Form DEFA14A Macquarie ETF Trust

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. __)

Filed by the Registrant ☒

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
☒	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

MACQUARIE ETF TRUST

(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):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

SPECIMEN

 

 

 

 

Be the vote that counts

 

 

As an investor in this security, you have the right to vote on important matters. This is your opportunity to make a direct impact on your investment. Your vote counts!

 

 

 

MACQUARIE ETFS

September 10, 2025 Special Meeting

Vote Shares by September 9, 2025

 

 

Learn Before You Vote 

Proxy Statement →

 

Ways to Vote

 

ProxyVote	‍800.454.8683‍	Attend the Meeting

 

Important Information For holders as of July 3, 2025
Account Number:   3456789012345678901 Control Number:     0123456789012345	CUSIP: 555927201

 

FUND PROXY FACT SHEET FOR:

		MACQUARIE ETFS
JOINT SPECIAL MEETING IMPORTANT DATES			JOINT SPECIAL MEETING LOCATION
Record Date	JULY 3, 2025		MEETING TO BE HELD   VIA   LIVE WEBSTREAM   see page 4
Mail Date	JULY 11, 2025
Meeting Date	SEPTEMBER 10, 2025 @ 12:00 PM (EASTERN TIME)
ADDITIONAL INFORMATION			CONTACT INFORMATION
Tickers	SEE PAGE 5		Inbound Line	1-800-431-9645
CUSIPs	SEE PAGE 5		Website	https://etf.macquarie.com/

 

What are Shareholders being asked to vote on?

 

1.

To approve a new investment advisory agreement for each Fund.

BOARD OF TRUSTEES RECOMMENDATION – “FOR”

 

What are shareholders being asked to approve?

 

Shareholders are being asked to approve a new investment advisory agreement (“New Investment Advisory Agreement”) for the Fund(s).

 

The proposal will not result in changes to any Fund’s contractual management fee rate or investment objective, strategy, risks or restrictions and Delaware Management Company (“DMC”) will continue to serve as the Fund’s investment adviser.

 

What is happening?

 

On April 21, 2025, Nomura Holding America Inc. (together with its parent company, Nomura Holdings, Inc. (“Nomura”) and Macquarie Group Limited (“Macquarie”) announced that they had entered into a definitive stock purchase agreement (the “Purchase Agreement”) pursuant to which Nomura agreed to acquire the equity interests of Macquarie’s US and European public investments business, which includes DMC, the Funds’ investment adviser, for approximately $1.8 billion, subject to certain adjustments (the “Transaction”).

 

Why are shareholders being asked to approve the New Investment Advisory Agreement?

 

Upon the closing of the Transaction, each Fund’s Current Investment Advisory Agreement with DMC and its current investment sub-advisory agreement with its sub-adviser, as applicable, will automatically terminate in accordance with its terms and applicable regulations.

 

To preserve continuity of investment advisory services to your Fund, your Fund’s Board has recommended that you approve the proposed New Investment Advisory Agreement between your Fund(s) and DMC.

 

How will the Transaction affect shareholders?

 

Your investment in a Fund will not change as a result of the Transaction. You will still own the same Fund shares and the underlying value of those shares will not change as a result of the Transaction. DMC will continue to serve as investment adviser to the Funds.

 

Does the proposed New Investment Advisory Agreement with DMC differ from the Current Investment Advisory Agreement with DMC?

 

The proposed New Investment Advisory Agreement with DMC for the Funds is identical to the Funds’ Current Investment Advisory Agreement with DMC, except for its effective date and two-year initial term.

 

The services that the Funds will receive under the New Investment Advisory Agreement are expected to be the same as those provided under the Current Investment Advisory Agreement.

 

Will approval of the New Investment Advisory Agreement result in any change to a Fund’s investment objective or investment strategy?

 

The proposed New Investment Advisory Agreements will not result in any changes to any Fund’s investment objective(s) or investment strategy because of the Transaction.

 

Will the contractual management fee rates increase for my Fund(s)?

 

No. The advisory fee schedule under each proposed New Investment Advisory Agreement with DMC is the same as the advisory fee schedule under each Current Investment Advisory Agreement with DMC.

 

Will consummation of the Transaction result in a name change?

 

If the Transaction is consummated, Macquarie ETF Trust will be renamed Nomura ETF Trust and the name of your Fund(s) will change. The reference to “Macquarie” in your Fund name will be replaced with “Nomura”.

 

Who is Nomura?

 

Nomura is a global financial services group with an integrated global network. By connecting markets East and West, Nomura services the needs of individuals, institutions, corporations and governments through four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking) and Banking.

 

Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. Nomura established its first US office in New York in 1927.

 

When is the Transaction expected to close?

 

The Transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of certain other conditions, the Transaction is expected to close (the “Closing”) on or about October 31, 2025.

 

Will the Transaction be completed if the Proposal is not approved?

 

Provided all other conditions of the Transaction are met, the Closing may take place even if shareholders of a Fund do not approve the Proposal. If this should happen, the Board of such Fund would consider what additional actions to take, which could include continuing to solicit approval of the Proposal.

 

In addition, the Board of each Fund approved interim investment advisory agreements to permit continuity of management while solicitation continues. The terms of the interim investment advisory agreements are identical to those of the corresponding current investment advisory agreements except for their date, duration and escrow provisions required by applicable law.

 

Will the Proposal be implemented if the Transaction is not consummated?

 

No. If the Transaction is not consummated, the Proposal will not be implemented, even if the Proposal is approved by Fund shareholders. This means that if the Transaction is not consummated, the New Investment Advisory Agreement will not take effect for any Fund.

 

Is my Fund paying for the Transaction or the proxy solicitation?

 

No. The Funds will not bear any portion of the costs associated with the Transaction. All costs associated with the Joint Proxy Statement and the special shareholder meeting, including any such costs, fees and expenses in connection with the preparation, filing, printing and mailing of notices, proxy solicitation materials and other communication (including the costs, fees and expenses of any proxy solicitors) will be borne by Macquarie and Nomura.

 

PHONE:	To cast your vote by telephone with a proxy specialist, call the toll-free number found on your proxy card.  Representatives are available to take your voting instructions Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
MAIL:	To vote your proxy by mail, check the appropriate voting box on the proxy card, sign and date the card and return it in the enclosed postage-paid envelope.
TOUCH-TONE:	To cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on your proxy card.
INTERNET:	To vote via the Internet, go to the website on your proxy card and enter the control number found on the proxy card.

 

INFORMATION ABOUT PARTICIPATING IN THE MEETING

 

The Meeting will be conducted exclusively via live webstream. Any shareholder wishing to participate in the Meeting virtually can do so.

 

registered

 

·

If you were a record holder of Fund shares as of the Record Date, please send an email to the proxy solicitor, EQ Fund Solutions (“EQ”), at [email protected] no later than 1:00 p.m. (Eastern Time) on September 9, 2025 to register.

 

o

Please include the Fund’s name in the subject line and provide your name and address in the body of the email.

 

o

EQ will then email you the credentials to the live webstream and instructions for voting during the Meeting.

 

beneficial

 

·

If you held your Fund shares through an intermediary, such as a broker-dealer, as of the Record Date, and you want to participate in the Meeting, please email EQ at [email protected] no later than 1:00 p.m. (Eastern Time) on September 9, 2025 to register.

 

o

Please include the Fund’s name in the subject line and provide your name, address and proof of ownership as of the Record Date from your intermediary.

 

o

Please be aware that if you wish to vote at the Meeting, you must first obtain a legal proxy from your intermediary reflecting the Fund’s name, the number of Fund shares you held and your name and email address.

 

o

You may forward an email from your intermediary containing the legal proxy or email an image of the legal proxy to EQ at [email protected] and put “Legal Proxy” in the subject line.

 

o

EQ will then provide you with the credentials for the live webstream and instructions for voting during the Meeting. The live webstream credentials will only be active for the date and time of the Meeting.

 

Proxy Materials Are Available Online At:  

https://vote.proxyonline.com/macquarie/docs/etf2025.pdf

 

EQ Fund Solutions is identified in the Joint Proxy Statement as the proxy solicitor for the Funds.

 

TRUST	FUND NAME	TICKER	CUSIP
Macquarie ETF Trust	Macquarie Energy Transition ETF	PWER	555927201
Macquarie ETF Trust	Macquarie Focused Emerging Markets Equity ETF	EMEQ	555927508
Macquarie ETF Trust	Macquarie Focused International Core ETF	EXUS	555927607
Macquarie ETF Trust	Macquarie Focused Large Growth ETF	LRGG	555927409
Macquarie ETF Trust	Macquarie Global Listed Infrastructure ETF	BILD	555927102
Macquarie ETF Trust	Macquarie National High-Yield Municipal Bond ETF	HTAX	555927870
Macquarie ETF Trust	Macquarie Tax-Free USA Short Term ETF	STAX	555927300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Macquarie ETF Trust 

Level 1 Answering Machine Message

 

Hello.

 

I am calling regarding your investment with Macquarie ETFs.

 

The Joint Special Meeting of Shareholders is scheduled to take place on September 10, 2025. All shareholders are being asked to consider and vote on an important matter. As of today, your vote has not been registered.

 

Please contact us as soon as possible at 1-800-431-9645 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.

 

Your vote is very important. Thank you and have a good day.

 

 

Macquarie ETFs Level I Call Guide (CONFIRM RECEIPT OF PROXY MATERIALS)

 

Good (morning, afternoon, evening). My name is (AGENT’S FULL NAME).

May I please speak with (SHAREHOLDER’S FULL NAME)?

(Re-Greet If Necessary)

 

I am calling on a recorded line regarding your current investment with the Macquarie ETFs. I wanted to confirm that you have received the proxy materials for the Joint Special Meeting of Shareholders scheduled to take place on September 10, 2025.

 

Have you received the information?

(Pause for response)

 

 

Would you like to vote along with the Board’s recommendation?

(Pause For Response)

(Review Voting Options with Shareholder If Necessary)

 

If we identify any additional accounts you own with the Macquarie ETFs, Macquarie Funds, and/or Optimum Funds before those meetings take place, would you like to vote those accounts in the same manner as well?

(Pause For Response)

 

*Confirmation – I am recording your (Recap Voting Instructions). Today (Today’s Date & Time).

 

For confirmation purposes:

 

·

Please state your full name. (Pause)

·

According to our records, you reside in (city, state, zip code). (Pause)

·

To ensure that we have the correct address for the written confirmation, please state your street address. (Pause)

 

Thank you. You will receive written confirmation of your vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions, please call the toll-free number listed on the confirmation. [NAME OF SHAREHOLDER] ___________, your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)

 

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