910
Officers |
Jeremy O. May 1970 | Treasurer | Officer since79: GLV: 2004 GLQ: 2005 GLO: 2006 | Mr. May joined ALPS in 1995 and is currently President of ALPS and ALPS Distributors, Inc., and Executive Vice President and Director of ALPS Advisors, Inc. and ALPS Holdings, Inc. Mr. May is also Director of ALPS Portfolio Solutions Distributor, Inc. Mr. May is deemed to be an affiliate of theeach Fund as defined under the 1940 Act. Mr. May is also President, Chairman and Trustee of the ALPS Series Trust and Elevation ETF Trust. Mr. May is also President, Chairman and Trustee of the Reaves Utility Income Fund. Mr. May is currently on the Board of Directors of the University of Colorado Foundation. | N/A | N/A |
Erin D. Nelson, Esq.Abigail J. Murray
19771975
| Secretary | Officer since79: 2005GLV: 2015
GLQ: 2015 GLO: 2015 | Ms. Nelson is Vice-President and Deputy Chief Compliance Officer of ALPS Advisors, Inc. and has served in that position since January 1, 2015. Prior to that, Ms. Nelson was Vice-President and Assistant General Counsel of ALPS Fund Services, Inc. Ms. NelsonMurray joined ALPS in January, 2003. April 2015. She is currently Vice President and Senior Counsel of ALPS. Prior to joining ALPS, Ms. NelsonMurray was an Attorney and Managing Member at Murray & Rouvina PLC from 2014 to 2015 and an Associate with Vedder Price P.C. from 2007 to 2014. Ms. Murray is also the Secretary of ALPS ETF Trust, Clough Funds Trust, RiverNorth Opportunities Fund, Inc. and The Caldwell & Orkin Funds, Inc. and Assistant Secretary of Elevation ETF Trust, Ms. Murray is deemed to be an affiliate of theeach Fund as defined under the 1940 Act. | N/A | N/A |
Theodore J. UhlMelanie Zimdars
19741976
| Chief Compliance Officer | Officer since79: 2010GLV: 2016
GLQ: 2016 GLO: 2016 | Mr. Uhl joined ALPS in October 2006, and isMs. Zimdars currently Vice President andserves as a Deputy Chief Compliance Officer ofwith ALPS. Prior to his current role, Mr. Uhljoining ALPS in September 2009, Ms. Zimdars served as Senior Risk ManagerPrincipal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. Because of her position with ALPS, from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served as Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Mr. UhlMs. Zimdars is deemed to be an affiliate of the Fund as defined under the 1940 Act. Mr. Uhl is currently Chief Compliance Officer of Centre Funds, Financial Investors Trust Reality Shares Trust and Transparent Value Trust. | N/A | N/A |
Jill Kerschen
1975
| Assistant Treasurer | Officer since7: 2013
| Ms. Kerschen joined ALPS in July 2013 and is currently a Fund Controller at ALPS. Ms. Kerschen is deemed to be an affiliate of the Fund as defined under the 1940 Act. Ms. KerschenZimdars is also servesthe CCO of Broadview Funds Trust, Elkhorn ETF Trust, Clough Funds Trust and Caldwell & Orkin Funds, Inc. | N/A | N/A |
Alan Gattis 1980 | Assistant Treasurer | Officer since9: GLV: 2016 GLQ: 2016 GLO: 2016 | Mr. Gattis joined ALPS in 2011, and is currently Vice President and Fund Controller. Prior to ALPS Mr. Gattis served as Treasurer of Reaves Utility Income FundAudit Manager, Spicer Jeffries LLP, from 2009 through 2011 and Auditor, PricewaterhouseCoopers LLP, from 2004 through 2009. Mr. Gattis also Serves as Assistant Treasurer of the WestcoreClough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, Griffin Institutional Access Real Estate Fund, Stadion Funds, and the Macquarie Global Infrastructure Total Return Fund.Centaur Mutual Funds Trust. | N/A | N/A |
Jennifer A. Craig | Assistant Secretary | Officer since9: GLV: 2016 GLQ: 2016 GLO: 2016 | Ms. Craig joined ALPS in 2007 and is currently Assistant Vice President and Legal Manager of ALPS. Prior to joining ALPS, Ms. KerschenCraig was SeniorLegal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Ms. Craig is also Assistant Secretary of ALPS ETF Trust, Financial & Tax Reporting at Great-West Financial from 2007 to 2013.Investors Trust, ALPS Series Trust and Clough Funds Trust. | N/A | N/A |
1 | Address: 1290 Broadway, Suite 1100, Denver, Colorado 80203, unless otherwise noted. |
2 | GLV commenced operations on July 28, 2004. |
3 | GLQ commenced operations on April 27, 2005. |
34 | GLO commenced operations on April 25, 2006. |
5 | The Fund Complex for all Trustees, except Mr. Rutledge, Mr. Canty and Mr. Burke, consists of the Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund. The Fund Complex for Mr. Rutledge and Mr. Burke consists of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund and the Clough China Fund, a series of the Financial Investors Trust. The Fund Complex for Mr. Burke consists of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, the Clough China Fund, a series of the Financial Investors Trust, and Clough Global Long-Short Fund, a series of Clough Funds Trust. The Fund Complex for Mr. Canty consists of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund and Clough Global Long-Short Fund, a series of Clough Funds Trust. |
46 | “Interested Trustees” refers to those Trustees who constitute “interested persons” of thea Fund as defined in the 1940 Act. |
57 | Mr. Burke is considered to be an “Interested Trustee” because he is President of theeach Fund. |
68 | Mr. Canty is considered to be an “Interested Trustee” because of his affiliation with Clough, which acts as theeach Fund’s investment adviser. |
79 | Officers are elected annually and each officer will hold such office until a successor has been elected by the Board. |
Beneficial Ownership Ofof GLV Common Shares, GLQ Common Shares and GLO Common Shares Held Inin the Fund And In All Funds In The Family Of Investment Companies For Each Trustee And Complex by each Trustee/Nominee For Election As Trustee
Set forth in the table below is the dollar range of equity securities held in theeach Fund and on an aggregate basis for all Funds overseen in a familythe entire Family of investment companiesInvestment Companies overseen by each Trustee.
Name of Trustee/Nominee
| Clough Global
Equity Fund2
| Aggregate Dollar Range of
Equity Securities Held in
All Funds in the Family of
Investment Companies3 |
Edmund J. Burke | None | None |
Robert L. Butler | $10,001-$50,000 | $50,001-$100,000 |
James E. Canty | Over $100,000 | Over $100,000 |
Adam D. Crescenzi | None | $1-10,000 |
John F. Mee | None | None |
Richard C. Rantzow | $1-$10,000 | $50,001-$100,000 |
Jerry G. Rutledge | Over $100,000 | Over $100,000 |
Vincent W. Versaci | $50,001-$100,000 | $50,001-$100,000 |
Independent Trustee/Nominee | Dollar Range1 of Equity Securities Held in GLV: | Dollar Range1 of Equity Securities Held in GLQ: | Dollar Range1 of Equity Securities Held in GLO: | Aggregate Dollar Range of Equity Securities Held in the Family of Investment Companies |
Robert L. Butler | $10,001-$50,000 | $10,001-$50,000 | $10,001-$50,000 | $50,001-$100,000 |
Adam D. Crescenzi | $0 | $0 | $1-$10,000 | $1-$10,000 |
John F. Mee | $0 | $0 | $0 | $0 |
Richard C. Rantzow | $10,001-$50,000 | $1-$10,000 | $0 | $10,001-$50,000 |
Jerry G. Rutledge | Over $100,000 | Over $100,000 | $50,001-$100,000 | Over $100,000 |
Vincent W. Versaci | $1-$10,000 | $1-$10,000 | $1-$10,000 | $10,001-$50,000 |
Interested Trustee/Nominee | | | | |
Edmund J. Burke | $0 | $0 | $0 | $0 |
James E. Canty | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 |
1(1) | This information has been furnished by each Trustee and nominee for election as Trustee as of March 31, 2015.2016. “Beneficial Ownership” is determined in accordance with Section 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”“1934 Act”). |
2(2) | Ownership amount constitutes less than 1% of the total Common Sharesshares outstanding. |
3(3) | The Funds in the family of investment companies for all Trustees, consists of the Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund. |
Independent Trustee Transactions with Fund Affiliates
As of March 31, 2015,2016, none of the independent trustees, meaning those Trustees who are not “interested persons” as such term is defined byin Section 2(a)(19) of the 1940 Act and are independent under the NYSE MKT LLC’s (“NYSE MKT”MKT”) listing standardsListing Standards (each an “Independent Trustee”“Independent Trustee” and collectively the “Independent Trustees”“Independent Trustees”), nor members of their immediate families owned securities, beneficially or of record, in Clough Capital L.P. (the “Adviser” or “Clough”), or an affiliate or person directly or indirectly controlling, controlled by, or under common control with Clough.the Adviser, other than investments in the Funds and investments in affiliated investment vehicles that, pursuant to guidance from the SEC Staff, do not affect such Trustee’s independence. Furthermore, over the past five years, neither the Independent Trustees nor members of their immediate families have had any direct or indirect interest, the value of which exceeds $120,000, in Cloughthe Adviser or any of its affiliates. In addition, since the beginning of the last two fiscal years, neither the Independent Trustees nor members of their immediate families have conducted any transactions (or series of transactions) or maintained any direct or indirect relationship in which the amount involved exceeds $120,000 and to which Cloughthe Adviser or any affiliate of Cloughthe Adviser was a party.
Trustee Compensation
The following table sets forth certain information regarding the compensation of the Fund’sFunds’ Trustees for the twelve-monthsfiscal year ended October 31, 2014.2015. Trustees and Officers of the FundFunds who are employed by ALPS or Clough receive no compensation or expense reimbursement from the Fund.Funds.
| Aggregate Compensation Paid From | Total Compensation From the Fund and Fund Complex Paid to Trustees** |
Name of Trustee/Nominee | Clough Global Equity Fund* |
Edmund J. Burke | None | None |
Robert L. Butler | $24,000 | $72,000 |
James E. Canty | None | None |
Adam D. Crescenzi | $20,000 | $60,000 |
John F. Mee | $20,000 | $60,000 |
Richard C. Rantzow | $22,000 | $66,000 |
Jerry G. Rutledge | $20,000 | $102,000 |
Vincent W. Versaci | $20,000 | $60,000 |
Total | $126,000 | $420,000 |
Compensation Table for the Fiscal Year Ended October 31, 2015.
* | Represents the total compensation paid to such persons by the Fund during the twelve months ended October 31, 2014. |
Name of Trustee/ Nominee | Clough Global Allocation Fund | Clough Global Equity Fund | Clough Global Opportunities Fund | Total Compensation Paid From the Fund Complex1 |
Robert L. Butler | $28,600 | $32,200 | $28,600 | $89,400 |
Adam D. Crescenzi | $23,833 | $26,833 | $23,833 | $74,500 |
John F. Mee | $23,833 | $26,833 | $23,833 | $74,500 |
Richard C. Rantzow | $26,217 | $29,517 | $26,217 | $81,950 |
Jerry G. Rutledge | $23,833 | $26,833 | $23,833 | $75,059 |
Vincent W. Versaci | $23,833 | $26,833 | $23,833 | $74,500 |
**(1) | Represents the total compensation paid to such persons by the Fund Complex during the twelve months ended by October 31, 2014. The Fund Complex for all Trustees, except Mr. Rutledge, Mr. Canty and Mr. Burke, consists of the Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund. The Fund Complex for Mr. Rutledge and Mr. Burke consists of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund and the Clough China Fund, a series of the Financial Investors Trust. The total compensation paid toFund Complex for Mr. Rutledge includesBurke consists of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, the compensation he receives asClough China Fund, a trusteeseries of the Financial Investors Trust, and Clough Global Long-Short Fund, a series of Clough Funds Trust. Mr. Burke andThe Fund Complex for Mr. Canty do not receive compensation from theconsists of Clough Global Allocation Fund, Complex as each is an “Interested Trustee.”Clough Global Equity Fund, Clough Global Opportunities Fund and Clough Global Long-Short Fund, a series of Clough Funds Trust. |
TheEach Fund pays compensation to the Chairman of the Board (the “Chairman”“Chairman”) and each Independent Trustee who is not affiliated with ALPS or Clough or their affiliates. The Independent Trustees receive from each Fund an annual retainer of $14,000 per year plus $1,500 per Board meeting attended. The Chairman receives from theeach Fund an annual retainer of $16,800 per year plus $1,800 per Board meeting attended in person and by telephone.attended. The Audit Committee Chairman receives from theeach Fund an annual retainer of $15,400 per year plus $1,650 per Board meeting attended. Effective November 1, 2015, the Independent Trustees determined to change the additional per-meeting fees for each telephonic Board meeting attended in personto the following: (i) $500 for each Independent Trustee; (ii) $600 for the Chairman; and by telephone.(iii) $550 for the Chairman of the Audit Committee. The Independent Trustees will continue to not receive from the Fund an annual retainer of $14,000 per year plus $1,500 per meeting attended in person and by telephone. The per meetingany additional fees paid to the Chairman, Audit Committee Chairman and the Independent Trustees are for each regularly scheduled Board meeting for the Fund and any special meeting of the Board convened to address the Fund’s more immediate businessin-person or regulatory needs.telephonic committee meetings. The Chairman, Audit Committee Chairman and each Independent Trustee’s actual out-of-pocket expenses relating to their attendance at such meetings are also paid for by the Fund.Funds.
During the fiscal year ended MarchOctober 31, 2014,2015, the Board of the FundGLV and GLO met four times. In September 2014, the Fund changed its fiscal year end to October 31. During the period April 1, 2014 to October 31, 2014,seven times and the Board of the FundGLQ met twonine times. Each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any Committee of which he is a member.
Leadership Structure of the Board of Trustees
The Board, which has overall responsibility for the oversight of theeach Fund’s investment programs and business affairs, has appointed an Independent Trustee as Chairman of the Board whose role is to preside at all meetings of the Board. The Board has also appointed an Independent Trustee as Vice-Chairman of the Fund.Funds. The Chairman is involved, at his discretion, in the preparation of the agendas for the Board meetings. In between meetings of the Board, the Chairman may act as liaison between the Board and the Fund’sFunds’ officers, attorneys and various other service providers, including but not limited to, the Fund’sFunds’ investment adviser, administrator and other such third parties servicing the Fund.Funds. The Chairman may also perform other functions as may be delegated by the Board from time to time. The Board believes that the use of an Independent Trustee as Chairman is the appropriate leadership structure for mitigating potential conflicts of interest associated with appointing an Interested Trustee as chairman and facilitates the ability to maintain a robust culture of compliance.compliance. The Board has three standing committees, each of which enhances the leadership structure of the Board: the Audit Committee; the Nominating Committee; and the Executive Committee. The Audit Committee and Nominating Committee are each chaired by, and composed of, members who are Independent Trustees. The Executive Committee consists of two Interested Trustees and one Independent Trustee.
Oversight of Risk Management
TheEach Fund is confronted with a multitude of risks such as investment risk, counter party risk, valuation risk, political risk, risk of operational failures, business continuity risk, regulatory risk, legal risk and other risks not listed here. The Board recognizes that not all risks that may affect the FundFunds can be known, eliminated or mitigated. In addition, there are some risks that may not be cost effective or an efficient use of theeach Fund’s limited resources to moderate. As a result of these realities, the Board, through its oversight and leadership, has and will continue to deem it necessary for shareholders of theeach Fund to bear certain and undeniable risks, such as investment risk, in order for theeach Fund to operate in accordance with its prospectus, statement of additional information and other related documents.
However, as required under the 1940 Act, the Board has adopted on the Fund’sFunds’ behalf a vigorous risk program that mandates the Fund’sFunds’ various service providers, including the investment adviser, to adopt a variety of processes, procedures and controls to identify various risks, mitigate the likelihood of such adverse events from occurring and/or attempt to limit the effects of such adverse events on thea Fund. The Board fulfills its leadership role by receiving a variety of quarterly written reports prepared by the Fund’sFunds’ Chief Compliance Officer (“CCO”) that: (i) evaluate the operation of the Fund’sFunds’ service providers; (ii) make known any material changes to the policies and procedures adopted by the FundFunds or itstheir service providers since the CCO’s last report and; (iii) disclose any material compliance matter that occurred since the date of the last CCO report. In addition, the Chairman and the Independent Trustees meet quarterly in executive sessions without the presence of any Interested Trustees, the investment adviser, the administrator, or any of their affiliates. This configuration permits the Chairman and the Independent Trustees to effectively receive the information and have private discussions necessary to perform its risk oversight role, exercise independent judgment, and allocate areas or responsibility between the full Board, its various committees and certain officers of the Fund.Funds. Furthermore the Independent Trustees have engaged independent legal counsel and auditors to assist the Independent Trustees in performing their responsibilities. As discussed above and in consideration of other factors not referenced herein, the function of the Board with respect to its leadership role concerning risk management is one of oversight and not active management or coordination of the Fund’sFunds’ day-to-day risk management activities.
The role of the Fund’sFunds’ Audit Committee is to assist the Board in its oversight of: (i) the quality and integrity of Fund’sFunds’ financial statements, reporting process and the independent registered public accounting firm (the “independent accountant”) and reviews thereof; (ii) the Fund’sFunds’ accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; (iii) the Fund’sFunds’ compliance with legal and regulatory requirements; and (iv) the independent accountant’s qualifications, independence and performance. The Audit Committee is also required to prepare an audit committee report pursuant to the rules of the SEC for inclusion in theeach Fund’s annual proxy statement. TheEach Audit Committee operates pursuant to an Audit Committee Charter (the “Charter”“Charter”) that was most recently reviewed and approved by the Audit Committee on December 3, 2014.23, 2015. The Charter is available at the Fund’sFunds’ website, www.cloughglobal.com. As set forth in the Charter, management is responsible for maintaining appropriate systems for accounting and internal control and the Fund’sFunds’ independent accountant is responsible for planning and carrying out proper audits and reviews. The independent accountant is ultimately accountable to theeach Fund’s Board and Audit Committee, as representatives of theeach Fund’s shareholders. The independent accountant for the FundFunds reports directly to the Audit Committee.
In performing its oversight function, at a meeting held on December 23, 2014,2015, the Audit Committee reviewed and discussed with management of the FundFunds and the independent accountant, Cohen Fund Audit Services, Ltd. (“Cohen”Cohen”), the audited financial statements of the FundFunds as of and for the fiscal year ended October 31, 2014,2015, and discussed the audit of such financial statements with the independent accountant.
In addition, the Audit Committee discussed with the independent accountant the accounting principles applied by the FundFunds and such other matters brought to the attention of the Audit Committee by the independent accountant required by the Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 16 Communications with Audit Committees. The Audit Committee also received from the independent accountant the written disclosures and letters required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and discussed the relationship between the independent accountant and the FundFunds and the impact that any such relationships might have on the objectivity and independence of the independent accountant.
As set forth above, and as more fully set forth in the Charter, the Audit Committee has significant duties and powers in its oversight role with respect to theeach Fund’s financial reporting procedures, internal control systems and the independent audit process.
The members of the Audit Committees are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the FundFunds for accounting, financial management or internal control purposes. Moreover, theeach Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent verification of the facts presented to it or representation made by management or the Fund’sFunds’ independent accountant. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of theeach Fund’s financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to above with management and the Fund’sFunds’ independent accountant, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, theeach Audit Committee recommends that theeach Fund’s audited financial statements, subject to the modifications discussed at the December 23, 20142015 Audit Committee meeting, be included in the Fund’sFunds’ Annual Report for the fiscal year ended October 31, 2014.2015.
SUBMITTED BY THE AUDIT COMMITTEE OF THEEACH FUND’S BOARD OF TRUSTEES
Richard C. Rantzow, Chairman
Robert L. Butler
Adam D. Crescenzi
John F. Mee
Jerry G. Rutledge
Vincent W. Versaci
December 23, 20142015
Audit Committee
TheEach Audit Committee met three times during the fiscal year ended March 31, 2014. In September 2014, the Fund changed its fiscal year end to October 31. During the period April 1, 2014 to October 31, 2014, the Audit Committee met two times. The2015. Each Audit Committee is composed of six Independent Trustees, namely Messrs. Butler, Crescenzi, Mee, Rantzow, Rutledge and Judge Versaci. None of the members of the Audit Committee are “interested persons” of the Fund.Funds.
Based on the findings of the Audit Committee, the Audit Committee has determined that Mr. Richard C. Rantzow is theeach Fund’s “audit committee financial expert,” as defined in the rules promulgated by the SEC, and as required by NYSE MKT listing standards. Mr. Rantzow serves as the Chairman of the Audit Committee for theeach Fund.
Nominating Committee
TheEach Fund’s Board has a Nominating Committee composed of six Independent Trustees as the term is defined by the NYSE MKT listing standards, namely Messrs. Butler, Crescenzi, Mee, Rantzow, Rutledge and Judge Versaci. None of the members of the Nominating Committee are “interested persons” of the Fund. TheFunds. Each Nominating Committee operates pursuant to a Nominating Committee Charter (the “Charter”) that was most recently reviewed and approved by the Nominating Committee on December 3, 2014.October 14, 2015. The Charter is available at the Fund’sFunds’ website, www.cloughglobal.com. The Nominating Committee met twothree times during the fiscal year ended March 31, 2014. In September 2014, the Fund changed its fiscal year end to October 31. During the period April 1, 2014 to October 31, 2014, the Nominating Committee did not meet.2015. The Nominating Committee is responsible for identifying and recommending to the Board individuals believed to be qualified to become Board members and officers of the Funds in the event that a position is vacated or created. Mr. Crescenzi serves as Chairman of the Nominating Committee of theeach Fund.
When such vacancies or creations occur, the Nominating Committee will consider Trustee candidates recommended by a variety of sources to include theeach Fund’s respective shareholders. The Nominating Committee has a diversity policy. In considering Trustee candidates, the Nominating Committee will take into consideration the interest of shareholders, the needs of the Board and the Trustee candidate’s qualifications, which include but are not limited to, the diversity of the individual’s professional experience, education, individual qualification or skills.
Shareholders may submit for the Committee’s consideration recommendations regarding potential independent Board member nominees. Each eligible shareholder or shareholder group may submit no more than one independent Board member nominee each calendar year.
In order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the nominee:
| (a) | The nominee must satisfy all qualifications provided under the Nominating Committee Charter and in the Fund’s organizational documents, including qualification as a possible independent Board member. |
| (b) | The nominee may not be the nominating shareholder, a member of the nominating shareholder group or a member of the immediate family of the nominating shareholder or any member of the nominating shareholder group. |
| (c) | Neither the nominee nor any member of the nominee’s immediate family may be currently employed or employed within the last year by any nominating shareholder entity or entity in a nominating shareholder group. |
| (d) | Neither the nominee nor any immediate family member of the nominee is permitted to have accepted directly or indirectly, during the year of the election for which the nominee’s name was submitted, during the immediately preceding calendar year, or during the year when the nominee’s name was submitted, any consulting, advisory, or other compensatory fee from the nominating shareholder or any member of a nominating shareholder group. |
| (e) | The nominee may not be an executive officer, Trustee (or person fulfilling similar functions) of the nominating shareholder or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such member of the nominating shareholder group. |
| (f) | The nominee may not control (as that term is defined under the 1940 Act) the nominating shareholder or any member of the nominating shareholder group (or, in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act). |
| (g) | A shareholder or shareholder group may not submit for consideration a nominee who has previously been considered by the Committee. |
In order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the shareholder or shareholder group submitting the proposed nominee:
| (a) | Any shareholder or shareholder group submitting a proposed nominee must beneficially own, either individually or in the aggregate, more than 5% of the Fund’s securities that are eligible to vote both at the time of submission of the nominee and at the time of the Board member election. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the meeting. The nominating shareholder or shareholder group must also bear the economic risk of the investment and the securities used for purposes of calculating the ownership cannot be held “short.” |
| (b) | The nominating shareholder or shareholder group must not qualify as an adverse holder. In other words, if such shareholder were required to report beneficial ownership of its securities, its report would be filed on Securities Exchange Act Schedule 13G instead of Schedule 13D in reliance on Securities Exchange Act Rule 13d-1(b) or (c). |
| (c) | Shareholders or shareholder groups submitting proposed nominees must substantiate compliance with the above requirements at the time of submitting their proposed nominee as part of their written submission to the attention of the Fund’s Secretary, which must include: (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Fund’s books, of the shareholder proposing such business or nomination, (iii) a representation that the shareholder is a holder of record of stock of the Fund entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposal or nomination; (iv) whether the shareholder plans to deliver or solicit proxies from other shareholders; (v) the class and number of shares of the capital stock of the Fund, which are beneficially owned by the shareholder and, if applicable, the proposed nominee to the Board of Trustees, (vi) any material interest of the shareholder or nominee in such business; (vii) to the extent to which such shareholder (including such shareholder’s principals) or the proposed nominee to the Board of Trustees has entered into any hedging transaction or other arrangement with the effect or intent of mitigating or otherwise managing profit, loss, or risk of changes in the value of the common stock or the daily quoted market price of the Fund held by such shareholder (including shareholder’s principals) or the proposed nominee, including independently verifiable information in support of the foregoing; and (viii) in the case of a nomination of any person for election as a Trustee, such other information regarding such nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. |
It shall be in the Committee’s sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration.
Any shareholder recommendation described above must be sent to the applicable Fund’s Secretary c/o ALPS.
Executive Committee
The Executive Committee meets periodically to take action, as authorized by the Board, if the Board cannot meet. Members of the Executive Committee are currently Messrs. Burke, Butler and Canty. During the fiscal year ended MarchOctober 31, 2014,2015, the Executive Committee did not meet. In September 2014, the Fund changed its fiscal year end to October 31. During the period April 1, 2014 to October 31, 2014,of GLQ met four times, and the Executive Committee did not meet.Committees of both GLV and GLO, each met one time.
Compensation Committee
The Fund doesFunds do not have a compensation committee.
Other Board Related Matters
The Fund doesFunds do not require Trustees to attend the Annual Meeting of Shareholders. No Trustees attended the Fund’sFunds’ Annual Meeting of Shareholders held in 2014.2015.
PROPOSAL 2
SHAREHOLDER PROPOSAL REGARDING A SELF-TENDER OFFER
A shareholder, Opportunity Partners L.P., has informed the Fund that it intends to submit a proposal at the Meeting and has requested that the Fund include the proposal in this year’s proxy material. The Fund will provide Opportunity Partners L.P.’s address and number of shares promptly upon receiving an oral or written request.
The Board of Trustees unanimously recommends that you vote AGAINST the shareholder proposal.
The proposal and the supporting statement for it, exactly as received by the Fund, are set forth below and are followed by the Board’s explanation of its reasons for opposing the proposal.
PROPOSAL
RESOLVED: The shareholders of Clough Global Equity Fund (the Fund) request that the Board of Trustees authorize a self-tender offer for all outstanding common shares of the Fund at or close to net asset value (NAV). If more than 50% of the Fund’s outstanding common shares are submitted for tender, the Board is requested to cancel the tender offer and take those steps that the Board is required to take to cause the Fund to be liquidated or converted to an exchange traded fund (ETF) or an open-end mutual fund.
SUPPORTING STATEMENT
In the 9-1/2 years since its inception on April 27, 2005 through November 30, 2014, the Fund’s market price return (5.53% per annum) has significantly underperformed its benchmark, the S&P 500 Index (8.51% per annum). The Fund has also underperformed its benchmark for the past three and five year periods ending November 30, 2014. More recently, the Fund’s underperformance has been even worse. For year ending November 30, 2014, the Fund returned 4.13% (based upon market price) vs. 16.86% for S&P 500 Index. Moreover, the common shares of the Fund have traded at a double-digit discount to NAV for more than four years.
As they say, facts are stubborn things. And, in light of these unpleasant facts, we think it is appropriate for the Board of Trustees to authorize a self-tender offer for the Fund’s shares at or close to NAV to afford shareholders an opportunity to receive a price closer to NAV for their shares. If a majority of the Fund’s outstanding common shares are tendered, that would demonstrate that there is insufficient shareholder support for continuing the Fund in its closed-end format. In that case, we think the tender offer should be cancelled and the Fund should be liquidated or converted into an ETF or an open-end mutual fund.
If you agree that it is time to implement measures to address the Fund’s long term underperformance and its persistent double-digit discount, please vote for this (non-binding) proposal.
The Fund will provide promptly to any shareholder, upon receipt of an oral or written request, the address of the shareholder that has submitted the proposal and the number of shares of the Fund’s Common Stock held by the shareholder.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL FOR THE REASONS SET FORTH BELOW
STATEMENT OF OPPOSITION
The Board unanimously opposes the shareholder proposal described above and strongly urges all shareholders to vote AGAINST the proposal. Some key reasons for the Board’s opposition are summarized below and are more fully described in the discussion that follows:
(1) | The Board believes that a tender offer is not in the best interests of the Fund’s long-term shareholders. A tender offer would primarily benefit only opportunistic short-term investors, such as activist investors, providing them a quick financial gain at the expense of many long-term shareholders. The Board continues to believe in the Fund’s long-term investment strategy. |
(2) | The Board regularly reviews the Fund’s discount and ways to enhance shareholder value. As part of its evaluation of options to reduce the Fund’s discount and to potentially enhance shareholder value, the Board has proactively taken a number of actions. |
(a) | One important component of its focus has involved the Fund’s distributions. The Board approved a managed distribution policy for the Fund and further revised the policy to: |
· | increase the level of distributions twice in the last 18 months (effective with the January 2014 distribution and the January 2015 distribution); |
· | change the distribution frequency from quarterly to monthly (effective with the January 2014 distribution); and |
· | in addition, the Board approved the Fund paying its last quarterly distribution in January 2014, thereby resulting in two distribution payments to shareholders in January 2014. |
Based on the Fund’s March 31, 2015 market price of $15.03, the Fund’s distribution rate is 9.18%.
(b) | In addition, the Board recently adopted an open-market repurchase program pursuant to which the Fund is authorized to repurchase up to 5% of its outstanding common shares between April 20, 2015 and October 31, 2015. |
(c) | The Board also has approved a participation agreement between the Fund and the RiverNorth Funds. The participation agreement would permit the RiverNorth Funds to invest in the Fund in excess of the limits imposed by Section 12(d)(1) of the Investment Company Act of 1940. The Board and Clough Capital Partners L.P. (“Clough”) considered that the participation agreement has the potential to reduce the Fund’s discount while potentially providing additional liquidity in the trading of Fund shares, thereby benefiting shareholders. |
(3) | The proposed tender offer, liquidation, or conversion to an ETF or open-end mutual fund would be inconsistent with the Fund’s investment strategies and could lead to (a) operational complexities, (b) higher costs, (c) the termination of the managed distribution policy and (d) adverse tax consequences for shareholders in taxable accounts. |
Not in the best interests of long-term shareholders. The Board believes that the tender offer contemplated in this shareholder proposal is not in the best interests of long-term shareholders of the Fund. This tender offer would primarily benefit short-term Fund shareholders seeking to capitalize on the Fund’s discount at the expense of longer-term shareholders. The tender offer was submitted by Opportunity Partners L.P, an entity over which Phillip Goldstein, Andrew Dakos and Steven Samuels, owners of Bulldog Investors, LLC, exercise control. Mr. Goldstein, and the entities over which he exercises control, are well-known in the closed-end fund universe for submitting numerous proposals to closed-end funds over the years with the objective, in our view, of seeking a quick trading profit and, in the case of the Fund, without consideration of the interests of the Fund’s long-term shareholders. The Board and Clough believe that the proposal is focused on only one goal, to benefit Opportunity Partners L.P. and Mr. Goldstein, at any cost. Shareholders who purchased the Fund based upon its investment objective of providing a high level of return should consider the Fund’s investment strategy, overall long-term performance, cash distributions and distribution rate.
The Fund seeks to pursue its investment objective by applying a fundamental research-driven investment process and will, under normal circumstances, invest at least 80% of its net assets, including any borrowings for investment purposes, in equity securities in both U.S. and non-U.S. markets. The Fund is flexibly managed so that, depending on Clough’s outlook, it sometimes will be more heavily invested in equity securities in U.S. markets or in equity securities in other markets around the world.
The following table shows the Fund’s performance (based on NAV) as compared to the average performance (based on NAV) of a peer group comprised of global long/short equity closed-end funds (“Long/Short Fund Peer Group”) constructed by Strategic Insight, an independent third party, and a broader peer group comprised of global closed-end funds (“Global Fund Peer Group”) selected and presented on CEFA.com, with returns calculated by Bloomberg, both independent third parties. Some funds comprising the Global Fund Peer Group may not be included in all time periods shown if they did not trade over the full time period.
Performance (annualized returns as of March 31, 2015)* |
| Fund | Long/Short Fund Peer Group | Global Fund Peer Group |
1 Year | 6.3 | % | 4.1 | % | 1.4% |
3 Year | 11.4 | % | 10.6 | % | 8.4% |
5 Year | 8.8 | % | 8.7 | % | 7.1% |
* | Past performance is no guarantee of future results. |
The shareholder proposal not only fails to provide any data or rationale demonstrating how a tender offer, liquidation, or conversion to an ETF or open-end fund would improve the Fund’s long-term performance, but it also fails to show why such actions might be considered preferable to other aspects of the Fund that are valuable to shareholders, such as its regular distributions and significant distribution yield, and in turn, its role as a component of shareholders’ broader investment portfolios. The shareholder proposal also does not account for the strong commitment by Clough and the Board to the best interests of the Fund and its shareholders, including the actions taken to enhance the Fund’s long-term value. Both Clough and the Board believe that the long-term prospects for the Fund’s investments are strong and that the actions discussed further below are intended to address the Fund’s discount without the possible negative effects often associated with a tender offer, liquidation, or conversion to an ETF or open-end fund. The Board and Clough believe that the ownership of Fund shares by their members, including their increased purchases of Fund shares, underscore their commitment to the Fund, their confidence in the Fund’s investment strategies, and that their interests are aligned with shareholders.20
The Board also considered the potential effects if the Fund were to conduct a tender offer and determined that it would not be in the best interests of shareholders. If the Fund were to conduct a tender offer at a price at or close to NAV, those shareholders tendering their shares would realize all or most of the benefit. In order to carry out a tender offer, the Fund would be required to liquidate sufficient portfolio securities to generate the cash necessary to pay proceeds to tendering shareholders. The expenses associated with those transactions and the related capital gain distributions would not be borne solely by tendering shareholders. The sale of portfolio investments, the distribution of cash to tendering shareholders, and the subsequent distribution of capital gains also would cause the Fund’s total assets to decrease significantly, resulting in proportionally higher expenses to be borne by remaining shareholders. The amount of assets available for future investment would also decline, making it increasingly difficult to achieve the Fund’s investment goals. Each of these results could adversely affect long-term investment performance.
In contrast to a tender offer, which generally occurs over a short period of time, the share repurchase program described below provides the Fund with flexibility to repurchase shares at opportune times, with minimal disruption to the investment strategy of the Fund. In addition, the tender offer would have to comply with federal securities laws and would require the Fund to prepare and file a tender offer statement with the Securities and Exchange Commission (“SEC”). The costs associated with this process would be higher than the costs associated with the open-market share repurchase program, and would be borne by all Fund shareholders.
Other steps being taken to reduce the Fund’s discount. The Fund has adopted a managed distribution policy. Prior to December 2013, the Fund paid quarterly distributions at $0.29 per share. As part of their regular review of the Fund’s discount and options for potentially decreasing the Fund’s discount, Clough proposed and the Board approved changing the frequency of distributions to monthly and increasing the rate such that distributions would be paid at $0.105 per share effective with the January 2014 distribution. In addition, the Board approved the Fund paying its final quarterly distribution in January 2014, thereby resulting in two distribution payments to shareholders in January 2014. During a subsequent review of the Fund’s discount and managed distribution policy, the Board approved an increase in the monthly distribution to $0.115 per share effective with the January 2015 distribution. The Fund believes its distributions plays an important role in its shareholders’ investment portfolios based upon the positive feedback it has received from shareholders and/or their brokers.
Based on the March 31, 2015 market price of $15.03, the Fund’s distribution rate is 9.18%. Distributions to shareholders since the Fund’s inception on April 27, 2005 through April 2015 have totaled $254,710,926.
The Fund believes that the variability of market prices for the Fund’s shares as compared to the Fund’s underlying net asset value per share is inherent in the closed-end organizational format. Discounts to NAV are overwhelmingly common among closed-end funds, particularly equity funds. According to data provided by Lipper on the Closed-End Fund Center, as of May 8, 2015, out of 221 closed-end equity funds, 200 traded at a discount. Trading at a discount tends to attract short-term investors seeking to realize a profit of the incremental differential between the market price paid by the investor and the fund’s NAV. The Board does not endorse short-term trading as it is inconsistent with the Fund’s investment approach and with the investment horizon of longer-term shareholders.
As mentioned above, the Board regularly reviews the level of the Fund’s discount and has carefully evaluated discount reduction measures that are intended to provide long-term benefit to the Fund’s shareholders, including those relating to dividends and distributions and open-market share repurchases. In evaluating these options, the Board considered whether implementation would be in the best interests of the Fund’s shareholders and whether implementation could have a meaningful long-term effect on the discount based on a number of factors, including the experiences of other fund complexes that have adopted similar measures.
Based upon its evaluation, the Board recently determined to adopt an open-market share repurchase program pursuant to which the Fund is authorized to repurchase up to 5% of its common shares (based on the number of outstanding shares as of April 9, 2015) between April 20, 2015 and October 31, 2015. If the Fund were to purchase its shares on the open market at discounted market prices, the Fund’s remaining shareholders should experience an increase in their NAV per share. This increase in NAV per share may contribute to an increase in the Fund’s market price per share.
The Board also has approved a participation agreement between the Fund and the RiverNorth Funds. The participation agreement would permit the RiverNorth Funds to invest in the Fund in excess of the limits imposed by Section 12(d)(1) of the Investment Company Act of 1940, while prohibiting RiverNorth from becoming a controlling shareholder. The Board and Clough considered that the participation agreement has the potential to reduce the Fund’s discount while potentially providing additional liquidity in the trading of Fund shares, thereby benefiting shareholders.
Inconsistent with the Fund’s investment strategies and potentially costly. With respect to the second set of alternatives contained in the shareholder proposal, the Board believes that liquidating the Fund or converting it to an open-end fund or ETF if more than 50% of the Fund’s outstanding shares are tendered would not be in the best interests of the Fund and, more importantly, its shareholders. Each of these alternatives is only available with additional time and expense, and comes with, among other things, the negative consequences described below, none of which is mentioned in the shareholder proposal or supporting statement.
In addition to the Fund’s investment strategy, the Fund also features other important aspects that the Board and Clough believe are valuable to shareholders, such as the Fund’s regular distributions and significant distribution yield. Liquidating the Fund would eliminate any possibility that these features, and in turn, the Fund’s role as a component of shareholders’ broader investment portfolios, would continue. Liquidation is also a lengthy and costly process with many of the same disadvantages detailed above relating to a tender offer, which the proponent of the shareholder proposal neglects to describe in its proposal and supporting statement. The Board does not believe that terminating the Fund would be in the best interests of shareholders.
Similarly, the Board does not believe that converting the Fund to an open-end fund or ETF would be in the best interests of shareholders. Closed-end funds are different from open-end funds, including ETFs, in meaningful ways, such as the extent to which they can make use of leverage and managed distribution policies. A conversion to an open-end fund or an ETF would result in the termination of the monthly distribution pursuant to the managed distribution policy. Many investors favor closed-end funds for their consistent cash flow. In addition, if the Fund were to open-end, it would incur additional distribution-related expenses. Managing an open-end fund would also require the Fund to change its investment strategies. Unlike a closed-end fund, open-end funds must accommodate cash inflows and outflows, which means that the amount of investable assets changes continually and unpredictably. This can sometimes act as a constraint on certain longer-term investment strategies.
In the event of a conversion to an unlisted open-end mutual fund, shareholders would lose the benefits of owning an exchange-listed fund, including governance protocols and the ability to purchase and sell Fund shares intra-day. Any proposed conversion to an ETF would require the Fund to apply for, and obtain, an SEC order granting the exemptions under the Investment Company Act of 1940 that are necessary for a fund to operate as an ETF, a potentially time-consuming and expensive process. In addition, the “conditions to relief” imposed by the SEC in its ETF exemptive order, if granted, may result in substantive changes on the manner in which the Fund has heretofore conducted its business.
Additional consideration. The shareholder proposal is advisory only and requests the Board to take specific action. However, after careful consideration, and although the Board believes that the shareholder proposal is not in the best interests of the Fund or shareholders, the Board has determined, as part of the agreement described below, that if the shareholder proposal passes the Fund will conduct a tender offer based on the terms described in the shareholder proposal. The Fund and Clough have entered into an agreement (the “Agreement”) with Opportunity Partners L.P. and related parties (collectively, “Opportunity Partners”) which, in addition to addressing the shareholder proposal, provides that Opportunity Partners will not solicit or finalize the preliminary proxy statement it had filed in connection with the Meeting and will generally vote its shares in accordance with the recommendations of the Board on all proposals (other than Proposal 2) at the Meeting. The Agreement further provides that if less than 40% of the shares present and entitled to vote at the Meeting vote for Proposal 2 and the Fund’s discount does not exceed certain thresholds Opportunity Partners will not submit any shareholder proposal or nomination for the 2016 annual shareholder meeting of the Fund or any fund advised by Clough and will generally vote in accordance with Board recommendations at the 2016 annual shareholders meetings. The Board is very interested in the views of Fund shareholders, and believes that in the present circumstances, in connection with the particular proposals at issue, it is in the best interests of the Fund and Fund shareholders to avoid an expensive proxy contest.
Notwithstanding the Agreement, if the shareholder proposal is approved, the Fund commences a tender offer based on the terms of the shareholder proposal and more than 50% of the Fund’s shares are tendered pursuant to that tender offer, then, consistent with the terms of the shareholder proposal, the Fund would terminate the tender offer and the Board, in its discretion, would consider whether to approve and to submit to shareholders a proposal to liquidate the Fund or convert the Fund into an open-end fund or ETF. Voting for Proposal 2 at the Meeting will not enable shareholders to choose or indicate any preference between liquidating the Fund and converting it into an open-end fund or an ETF if the tender offer is terminated in accordance with the terms of Proposal 2. Moreover, liquidating or converting the Fund into an open-end fund or an ETF cannot occur unless approved by both the Board and by Fund shareholders at a subsequent meeting of shareholders. A proposal to liquidate or convert the Fund into an open-end fund or ETF would require approval of holders of at least seventy-five percent (75%) of the outstanding shares of the Fund. Such a process takes additional time and expense and is not guaranteed to succeed if attempted.
THE FUND’S BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE “AGAINST” PROPOSAL 2.
REQUIRED VOTE
Proposal 1
The election of each of the listed nominees for Trustee of thea Fund requires the affirmative vote of the holders of a plurality of the Common Shares entitled to vote andvotes cast by holders of each Fund represented at the Fund’s Meeting, if a quorum is present.
Proposal 2
The shareholder proposal requires the affirmative vote of the holders of a majority of the Common Shares entitled to vote on any proposal and represented at the Fund’s Meeting, if a quorum is present.
Broker Non-Votes and Abstentions
Votes will be counted as either “FOR” or “AGAINST.” Abstentions or broker non-votes will not be counted as votes cast. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of the Fund’s quorum. Accordingly, abstentions or broker non-votes will have no effect on Proposal 1 and will have the effect of a vote against Proposal 2.
Shareholders of the Fund will be informed of the voting results of its Meeting in the Fund’s Annual Report dated October 31, 2015.
THEEACH FUND’S BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT“NON-INTERESTED” TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR”“FOR” THE ELECTION OF THE FUND’S RESPECTIVE NOMINEES.
THE FUND’S BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “The following table shows the ownership of applicable Shares by each of the Trustees, the Trustees and Executive Officers of each Fund as a group and the persons or organizations known to each Fund to be beneficial owners of more than 5% of a Fund’s outstanding applicable Shares.
Trustees and Executive Officers |
Name & Address1 | Percentage of Shares Held | Total Shares Owned |
GLV Common Shares2 |
Edmund J. Burke* | 0% | 0 |
Robert L. Butler | >1% | 2,007 |
James E. Canty | >1% | 8,783 |
Adam D. Crescenzi | 0% | 0 |
Jeremy O. May* | 0% | 0 |
John F. Mee | 0% | 0 |
Richard C. Rantzow | >1% | 2,188 |
Jerry G. Rutledge | >1% | 7,712 |
Vincent W. Versaci | >1% | 320 |
All Trustees and Executive Officers as a group | >1% | 21,010 |
GLQ Common Shares2 |
Edmund J. Burke* | 0% | 0 |
Robert L. Butler | >1% | 1,982 |
James E. Canty | >1% | 105,887 |
Adam D. Crescenzi | 0% | 0 |
Jeremy O. May* | 0% | 0 |
John F. Mee | 0% | 0 |
Richard C. Rantzow | 0% | 24 |
Jerry G. Rutledge | >1% | 12,750 |
Vincent W. Versaci | >1% | 1,165 |
All Trustees and Executive Officers as a group | >1% | 121,808 |
GLO Common Shares2 |
Edmund J. Burke* | | 0 |
Robert L. Butler | >1% | 1,857 |
James E. Canty | >1% | 12,785 |
Adam D. Crescenzi | >1% | 406 |
Jeremy O. May* | 0% | 0 |
John F. Mee | 0% | 0 |
Richard C. Rantzow | 0% | 0 |
Jerry G. Rutledge | >1% | 5,000 |
Vincent W. Versaci | 0% | 390 |
All Trustees and Executive Officers as a group | >1% | 20,438 |
* Mr. Burke is a Trustee and the Principal Executive Officer of each Fund. Mr. May is the Principal Financial Officer of each Fund.
AGAINST5% or Greater Shareholders
| | |
GLV Common Shares3 |
Bank of America Corporation Bank of America Corporate Center 100 N Tryon Street Charlotte, NC 28255 | 5.74% | 596,399 |
Advisors Asset Management, Inc. 18925 Base Camp Road Monument, CO 80132 | 6.61% | 687,331 |
GLQ Common Shares3 |
Bank of America Corporation Bank of America Corporate Center 100 N Tryon Street Charlotte, NC 28255 | 7.86% | 1,387,304 |
RiverNorth Capital Management LLC 325 N. LaSalle Street Suite 645 Chicago, IL 60654-7030 | 8.97% | 1,584,239 |
GLO Common Shares3 |
Bank of America Corporation Bank of America Corporate Center 100 N Tryon Street Charlotte, NC 28255 | 6.78% | 3,495,803 |
RiverNorth Capital Management LLC 325 N. LaSalle Street Suite 645 Chicago, IL 60654-7030 | 7.88% | 4,061,636 |
(1) The address for each Trustee and/or Officer of each Fund is 1290 Broadway, Suite 1100, Denver, Colorado 80203, unless otherwise noted.
(2) The table above shows Trustees’ and Executive Officers’ ownership of Shares of each Fund as of March 31, 2016.
(3) The table above shows 5% or greater shareholders’ ownership of Shares as of May 23, 2016. The information contained in this table is based on Schedule 13G filings made on or before May 23, 2016.
ADDITIONAL INFORMATION
Independent Registered Public Accounting Firm
Cohen Fund Audit Services, Ltd. (“Cohen”Cohen”), 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115,44145, has been selected to serve as theeach Fund’s independent registered public accounting firm for theeach Fund’s fiscal year ending October 31, 2015.2016. Cohen acted as theeach Fund’s independent registered public accounting firm for the fiscal year ended October 31, 2014.2015. The Fund knowsFunds know of no direct financial or material indirect financial interest of Cohen in any of the Fund.Funds. A representative of Cohen will not be present at the Meeting,Meetings, but will be available by telephone and will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.
Principal Accounting Fees and Services
The following table sets forth the aggregate audit and non-audit fees billed to theeach Fund for each of the last three fiscal years/periodsperiod for professional services rendered by the Fund’sFunds’ principal accountant, Cohen.
| Fiscal period ended October 31, 2014 (1) | Fiscal year ended March 31, 2014 | Fiscal year ended March 31, 2013 |
Audit Fees (2) | $20,500 | | $20,500 | | $20,000 | |
Audit-Related Fees (3) | 0 | | 0 | | 0 | |
Tax Fees (4) | 3,000 | | 3,000 | | 3,000 | |
All Other Fees (5) | 0 | | 0 | | 0 | |
Aggregate Non-Audit Fees (6) | 3,000 | | 3,000 | | 3,000 | |
| Fiscal year ended October 31, 2015 | Fiscal period ended October 31, 2014 (1) | Fiscal year ended March 31, 2014 |
| GLV | GLQ | GLO | GLV | GLQ | GLV | GLV | GLQ | GLO |
Audit Fees (2) | $20,500 | $20,500 | $20,500 | $20,500 | $20,500 | $20,500 | $20,500 | $20,500 | $20,500 |
Audit-Related Fees (3) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Tax Fees (4) | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 |
All Other Fees (5) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Aggregate Non-Audit Fees (6) | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 |
| (1) | In 2014, theeach Fund changed its fiscal year end to October 31, so this fiscal period consists of the seven months ended ended October 31, 2014. |
| (2) | Audit Fees are fees billed for professional services rendered by Cohen for the audit of the Fund’s annual financial statements and for the services that are normally provided by Cohen in connection with the statutory and regulatory filings or engagements. |
| (3) | Audit-Related Fees are fees billed for assurance and related services by Cohen that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under the caption “Audit Fees”. |