Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

As filed with the Securities and Exchange Commission on February 9, 2024

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

First Trust Specialty Finance and Financial Opportunities Fund

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

 

 

 

First Trust Specialty Finance and Financial Opportunities Fund

February 9, 2024

Dear Shareholder:

 

I am contacting you to remind you to vote FOR the proposed reorganization of First Trust Specialty Finance and Financial Opportunities Fund (FGB) (the “Fund”) with and into abrdn Total Dynamic Dividend Fund (“AOD”) (the “Reorganization”) which will be considered at the Fund’s special meeting of shareholders, scheduled for February 20, 2024.

INSTITUTIONAL SHAREHOLDER SERVICES (“ISS”), THE LEADING INDEPENDENT PROXY ADVISORY FIRM, HAS RECOMMENDED THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE REORGANIZATION ON THE FUND’S WHITE PROXY CARD.

The Fund believes there are many potential benefits of the Fund’s tax-free Reorganization into AOD, including:

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Lower Expense Ratio: AOD has a lower net total annual operating expense than your Fund.

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Improved Trading: Shares of AOD have historically traded at meaningfully higher volumes at tighter bid-ask spread percentages than those of your Fund.

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Better Performance: AOD has outperformed your Fund on both a market value and net asset value basis for the 5-year period ending December 31, 2023. Please refer to the Joint Proxy Statement/Prospectus for the full presentation of performance of AOD and the Fund.

The Board of Trustees of the Fund (the “Board”) has unanimously recommended that shareholders vote FOR the approval of the Reorganization.
To vote FOR the Reorganization, use the WHITE proxy card enclosed.

Vote the WHITE proxy card. Voting the WHITE proxy card will help your Fund obtain the needed approval to consummate the Reorganization.

Discard the GOLD proxy card. Saba Capital Management L.P. (“Saba”) is conducting a self-interested counter-solicitation and is trying to derail the Reorganization.

 

 

Saba is an activist hedge fund investor using the Reorganization solely for its own economic interests. Saba was not a shareholder of record prior to the announcement of the Reorganization, and cannot vote any of its after-the-fact acquired shares. Saba is trying to derail the Reorganization to advance its own agenda at the expense of shareholders at-large. The Board urges you NOT to sign any proxy cards sent to you by Saba. If you already signed a gold proxy card, you have the right as a shareholder of the Fund to change your vote before the meeting takes place. You can do this by completing the WHITE proxy card sent to you by your Fund, which will replace the gold proxy card you previously completed.

 

Do not let Saba hijack the Reorganization to advance its own self-interested agenda. Vote FOR the Reorganization on the WHITE proxy card by following the instructions contained therein. Regardless of the number of shares you own, it is important that your shares be represented at the meeting by voting your proxy. The Board believes the Reorganization is in the overall best interests of the Fund’s shareholders and unanimously recommends that you vote your shares “FOR” the approval of the Reorganization by voting your WHITE proxy card.

 

If you have any questions, please contact the Fund’s proxy solicitor, EQ Fund Solutions LLC, at [phone] weekdays from 9:00 a.m. to 10:00 p.m. Eastern Time.

 

Thank you for your continued support.

Sincerely,

First Trust Specialty Finance and Financial Opportunities Fund

_/s/ James A. Bowen                             

James A. Bowen

Chairman of the Board

 

 

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