DEFA14A 1 fp0031546_defa14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

 

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Filed by a Party other than the Registrant [  ]

 

Check the appropriate box:
[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ] Definitive Proxy Statement
[X] Definitive Additional Materials
[  ] Soliciting Material under §240.14a-12

 

ALPINE TOTAL DYNAMIC DIVIDEND FUND
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
     
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  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
  (4) Proposed maximum aggregate value of transaction:
     
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[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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- 2

 

On February 28, 2018, representatives of Alpine Total Dynamic Dividend Fund (the “Fund”) provided a presentation to representatives of Institutional Shareholder Services Inc. regarding the Fund. A copy of this presentation is filed herewith as Exhibit I.

 

*        *        *        *        *

 

ADDITIONAL INFORMATION:

 

The Fund has filed its definitive proxy statement for the Special Meeting of Shareholders, to be held on March 14, 2018, together with its WHITE proxy card, with the U.S. Securities and Exchange Commission. Shareholders can obtain free additional copies of the notice of the Special Meeting and proxy statement, including the WHITE proxy card, and other documents by calling AST, the Fund’s proxy solicitor, at 1-800-331-7543.

 

 

 

 

 

 

Reasons for the Transaction

 

The Alpine Total Dynamic Divided fund (the “Fund”) has outperformed its benchmark since we restructured portfolio management in 2012. Over the last 5 years the Fund has paid out $373 million in distributions to shareholders.

Please see the AOD Discount Data on Slide 7 indicating the improving trends on the Fund’s discount levels

From inception (1/27/2007) the Fund has generated $210 million in fees and expenses. Of this number $35 million were Fund expenses, $35 million in underwriting fees with a net fee of $140 million paid to Adviser. The numbers do not reflect Adviser overhead expenses including personnel and infrastructure costs
Alpine Transaction — The Board’s Focus: How to Generate Investment Flow
The Board of Trustees of the Fund unanimously approved the proposed transaction with Alpine, including all of the independent trustees
Beginning 4 years ago Alpine hired consultants to review OEF and CEF opportunities and growth opportunities in today’s market
Met with distributors and asset managers on varying models we could implement by either partnering or in strategic transactions
Management and the Board undertook a thoughtful and expansive process, with management reporting quarterly to the Board on findings and analysis
Engaged the street and industry experts in dialogue in order to make best decision in the interest of shareholders
We are not exiting investment management, only the mutual fund space where scale is essential to be competitive
Hired UBS as financial advisor to assist in strategic solution for firm — multiple firms participated resulting in Aberdeen Standard Investments (‘ASI’) as the best partner

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need2 

 

 

Why Aberdeen Standard Investments?

 

Focused on Closed End Funds with 42 CEFs worldwide and $20bn AUM. Of which 14 Closed End Funds and $4.8bn are U.S. listed
Committed to U.S. CEF market since 2000
Dedicated CEF marketing and relationship management personnel
Reduction in TERs forecast for all 3 CEFs due to economies of scale, this would no longer be the case if a material tender was offered
CEFs are a key focus even at highest levels of the organization — group CEO Martin Gilbert attends most quarterly U.S. CEF Board meetings in-person. ASI was originally born out of UK CEF
The current investment policies and strategies of the Fund are not expected to change if ASI is appointed as investment adviser, providing continuity of strategy for the Fund
ASI brings significant additional global equity income and global REIT investment management resources of benefit to all shareholders with a proven track record of successfully managing U.S. and UK CEF’s mandate and their structure such as Murray International, which has historically traded at a premium to NAV for many years. In addition, it is expected that there will be portfolio management continuity as existing portfolio management resources are integrated with ASI’s expertise
Shareholder friendly and good governance such as (1) first US CEFs to repay AMPS (2) offer up/down voting on Board members (3) currently consolidating 8 Emerging market funds into 1 with a shareholder tender of between 40–50% (4) committed to never doing a discounted rights offering to NAV

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need3 

 

 

Why Not Saba? They are Not Aligned with Shareholders

 

Self-serving agenda with no meaningful proposal for shareholders
Saba’s arguments are flawed as we believe their information is factually incorrect with respect to fees and performance
We believe Hedge Funds like Saba are not aligned with shareholders and they are not concerned with stock portfolio growth — increasing the Fund’s net asset value (NAV) — because they are focused solely on shrinking of the discount (or spread) between market price and NAV
We believe Saba profits primarily when the discount narrows. Whereas most shareholders make money when NAV growth leads to market price moving higher
This is why Saba’s stated objective of derailing the vote is to force a purchase of shares at NAV, giving them “an opportunity to realize immediate gains,” even though this could hurt long-term shareholders, by impacting expense ratios
Saba is a short-term investor… the bulk of Saba’s shares were just purchased during 2017, so their view is not long term

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need4 

 

 

Morningstar Performance Data

  

    ONE YEAR THREE YEARS FIVE YEARS TEN YEARS SINCE INCEPTION
    2/1/2017 2/1/2015 2/1/2013 2/1/2008 1/26/2007
    1/31/2018 1/31/2018 1/31/2018 1/31/2018 1/31/2018
Group/Investment Ticker Return Peer group percentile Return Peer group percentile Return Peer group percentile Return Peer group percentile Return Peer group percentile
                       
AOD Category CY 2017                      
Peer Group Median   25.65   9.07   8.61*   4.98   4.66  
Alpine Global Dynamic Dividend AGD 26.74 34 11.78 20 11.30 20 1.46 85 0.90 89
Alpine Total Dynamic Dividend AOD 25.91 53 11.97 40 11.70* 27 1.70 92 1.10 85
BlackRock Enhanced Glbl Div Trust BOE 16.01 67 7.60 73 6.91 73 4.02 57 4.48 56
Calamos Global Total Return CGO 28.81 20 11.57 27 8.83 47 6.93 15 7.33 12
Clough Global Equity GLQ 33.11 7 8.40 67 8.39 53 5.26 29 5.24 34
Cohen & Steers Glb Inc Builder INB 17.29 60 7.42 80 7.96 67 4.98 43    
EV Tax Adv Global Dividend Inc ETG 26.73 40 11.33 34 11.84 7 5.07 36 4.84 45
JH Hedged Equity & Income Fund HEQ 15.19 80 9.10 47 8.27 60        
JH Tax Advantaged Global Shareholder Yld HTY 14.22 86 5.10 93 6.01 86 4.98 50    
Lazard Glb Total Return & Income LGI 36.46 1 13.03 7 9.37 40 5.75 22 5.63 23
Lazard World Dividend & Income LOR 26.23 47 5.78 86 4.43 93 3.85 64 3.62 67
Nuveen Tax-Adv Div Growth JTD 28.43 27 11.86 14 11.38 14 8.53 8    
PIMCO Global StocksPLUS & Income PGP 30.29 14 17.40 1 13.77 1 13.89 1 12.24 1
Virtus Total Return Fund Inc. ZF 13.90 93 9.04 53 10.32 34 2.24 78 -2.78 100
Voya Global Equity Dividend&Premium Opp IGD 15.85 73 8.71 60 6.87 80 3.78 71 3.40 78
Wells Fargo Global Dividend Opportunity EOD 12.35 100 0.64 100 3.95 100 0.83 100    
Benchmark 1: S&P 500 TR USD 26.41   14.66   15.91   9.78   8.71  
                       
Number of investments ranked   16   16   16   15   10

 

*Strong performance over 5 year period against peer group

 

SOURCE: MORNINGSTAR DIRECT

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need5 

 

 

Quarterly Performance Data

Performance over past 5 years periods has been strong

(Data as of 12/31/17)

 

BarChart.png

 

Source: State Street

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need6 

 

 

AOD Discount Data

 

NAV Spreads.png

 

Source: Bloomberg. Data as of 2/27/18

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need7 

 

 

Aberdeen CEF Lineup Discounts

 

Aberdeen Standard Investments US Listed CEFs      

Ticker Name NAV Ticker AUM ($mm) NAV Discount
IAF ABERDEEN AUSTRALIA EQUITY FD XIAFX 148 -1.3%
FCO ABERDEEN GLOBAL INCOME FUND XFCOX 81 -4.6%
ACP ABERDEEN INCOME CREDIT STRAT XACPX 199 -7.5%
FEO FIRST TRUST ABERDEEN EMG OPP XFEOX 95 -8.2%
GRR ASIA TIGERS FUND INC XGRRX 51 -8.3%
IF ABERDEEN INDONESIA FUND INC XXIFX 82 -8.3%
CH ABERDEEN CHILE FUND INC XXCHX 97 -8.6%
LAQ ABERDEEN LATIN AMERICAN EQTY XLAQX 240 -8.6%
SGF ABERDEEN SINGAPORE FUND INC XSGFX 109 -8.7%
GCH ABERDEEN GREATER CHINA FUND XGCHX 131 -8.8%
ABE ABERDEEN EMERGING MARKETS SM XABEX 161 -9.0%
ISL ABERDEEN ISRAEL FUND INC XISLX 91 -9.5%
FAX ABERDEEN ASIA-PAC INCOME FD XFAPX 1,383 -10.8%
IFN INDIA FUND INC XIFNX 857 -11.7%
FAM FIRST TRUST ABERDEEN GLOBAL XFAMX 169 -11.8%
JEQ ABERDEEN JAPAN EQUITY FUND I XJEQX 143 -11.9%
         
Totals, Averages     4,036 -8.6%

 

Ticker Name NAV Ticker AUM ($mm) NAV Discount
MYI LN MURRAY INTERNATIONAL TR-O N/A 2,099 5.6%
AOD ALPINE TOTAL DYNAMIC DIVIDEN XAODX 1,116 -8.1%

 

Source: Bloomberg. NAVs as of 2/26/18

 

www.AlpineFunds.com   Alpine Funds—Aligning capability with need8