Fund as
compared to the advisory fees and expense ratios of an expense peer group
selected by Lipper and similar data from the Advisor for a separate peer group
selected by the Advisor. The Board noted that the Lipper and Advisor peer groups
did not include any overlapping peer funds. The Board discussed with
representatives of the Advisor and Macquarie the limitations in creating a
relevant peer group for the Fund, including that (i) the Fund is unique in its
composition, which makes assembling peers with similar strategies and asset mix
difficult; (ii) peer funds may use different types of leverage which have
different costs associated with them or may use no leverage; (iii) none of the
peer funds employ an advisor/sub-advisor management structure; and (iv) many of
the peer funds are larger than the Fund, which causes the Fund's fixed expenses
to be higher on a percentage basis as compared to the larger peer funds. The
Board took these limitations into account in considering the peer data. In
reviewing the peer data, the Board noted that the Fund's contractual advisory
fee was above the median of the Lipper peer group.
The Board also considered performance information for the Fund, noting that the
performance information included the Fund's quarterly performance report, which
is part of the process that the Board has established for monitoring the Fund's
performance and portfolio risk on an ongoing basis. The Board determined that
this process continues to be effective for reviewing the Fund's performance. In
addition to the Board's ongoing review of performance, the Board also received
data prepared by Lipper comparing the Fund's performance to a performance peer
universe selected by Lipper and to a blended benchmark. In reviewing the Fund's
performance as compared to the performance of the Lipper performance peer
universe, the Board took into account the limitations described above with
respect to creating a relevant peer group for the Fund. The Board also
considered the Fund's dividend yield as of March 28, 2013 and an analysis
prepared by the Advisor on the continued benefits provided by the Fund's
leverage. In addition, the Board compared the Fund's premium/discount over the
past eight quarters to the average and median premium/discount of the Advisor
peer group over the same period and considered factors that may impact a fund's
premium/discount.
Page 26
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
On the basis of all the information provided on the fees, expenses and
performance of the Fund, the Board concluded that the advisory and sub-advisory
fees were reasonable and appropriate in light of the nature, extent and quality
of services provided by the Advisor and Sub-Advisors under the Agreements.
The Board noted that the Advisor has continued to invest in personnel and
infrastructure and considered whether fee levels reflect any economies of scale
for the benefit of shareholders. The Board determined that due to the Fund's
closed-end structure, the potential for realization of economies of scale as
Fund assets grow was not a material factor to be considered. The Board also
considered the costs of the services provided and profits realized by the
Advisor from serving as investment advisor to the Fund for the twelve months
ended December 31, 2012, as set forth in the materials provided to the Board.
The Board noted the inherent limitations in the profitability analysis, and
concluded that the Advisor's estimated profitability appeared to be not
excessive in light of the services provided to the Fund. In addition, the Board
considered fall-out benefits described by the Advisor that may be realized from
its relationship with the Fund, including the Advisor's compensation for fund
reporting services pursuant to a separate Fund Reporting Services Agreement.
The Board considered that Macquarie's investment services expenses are generally
fixed. The Board considered Macquarie's statement that no economies of scale
were realized in 2012 in providing services to the Fund. The Board considered
that the sub-advisory fee rate was negotiated at arm's length between the
Advisor and Macquarie, an unaffiliated third party. The Board also considered
data provided by Macquarie as to its profitability with respect to the Fund. The
Board noted the inherent limitations in the profitability analysis and concluded
that the profitability analysis for the Advisor was more relevant, although the
profitability to Macquarie of the Macquarie Sub-Advisory Agreement appeared to
be not excessive in light of the services provided to the Fund. The Board
considered the fall-out benefits realized by Macquarie from its relationship
with the Fund, including soft dollar arrangements, and considered a summary of
such arrangements, noting that the soft dollars received were minimal and in
line with Macquarie's other clients.
The Board considered that Four Corners' investment services expenses are both
fixed and variable. The Board considered that the sub-advisory fee rate was
negotiated at arm's length between the Advisor and Four Corners, an unaffiliated
third party. The Board also considered data provided by Four Corners with
respect to the profitability of the Sub-Advisory Agreement to Four Corners and
concluded that the profitability analysis for the Advisor was more relevant,
although the profitability to Four Corners of the Four Corners Sub-Advisory
Agreement appeared to be not excessive in light of the services provided to the
Fund. The Board noted that Four Corners does not maintain any soft dollar
arrangements and that Four Corners did not indicate any material fall-out
benefits from its relationship to the Fund.
Based on all of the information considered and the conclusions reached, the
Board, including the Independent Trustees, unanimously determined that the terms
of the Agreements continue to be fair and reasonable and that the continuation
of the Agreements is in the best interests of the Fund. No single factor was
determinative in the Board's analysis.
RISK CONSIDERATIONS
Risks are inherent in all investing. The following summarizes some, but not all,
of the risks that should be considered for the Fund. For additional information
about the risks associated with investing in the Fund, please see the Fund's
prospectus and statement of additional information, as well as other Fund
regulatory filings.
INVESTMENT AND MARKET RISK: An investment in the Fund's Common Shares is subject
to investment risk, including the possible loss of the entire principal
invested. An investment in Common Shares represents an indirect investment in
the securities owned by the Fund. The value of these securities, like other
market investments, may move up or down, sometimes rapidly and unpredictably.
Common Shares at any point in time may be worth less than the original
investment, even after taking into account the reinvestment of Fund dividends
and distributions. Security prices can fluctuate for several reasons including
the general condition of the securities markets, or when political or economic
events affecting the issuers occur. When the Advisor or Sub-Advisor determines
that it is temporarily unable to follow the Fund's investment strategy or that
it is impractical to do so (such as when a market disruption event has occurred
and trading in the securities is extremely limited or absent), the Fund may take
temporary defensive positions.
LEVERAGE RISK: The use of leverage results in additional risks and can magnify
the effect of any losses. If the income and gains from the securities and
investments purchased with such proceeds do not cover the cost of leverage, the
Common Shares' return will be less than if leverage had not been used. The funds
borrowed pursuant to a leverage borrowing program constitute a substantial lien
and burden by reason of their prior claim against the income of the Fund and
against the net assets of the Fund in liquidation. The rights of lenders to
receive payments of interest on and repayments of principal on any borrowings
made by the Fund under a leverage borrowing program are senior to the rights of
holders of Common Shares upon liquidation. If the Fund is not in compliance with
certain credit facility provisions, the Fund may not be permitted to declare
dividends or other distributions, including dividends and distributions with
respect to Common Shares or purchase Common Shares. The use of leverage by the
Fund increases the likelihood of greater volatility of NAV and market price of
the Common Shares. Leverage also increases the risk that fluctuations in
interest rates on borrowings and short-term debt that the Fund may pay will
reduce the return to the Common Shareholders or will result in fluctuations in
the dividends paid on the Common Shares.
Page 27
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
MLP RISK: An investment in MLP units involves risks which differ from an
investment in common stock of a corporation. Holders of MLP units have limited
control and voting rights on matters affecting the partnership. In addition,
there are certain tax risks associated with an investment in MLP units and
conflicts of interest exist between common unit holders and the general partner,
including those arising from incentive distribution payments.
NON-U.S. RISK: The Fund may invest a portion of its assets in the equity
securities of issuers domiciled in jurisdictions other than the U.S. Investments
in the securities and instruments of non-U.S. issuers involve certain
considerations and risks not ordinarily associated with investments in
securities and instruments of U.S. issuers. Non-U.S. companies are not generally
subject to uniform accounting, auditing and financial standards and requirements
comparable to those applicable to U.S. companies. Non-U.S. securities exchanges,
brokers and listed companies may be subject to less government supervision and
regulation than exists in the United States. Dividend and interest income may be
subject to withholding and other non-U.S. taxes, which may adversely affect the
net return on such investments. A related risk is that there may be difficulty
in obtaining or enforcing a court judgment abroad.
CURRENCY RISK: The value of securities denominated or quoted in foreign
currencies may be adversely affected by fluctuations in the relative currency
exchange rates and by exchange control regulations. The Fund's investment
performance may be negatively affected by a devaluation of a currency in which
the Fund's investments are denominated or quoted. Further, the Fund's investment
performance may be significantly affected, either positively or negatively, by
currency exchange rates because the U.S. dollar value of securities denominated
or quoted in another currency will increase or decrease in response to changes
in the value of such currency in relation to the U.S. dollar. While certain of
the Fund's non-U.S. dollar-denominated securities may be hedged into U.S.
dollars, hedging may not alleviate all currency risks.
SENIOR LOAN RISK: In the event a borrower fails to pay scheduled interest or
principal payments on a Senior Loan held by the Fund, the Fund will experience a
reduction in its income and a decline in the value of the Senior Loan, which
will likely reduce dividends and lead to a decline in the net asset value of the
Fund's Common Shares. If the Fund acquires a Senior Loan from another Lender,
for example, by acquiring a participation, the Fund may also be subject to
credit risks with respect to that lender. Although Senior Loans may be secured
by specific collateral, the value of the collateral may not equal the Fund's
investment when the Senior Loan is acquired or may decline below the principal
amount of the Senior Loan subsequent to the Fund's investment. Also, to the
extent that collateral consists of stock of the borrower or its subsidiaries or
affiliates, the Fund bears the risk that the stock may decline in value, be
relatively illiquid, and/ or may lose all or substantially all of its value,
causing the Senior Loan to be under collateralized. Therefore, the liquidation
of the collateral underlying a Senior Loan may not satisfy the issuer's
obligation to the Fund in the event of non-payment of scheduled interest or
principal, and the collateral may not be readily liquidated.
HIGH-YIELD SECURITIES RISK: The Senior Loans in which the Fund invests are
generally considered to be "high-yield" securities. High yield securities or
"junk" bonds, the generic name for securities rated below "BBB-" by one or more
ratings agencies, should be considered speculative as their low ratings indicate
a quality of less than investment grade, and therefore carry an increased risk
of default as compared to investment grade issues. Because high-yield securities
are generally subordinated obligations and are perceived by investors to be
riskier than higher rated securities, their prices tend to fluctuate more than
higher rated securities and are affected by short-term credit developments to a
greater degree.
High-yield securities are subject to greater market fluctuations and risk of
loss than securities with higher investment ratings. A reduction in an issuer's
creditworthiness may result in the bankruptcy of an issuer or the default by an
issuer on the interest and principal payments. The market for high-yield
securities is smaller and less liquid than that for investment grade securities.
NON-DIVERSIFICATION RISK: The Fund is a non-diversified investment company under
the 1940 Act and will not be treated as a regulated investment company under the
Internal Revenue Code. Accordingly, there are no regulatory requirements under
the 1940 Act or the Internal Revenue Code on the minimum number or size of
securities held by the Fund.
INTEREST RATE RISK: The Fund's portfolio is also subject to interest rate risk.
Interest rate risk is the risk that fixed-income securities will decline in
value because of changes in market interest rates. Investments in debt
securities with long-term maturities may experience significant price declines
if long-term interest rates increase.
CREDIT RISK: The Senior Loans in which the Fund invests are also subject to
credit risk. Credit risk is the risk of nonpayment of scheduled contractual
repayments whether interest and/or principal payments or payments for services.
Credit risk also is the risk that one or more investments in the Fund's
portfolio will decline in price, or fail to pay interest or principal when due,
because the issuer of the security or contractual counterparty experiences a
decline in its financial status.
QUALIFIED DIVIDEND INCOME TAX RISK: There can be no assurance as to what portion
of the distributions paid to the Fund's Common Shareholders will consist of
tax-advantaged qualified dividend income. Certain distributions designated by
the Fund as derived from qualified dividend income will be taxed in the hands of
non-corporate Common Shareholders at the rates applicable to long-term capital
gains, provided certain holding period and other requirements are satisfied by
both the Fund and the Common Shareholders. Additional requirements apply in
Page 28
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
determining whether distributions by foreign issuers should be regarded as
qualified dividend income. Certain investment strategies of the Fund will limit
the Fund's ability to meet these requirements and consequently will limit the
amount of qualified dividend income received and distributed by the Fund. A
change in the favorable provisions of the federal tax laws with respect to
qualified dividends may result in a widespread reduction in announced dividends
and may adversely impact the valuation of the shares of dividend-paying
companies.
Page 29
--------------------------------------------------------------------------------
BOARD OF TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
NUMBER OF OTHER
PORTFOLIOS IN TRUSTEESHIPS OR
THE FIRST TRUST DIRECTORSHIPS
NAME, ADDRESS, TERM OF OFFICE FUND COMPLEX HELD BY TRUSTEE
DATE OF BIRTH AND AND LENGTH OF PRINCIPAL OCCUPATIONS OVERSEEN BY DURING PAST
POSITION WITH THE FUND SERVICE (1) DURING PAST 5 YEARS TRUSTEE 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
Richard E. Erickson, Trustee o Three-Year Term Physician; President, Wheaton Orthopedics; 105 None
c/o First Trust Advisors L.P. Limited Partner, Gundersen Real Estate
120 East Liberty Drive, o Since Fund Limited Partnership; Member Sportsmed
Suite 400 Inception LLC
Wheaton, IL 60187
D.O.B.: 04/51
Thomas R. Kadlec, Trustee o Three-Year Term President (March 2010 to Present), Senior 105 Director of ADM
c/o First Trust Advisors L.P. Vice President and Chief Financial Officer Investor Services,
120 East Liberty Drive, o Since Fund (May 2007 to March 2010), ADM Services, Inc. and ADM
Suite 400 Inception Inc. (Futures Commission Merchant) Investor Services
Wheaton, IL 60187 International
D.O.B.: 11/57
Robert F. Keith, Trustee o Three-Year Term President (2003 to Present), Hibs 105 Director of Trust
c/o First Trust Advisors L.P. Enterprises (Financial and Management Company of
120 East Liberty Drive, o Since June 2006 Consulting) Illinois
Suite 400
Wheaton, IL 60187
D.O.B.: 11/56
Niel B. Nielson, Trustee o Three-Year Term President and Chief Executive Officer 105 Director of
c/o First Trust Advisors L.P. (June 2012 to Present), Dew Learning LLC Covenant
120 East Liberty Drive, o Since Fund (Educational Products and Services); Transport Inc.
Suite 400 Inception President (June 2002 to June 2012),
Wheaton, IL 60187 Covenant College
D.O.B.: 03/54
------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
------------------------------------------------------------------------------------------------------------------------------------
James A. Bowen(2), Trustee and o Three-Year Term Chief Executive Officer (December 2010 105 None
Chairman of the Board to Present), President (until December
120 East Liberty Drive, o Since Fund 2010), First Trust Advisors L.P. and First
Suite 400 Inception Trust Portfolios L.P.; Chairman of the
Wheaton, IL 60187 Board of Directors, BondWave LLC
D.O.B.: 09/55 (Software Development Company/
Investment Advisor) and Stonebridge
Advisors LLC (Investment Advisor)
-------------------
(1) Currently, Robert F. Keith, as a Class I Trustee, is serving as a trustee
until the Fund's 2014 annual meeting of shareholders. Richard E. Erickson
and Thomas R. Kadlec, as Class II Trustees, are serving as trustees until
the Fund's 2015 annual meeting of shareholders. James A. Bowen and Niel B.
Nielson, as Class III Trustees, are serving as trustees until the Fund's
2016 annual meeting of shareholders.
(2) Mr. Bowen is deemed an "interested person" of the Fund due to his position
as Chief Executive Officer of First Trust Advisors L.P., investment
advisor of the Fund.
Page 30
--------------------------------------------------------------------------------
BOARD OF TRUSTEES AND OFFICERS (CONTINUED)
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
NAME, ADDRESS POSITION AND OFFICES TERM OF OFFICE AND PRINCIPAL OCCUPATIONS
AND DATE OF BIRTH WITH FUND LENGTH OF SERVICE DURING PAST 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
OFFICERS(3)
------------------------------------------------------------------------------------------------------------------------------------
Mark R. Bradley President and Chief o Indefinite Term Chief Operating Officer (December 2010 to Present)
120 E. Liberty Drive, Executive Officer and Chief Financial Officer, First Trust Advisors
Suite 400 o Since January 2012 L.P. and First Trust Portfolios L.P.; Chief Financial
Wheaton, IL 60187 Officer, BondWave LLC (Software Development
D.O.B.: 11/57 Company/Investment Advisor) and Stonebridge
Advisors LLC (Investment Advisor)
James M. Dykas Treasurer, Chief Financial o Indefinite Term Controller (January 2011 to Present), Senior Vice
120 E. Liberty Drive, Officer and Chief President (April 2007 to January 2011), Vice
Suite 400 Accounting Officer o Since January 2012 President (January 2005 to April 2007), First Trust
Wheaton, IL 60187 Advisors L.P. and First Trust Portfolios L.P.
D.O.B.: 01/66
W. Scott Jardine Secretary and Chief Legal o Indefinite Term General Counsel, First Trust Advisors L.P. and
120 E. Liberty Drive, Officer First Trust Portfolios L.P.; Secretary and
Suite 400 o Since Fund Inception General Counsel, BondWave LLC (Software
Wheaton, IL 60187 Development Company/Investment Advisor);
D.O.B.: 05/60 Secretary of Stonebridge Advisors LLC
(Investment Advisor)
Daniel J. Lindquist Vice President o Indefinite Term Managing Director (July 2012 to Present),
120 E. Liberty Drive, Senior Vice President (September 2005 to July
Suite 400 o Since Fund Inception 2012), First Trust Advisors L.P. and First Trust
Wheaton, IL 60187 Portfolios L.P.
D.O.B.: 02/70
Kristi A. Maher Chief Compliance Officer o Indefinite Term Deputy General Counsel, First Trust Advisors L.P.
120 E. Liberty Drive, and Assistant Secretary and First Trust Portfolios L.P.
Suite 400 o Chief Compliance
Wheaton, IL 60187 Officer Since
D.O.B.: 12/66 January 2011
o Assistant Secretary
Since Fund Inception
-------------------
(3) Officers of the Fund have an indefinite term. The term "officer" means the
president, vice president, secretary, treasurer, controller or any other
officer who performs a policy making function.
Page 31
--------------------------------------------------------------------------------
PRIVACY POLICY
--------------------------------------------------------------------------------
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
(MFD)
NOVEMBER 30, 2013 (UNAUDITED)
PRIVACY POLICY
First Trust values our relationship with you and considers your privacy an
important priority in maintaining that relationship. We are committed to
protecting the security and confidentiality of your personal information.
SOURCES OF INFORMATION
We collect nonpublic personal information about you from the following sources:
o Information we receive from you and your broker-dealer, investment
advisor or financial representative through interviews,
applications, agreements or other forms;
o Information about your transactions with us, our affiliates or
others;
o Information we receive from your inquiries by mail, e-mail or
telephone; and
o Information we collect on our website through the use of "cookies".
For example, we may identify the pages on our website that your
browser requests or visits.
INFORMATION COLLECTED
The type of data we collect may include your name, address, social security
number, age, financial status, assets, income, tax information, retirement and
estate plan information, transaction history, account balance, payment history,
investment objectives, marital status, family relationships and other personal
information.
DISCLOSURE OF INFORMATION
We do not disclose any nonpublic personal information about our customers or
former customers to anyone, except as permitted by law. In addition to using
this information to verify your identity (as required under law), the permitted
uses may also include the disclosure of such information to unaffiliated
companies for the following reasons:
o In order to provide you with products and services and to effect
transactions that you request or authorize, we may disclose your
personal information as described above to unaffiliated financial
service providers and other companies that perform administrative or
other services on our behalf, such as transfer agents, custodians
and trustees, or that assist us in the distribution of investor
materials such as trustees, banks, financial representatives, proxy
services, solicitors and printers.
o We may release information we have about you if you direct us to do
so, if we are compelled by law to do so, or in other legally limited
circumstances (for example to protect your account from fraud).
In addition, in order to alert you to our other financial products and services,
we may share your personal information within First Trust.
PRIVACY ONLINE
We allow third-party companies, including AddThis (a social media sharing
service), to collect certain anonymous information when you visit our website.
These companies may use non-personally identifiable information during your
visits to this and other websites in order to provide advertisements about goods
and services likely to be of greater interest to you. These companies typically
use a cookie, third party web beacon or pixel tags, to collect this information.
To learn more about this behavioral advertising practice, you can visit
www.networkadvertising.org.
CONFIDENTIALITY AND SECURITY
With regard to our internal security procedures, First Trust restricts access to
your nonpublic personal information to those First Trust employees who need to
know that information to provide products or services to you. We maintain
physical, electronic and procedural safeguards to protect your nonpublic
personal information.
POLICY UPDATES AND INQUIRIES
As required by federal law, we will notify you of our privacy policy annually.
We reserve the right to modify this policy at any time, however, if we do change
it, we will tell you promptly. For questions about our policy, or for additional
copies of this notice, please go to www.ftportfolios.com, or contact us at
1-800-621-1675 (First Trust Portfolios) or 1-800-222-6822 (First Trust
Advisors).
Page 32
FIRST TRUST
INVESTMENT ADVISOR
First Trust Advisors L.P.
120 E. Liberty Drive, Suite 400
Wheaton, IL 60187
INVESTMENT SUB-ADVISORS
Macquarie Capital Investment Management LLC
125 West 55th Street
New York, NY 10019
Four Corners Capital Management, LLC
2005 Market Street
Philadelphia, PA 19103
ADMINISTRATOR,
FUND ACCOUNTANT &
TRANSFER AGENT
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
CUSTODIAN
The Bank of New York Mellon
101 Barclay Street, 20th Floor
New York, NY 10286
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
111 S. Wacker Drive
Chicago, IL 60606
LEGAL COUNSEL
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, IL 60603
[BLANK BACK COVER]
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant or
a third party.
(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 and Robert F. Keith are qualified
to serve as audit committee financial experts serving on its audit committee and
that each of them is "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees (Registrant) -- The aggregate fees billed for each of the
last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years were
$49,000 for the fiscal year ended November 30, 2012 and $49,000 for the fiscal
year ended November 30, 2013.
(b) Audit-Related Fees (Registrant) -- The aggregate fees billed in each
of the last two fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit of the
registrant's financial statements and are not reported under paragraph (a) of
this Item were $0 for the fiscal year ended November 30, 2012 and $0 for the
fiscal year ended November 30, 2013.
Audit-Related Fees (Investment Adviser) -- The aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under paragraph
(a) of this Item were $0 for the fiscal year ended November 30, 2012 and $0 for
the fiscal year ended November 30, 2013.
(c) Tax Fees (Registrant) -- The aggregate fees billed in each of the last
two fiscal years for professional services rendered by the principal accountant
for tax compliance, tax advice, and tax planning to the registrant were $5,200
for the fiscal year ended November 30, 2012 and $5,200 for the fiscal year ended
November 30, 2013.
Tax Fees (Investment Adviser) -- The aggregate fees billed in each of the
last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning to the registrant's
adviser were $0 for the fiscal year ended November 30, 2012 and $0 for the
fiscal year ended November 30, 2013.
(d) All Other Fees (Registrant) -- The aggregate fees billed in each of
the last two fiscal years for products and services provided by the principal
accountant to the registrant, other than the services reported in paragraphs (a)
through (c) of this Item were $0 for the fiscal year ended November 30, 2012 and
$0 for the fiscal year ended November 30, 2013.
All Other Fees (Investment Adviser) -- The aggregate fees billed in each
of the last two fiscal years for products and services provided by the principal
accountant to the registrant's investment adviser, other than the services
reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year
ended November 30, 2012 and $0 for the fiscal year ended November 30, 2013.
(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
Pursuant to its charter and its Audit and Non-Audit Services Pre-Approval
Policy, the Audit Committee (the "Committee") is responsible for the
pre-approval of all audit services and permitted non-audit services (including
the fees and terms thereof) to be performed for the registrant by its
independent auditors. The Chairman of the Committee is authorized to give such
pre-approvals on behalf of the Committee up to $25,000 and report any such
pre-approval to the full Committee.
The Committee is also responsible for the pre-approval of the independent
auditor's engagements for non-audit services with the registrant's adviser (not
including a sub-adviser whose role is primarily portfolio management and is
sub-contracted or overseen by another investment adviser) and any entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the registrant, if the engagement relates
directly to the operations and financial reporting of the registrant, subject to
the de minimis exceptions for non-audit services described in Rule 2-01 of
Regulation S-X. If the independent auditor has provided non-audit services to
the registrant's adviser (other than any sub-adviser whose role is primarily
portfolio management and is sub-contracted with or overseen by another
investment adviser) and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to its policies, the Committee
will consider whether the provision of such non-audit services is compatible
with the auditor's independence.
(e)(2) The percentage of services described in each of paragraphs (b)
through (d) for the registrant and the registrant's investment adviser of this
Item that were approved by the audit committee pursuant to the pre-approval
exceptions included in paragraph (c)(7)(i)(c) or paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees was less than fifty
percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's investment
adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment adviser),
and any entity controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant for the fiscal year
ended November 30, 2012, were $5,200 for the registrant and $4,120 for the
registrant's investment adviser, and for the fiscal year ended November 30,
2013, were $5,200 for the registrant and $3,000 for the registrant's investment
adviser.
(h) The registrant's audit committee of its Board of Trustees has
determined that the provision of non-audit services that were rendered to the
registrant's investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The Registrant has a separately designated audit committee consisting of
all the independent directors of the Registrant. The members of the audit
committee are: Thomas R. Kadlec, Niel B. Nielson, Richard E. Erickson and
Robert F. Keith.
ITEM 6. INVESTMENTS.
(a) Schedule of Investments in securities of unaffiliated issuers as of the
close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this form.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are included below.
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
Capital Investment Management LLC ("MCIM") 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 MCIM
for review. First Trust generally will vote the proxies in accordance with ISS
recommendations. MCIM 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.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(A)(1) IDENTIFICATION OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS AND
DESCRIPTION OF ROLE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS
INFORMATION PROVIDED AS OF NOVEMBER 30, 2013
Macquarie Capital Investment Management LLC ("MCIM") and Four Corners Capital
Management, LLC ("Four Corners") serve as the registrant's sub-advisers. MCIM
manages the Core Component of the registrant, while Four Corners manages the
Senior Loan Component of the registrant.
MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC
Anthony Felton and Jonathon Ong are the co- portfolio managers responsible for
the day-to-day management of the Core Component of the registrant.
Length of
----------
Name Title Service Business Experience Past 5 Years
---- ----- ------- --------------------------------
Anthony Felton Fund Co-Portfolio Manager as of 15 years Mr. Felton joined Macquarie Group in February 2004
June 29, 2012 and the MFG Infrastructure Securities team in June
2004. He was responsible for the analysis of
European stocks before becoming a Portfolio Manager.
Mr. Felton has significant experience in the
analysis of both regulated infrastructure companies,
such as water and electricity/gas transmission/
distribution and utilities as well as user demand
infrastructure companies such as airports, toll
roads and seaports. Prior to joining Macquarie, Mr.
Felton had broad based financial market experience
with Westpac Banking Corporation in Sydney, and West
LB and JP Morgan in London between 1999 and 2003.
Mr. Felton holds a Bachelor of Commerce -
University of NSW, and is a CFA charter holder.
Jonathon Ong Fund Co-Portfolio Manager as of 20 years Mr. Ong joined the MFG Infrastructure Securities
November 9, 2012. team in Sydney as a Portfolio Manager in January
2008. He has been a member of the team's Investment
Committee since then. He has 17 years of investment
experience including 11 years as a Portfolio
Manager. Prior to joining Macquarie, Mr. Ong held
analyst and PM roles at Credit Suisse Asset
Management (CSAM), where he worked for 8 years in
Sydney and Tokyo. His portfolio management and
analytical responsibilities were primarily focused
on infrastructure and related stocks. Prior to CSAM,
he spent 3 years as an Asia-Pacific telecom analyst
for Bankers Trust, having started his career as a
sell-side analyst in Hong Kong for Kim Eng
Securities. Mr. Ong earned a Bachelor of Science
degree from the University of Melbourne and a
Bachelor of Business (Banking and Finance) from
Monash University. Mr. Ong is a CFA charter holder.
* MFG Infrastructure Securities is the marketing name of a separate asset
management business unit that is part of Macquarie Funds Group ("MFG") and is
within Macquarie Group Limited. MFG Infrastructure Securities includes Macquarie
Capital Investment Management (Australia) Limited ("MCIMAL") and Macquarie
Capital Investment Management LLC ("MCIML").
(A)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER
AND POTENTIAL CONFLICTS OF INTEREST
INFORMATION PROVIDED AS OF NOVEMBER 30, 2013
OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBER
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Total Assets in
Total No. of Accounts Accounts where
Name of Portfolio No. of where Advisory Fee Advisory Fee is
Manager or Accounts is Based on Based on
Team Member Type of Accounts Managed Total Assets Performance Performance
----------- ---------------- ------- ------------ ----------- -----------
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Anthony Felton Registered Investment 0 0 0 $0
Companies:
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Other Pooled Investment 3 $187.0M 0 $0
Vehicles:
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Other Accounts: 0 0 0 $0
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Jonathon Ong Registered Investment 1 $434.0M 0 $0
Companies:
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Other Pooled Investment 3 $512.0M 0 $0
Vehicles:
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
Other Accounts: 4 $501.0M 0 $0
---------------------- ------------------------ ------------ ---------------- --------------------- -----------------
POTENTIAL CONFLICTS OF INTERESTS
MCIM has policies and procedures in place that govern the manner in which
allocations of trades will be handled should MCIM effect purchases or sales of
the same security for different clients. These procedures address circumstances
in which separate purchase or sale orders for the same security are placed for
two or more clients, and additionally when purchase or sale orders for the same
security are aggregated. MCIM policies detail specific conditions that must be
met when aggregating purchase or sale orders for the same security for two or
more clients. The Portfolio Manager is responsible for allocating investment
opportunities and aggregating orders consistently with the procedures and a
periodic, but at least quarterly, review by the Chief Compliance Officer of MCIM
(or designee) is required.
(A)(3) COMPENSATION STRUCTURE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS
INFORMATION PROVIDED AS OF NOVEMBER 30, 2013
Compensation consists of fixed remuneration in the form of a base salary,
variable (at risk) performance pay in the form of an annual profit share
allocation and a long term incentive in the form of stock (applies to Director
level employees only). Fixed remuneration takes into consideration the role of
individuals and market conditions. Remuneration is reviewed on a yearly basis in
March/April and takes effect from July 1st of that year.
Aggregate staff profit share is linked to Macquarie Group's profitability and
return on ordinary equity, with the allocation of individual profit share being
based on factors including contribution to profit, use of capital, funding and
risk. Macquarie Group operates profit share retention arrangements for employees
meeting certain pay thresholds, to ensure an appropriate balance between short
and longer-term incentives. Retained profit share is invested in the Macquarie
Employee Retained Equity Plan (MEREP) to further align employee and shareholder
interests as well as enhance Macquarie Group's ability to attract and retain
high caliber talent.
Compensation consists of a base salary amount plus discretionary profit share.
The base salary is fixed a year in advance, while the discretionary profit share
varies according to the performance of the individual, the division and
Macquarie Group. Discretionary profit share is allocated annually. Compensation
is not directly based on the pre- or post-tax performance of the Fund over a
certain period. However, performance of the Fund may be one factor taken into
account in determining compensation. Compensation is not directly based on the
value of assets held in the Fund's portfolio. However the value of assets may be
one factor taken into account in determining compensation.
If the Portfolio Manager's or the Management Team's bonus is over a certain
amount, a portion of the bonus may be deferred and may be paid out in the future
in up to four equal installments.
Compensation consists of a base salary amount plus discretionary profit share.
The base salary is fixed a year in advance, while the discretionary profit share
varies according to the performance of the individual, the division and
Macquarie Group. Discretionary profit share is allocated annually.
(A)(4) DISCLOSURE OF SECURITIES OWNERSHIP
THE INFORMATION BELOW IS AS OF NOVEMBER 30, 2013
------------------------- --------------------------------
Name Dollar ($) Range of Fund Shares
Beneficially Owned
------------------------- --------------------------------
Anthony Felton $0
------------------------- --------------------------------
Jonathan Ong $0
------------------------- --------------------------------
FOUR CORNERS CAPITAL MANAGEMENT, LLC:
(A)(1) IDENTIFICATION OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS AND
DESCRIPTION OF ROLE OF PORTFOLIO MANAGER(S) OR MANAGEMENT TEAM MEMBERS
INFORMATION PROVIDED AS OF NOVEMBER 30, 2013
Adam H. Brown
Portfolio Manager, Senior Loan Component
Vice President, Portfolio Manager, Four Corners Capital Management, LLC
Mr. Brown is a portfolio manager on Four Corners' taxable fixed-income team,
with specific responsibilities for the bank loan portfolio. Mr. Brown previously
worked with Wachovia Securities, where he worked in the leveraged finance group
arranging senior secured bank loans and high-yield bond financings for financial
sponsors and corporate issuers. Mr. Brown has been part of the Four Corners team
for nine years and more recently has had a dual role with Four Corners'
affiliated investment adviser, Delaware Investments. Since 2007, Mr. Brown has
co-managed the Four Corners' collateralized loan obligations and bank loan
portfolios with Bob Bernstein and Drew Sweeney. Mr. Brown earned a bachelor's
degree from the University of Florida and an MBA from the A.B. Freeman School of
Business at Tulane University. Mr. Brown is also a Chartered Financial Analyst.
(A)(2) OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBER
AND POTENTIAL CONFLICTS OF INTEREST
INFORMATION PROVIDED AS OF NOVEMBER 30, 2013.
# of Accounts Total Assets
Managed for which for which
Total Advisory Fee is Advisory Fee
Name of Portfolio Manager or Type of Accounts # of Accounts Total Based on is Based on
Team Member Managed Assets Performance Performance
1. Adam H. Brown Registered Investment Companies: 2 $2.10B 0 $ 0
--------------------------------
Other Pooled Investment Vehicles: 5 $756.04M 2 $506.82M
---------------------------------
Other Accounts(1): 4 $12.55M 0 $0
------------------
1 The chart lists certain information about types of other accounts for
which the portfolio manager is primarily responsible as of November 30,
2013 unless otherwise noted. Any accounts managed in a personal capacity
appear under "Other Accounts" along with the other accounts managed on a
professional basis. The personal account information is current as of June
30, 2013.
POTENTIAL CONFLICTS OF INTERESTS
Four Corners has a fiduciary duty to provide unbiased advice and to disclose any
material conflicts of interest to its clients, as mandated under the Investment
Advisers Act of 1940. Furthermore, it is Four Corners' goal to act in good faith
and to treat all client accounts in a fair and equitable manner over time,
regardless of the client's strategy, fee arrangements, or the influence of a
client or client's beneficiaries.
Four Corners employs various controls to assist in the disclosure and management
of potential conflicts of interest and maintains policies (including Four
Corners' Code of Ethics and a trade allocation policy) that are designed to
mitigate any such conflicts. In instances where unique requirements or
restrictions are required due to the identification of different conflicts, Four
Corners will typically establish additional policies and controls or develop
alternate processing requirements to assist in the mitigation of these
conflicts.
(A)(3) COMPENSATION STRUCTURE OF PORTFOLIO MANAGERS OR MANAGEMENT TEAM MEMBERS
PORTFOLIO MANAGER COMPENSATION
Information provided as of November 30, 2013.
Each named portfolio manager receives a fixed base salary and is also eligible
to receive an annual cash bonus which is fully discretionary and based on
quantitative and qualitative factors. Portfolio managers participate in
retention programs, including the Delaware Investments Incentive Unit Plan, the
Delaware Investments Notional Investment Plan, and the Macquarie Group Employee
Retained Equity Plan, for alignment of interest purposes. Portfolio managers may
also participate in benefit plans and programs available generally to all
employees. Portfolio manager and management team compensation is determined
without regard to the performance of any individual account (or Fund)
performance.
Base Salaries are determined by a comparison to industry data prepared by third
parties to ensure that portfolio manager salaries are in line with salaries paid
at peer investment advisory firms.
Each portfolio manager is also eligible to receive an annual cash bonus, which
is fully discretionary and based on quantitative and qualitative factors. An
objective component is added to the bonus for each manager that is reflective of
account performance relative to an appropriate peer group or database.
For the non-guaranteed bonus, the portfolio manager is eligible to receive
annual cash bonus, which is based on quantitative and qualitative factors. There
is one pool for bonus payments for the fixed income department. The pool is
allotted based on subjective factors (50%) and objective factors (50%). The
amount of the pool for bonus payments is determined by assets managed (including
investment companies, insurance product-related accounts and other separate
accounts), management fees and related expenses (including fund waiver expenses)
for registered investment companies, pooled vehicles, and managed separate
accounts. For investment companies, each manager is compensated according to the
Fund's Lipper or Morningstar peer group percentile ranking on a one-year,
three-year, and five-year basis, with longer-term performance more heavily
weighted. For managed separate accounts the portfolio managers are compensated
according to the composite percentile ranking against the eVestment Alliance and
Callan Associates databases (or similar sources of relative performance data) on
a one-year, three-year and five-year basis, with longer term performance more
heavily weighted. There is no objective award for a fund that falls below the
50th percentile, but incentives reach maximum potential at the top 25th-30th
percentile. There is a sliding scale for investment companies that are ranked
above the 50th percentile. The remaining portion of the bonus is discretionary
as determined by Delaware Investments and takes into account subjective factors.
For new and recently transitioned portfolio managers, the compensation may be
weighted more heavily towards a portfolio manager's actual contribution and
ability to influence performance, rather than longer-term performance.
Management intends to move the compensation structure towards longer-term
performance for these portfolio managers over time.
Portfolio managers may be awarded incentive units awards ("Awards") relating to
the underlying shares of common stock of Delaware Management Holdings, Inc.
issuable pursuant to the terms of the Delaware Investments Incentive Unit Plan
(the "Plan") adopted on November 30, 2010.
The Plan was adopted in order to: assist the Manager in attracting, retaining,
and rewarding key employees of the company; enable such employees to acquire or
increase an equity interest in the company in order to align the interest of
such employees and the Manager; and provide such employees with incentives to
expend their maximum efforts. Subject to the terms of the Plan and applicable
award agreements, Awards typically vest in 25% increments on a four-year
schedule, and shares of common stock underlying the Awards are issued after
vesting. The fair market value of the shares of Delaware Management Holdings,
Inc., is normally determined as of each March 31, June 30, September 30 and
December 31 by an independent appraiser. Generally, a stockholder may put shares
back to the company during the put period communicated in connection with the
applicable valuation.
DELAWARE INVESTMENTS NOTIONAL INVESTMENT PLAN - A portion of a portfolio
manager's retained profit share may be notionally exposed to the return of a
portfolio of Delaware Investments Family of Funds-managed funds pursuant to the
terms of the Delaware Investments Notional Investment Plan. The retained amount
will vest in three equal tranches in each of the first, second and third years
following the date upon which the investment is made.
MACQUARIE GROUP EMPLOYEE RETAINED EQUITY PLAN - A portion of a portfolio
manager's retained profit share may be invested in the Macquarie Group Employee
Retained Equity Plan ("MEREP"), which is used to deliver remuneration in the
form of Macquarie Group Limited ("Macquarie") equity. The main type of award
currently being offered under the MEREP is units comprising a beneficial
interest in a Macquarie share held in a trust for the employee, subject to the
vesting and forfeiture provisions of the MEREP. Subject to vesting conditions,
vesting and release of the shares occurs in equal tranches two, three, and four
years after the date of investment.
(A)(4) DISCLOSURE OF SECURITIES OWNERSHIP
Information provided as of November 30, 2013
Dollar Range of Fund
Shares Beneficially
Name Owned
Adam H. Brown $ 0
(B) Not 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 trustees, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the "1940
Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of the report that includes the disclosure required by
this paragraph, based on their evaluation of these controls and
procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR
270.30a-3(d)) that occurred during the registrant's second fiscal quarter
of the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) Macquarie/First Trust Global Infrastructure/Utilities
Dividend & Income Fund
------------------------------------------------------
By (Signature and Title)* /s/ Mark R. Bradley
----------------------------------------
Mark R. Bradley, President and
Chief Executive Officer
(principal executive officer)
Date: January 23, 2014
--------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Mark R. Bradley
----------------------------------------
Mark R. Bradley, President and
Chief Executive Officer
(principal executive officer)
Date: January 23, 2014
--------------------
By (Signature and Title)* /s/ James M. Dykas
----------------------------------------
James M. Dykas, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
(principal financial officer)
Date: January 23, 2014
--------------------
* Print the name and title of each signing officer under his or her signature.