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: 811-21712
Clough Global Equity Fund
(exact name of registrant as specified in charter)
1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)
Erin D. Nelson, Secretary
Clough Global Equity Fund
1290 Broadway, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)
Registrants telephone number, including area code: 303-623-2577
Date of fiscal year end: March 31
Date of reporting period: September 30, 2013
Item 1. | Reports to Stockholders. |
SECTION 19(B) DISCLOSURE |
September 30, 2013 (Unaudited)
Clough Global Allocation Fund and Clough Global Equity Fund (each a Fund and collectively, the Funds), acting pursuant to a Securities and Exchange Commission (SEC) exemptive order and with the approval of each Funds Board of Trustees (the Board), have adopted a plan, consistent with each Funds investment objectives and policies to support a level distribution of income, capital gains and/or return of capital (the Plan). In accordance with the Plan, Clough Global Allocation Fund currently distributes $0.30 per share on a quarterly basis and Clough Global Equity Fund distributes $0.29 per share on a quarterly basis.
The fixed amount distributed per share is subject to change at the discretion of each Funds Board. Under the Plan, each Fund will distribute all available investment income to its shareholders, consistent with each Funds primary investment objectives and as required by the Internal Revenue Code of 1986, as amended (the Code). If sufficient investment income is not available on a quarterly basis, each Fund will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. Each quarterly distribution to shareholders is expected to be at the fixed amount established by the Board, except for extraordinary distributions and potential distribution rate increases or decreases to enable each Fund to comply with the distribution requirements imposed by the Code.
Shareholders should not draw any conclusions about either Funds investment performance from the amount of these distributions or from the terms of the Plan. Each Funds total return performance on net asset value is presented in its financial highlights table.
The Board may amend, suspend or terminate either Funds Plan without prior notice if it deems such action to be in the best interest of either Fund or its shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount (if either Funds stock is trading at or above net asset value) or widening an existing trading discount. Each Fund is subject to risks that could have an adverse impact on its ability to maintain level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, increased market volatility, companies suspending or decreasing corporate dividend distributions and changes in the Code. Please refer to each Funds prospectus for a more complete description of its risks.
Please refer to Additional Information for a cumulative summary of the Section 19(a) notices for each Funds current fiscal period. Section 19(a) notices for each Fund, as applicable, are available on the Clough Global Closed-End Funds website www.cloughglobal.com.
Clough Global Funds | Table of Contents | |
Shareholder Letter | 2 | |||||||
5 | ||||||||
6 | ||||||||
7 | ||||||||
8 | ||||||||
13 | ||||||||
18 | ||||||||
25 | ||||||||
26 | ||||||||
27 | ||||||||
28 | ||||||||
29 | ||||||||
30 | ||||||||
31 | ||||||||
32 | ||||||||
43 | ||||||||
44 | ||||||||
44 | ||||||||
44 | ||||||||
44 | ||||||||
46 |
Shareholder Letter | Clough Global Funds | |
September 30, 2013 (Unaudited) |
2 |
www.cloughglobal.com |
Clough Global Funds | Shareholder Letter | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
3 |
Shareholder Letter | Clough Global Funds | |
September 30, 2013 (Unaudited) |
4 |
www.cloughglobal.com |
Clough Global Allocation Fund | Portfolio Allocation | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
5 |
Portfolio Allocation | Clough Global Equity Fund | |
September 30, 2013 (Unaudited) |
6 |
www.cloughglobal.com |
Clough Global Opportunities Fund | Portfolio Allocation | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
7 |
Statements of Investments | Clough Global Allocation Fund | |
September 30, 2013 (Unaudited) |
8 |
www.cloughglobal.com |
Clough Global Allocation Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
9 |
Statements of Investments | Clough Global Allocation Fund | |
September 30, 2013 (Unaudited) |
10 |
www.cloughglobal.com |
Clough Global Allocation Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
11 |
Statements of Investments | Clough Global Allocation Fund | |
September 30, 2013 (Unaudited) |
TOTAL RETURN SWAP CONTRACTS
Counter Party | Reference Entry/Obligation |
Notional Amount |
Floating Rate Paid by the Fund |
Floating Rate Index | Termination Date |
Unrealized Depreciation |
||||||||||||
Credit Suisse First Boston |
Daqin Railway Co., Ltd. |
$ | 382,418 | 75 Bps + 1-Month LIBOR |
LIBOR 1-Month |
08/26/2014 | $ | (9,760 | ) | |||||||||
Morgan Stanley |
Bharti Infratel, Ltd. |
1,535,034 | 30 Bps + 1D FEDEF |
1D FEDEF |
12/30/2014 | (585,138 | ) | |||||||||||
Morgan Stanley |
Daqin Railway Co., Ltd. |
865,999 | 55 Bps + 1D FEDEF |
1D FEDEF |
06/19/2014 | (52,300 | ) | |||||||||||
|
|
|
|
|||||||||||||||
$ | 2,783,451 | $ | (647,198 | ) | ||||||||||||||
|
|
|
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See Notes to the Financial Statements.
12 |
www.cloughglobal.com |
Clough Global Equity Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
13 |
Statements of Investments | Clough Global Equity Fund | |
September 30, 2013 (Unaudited) |
14 |
www.cloughglobal.com |
Clough Global Equity Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
15 |
Statements of Investments | Clough Global Equity Fund | |
September 30, 2013 (Unaudited) |
16 |
www.cloughglobal.com |
Clough Global Equity Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
TOTAL RETURN SWAP CONTRACTS
Counter Party |
Reference Entry/Obligation |
Notional Amount | Floating Rate Paid by the Fund |
Floating Rate Index |
Termination Date | Unrealized Depreciation |
||||||||||
Morgan Stanley |
Bharti Infratel, Ltd. |
$ 2,468,093 | 30 Bps + 1D FEDEF | 1D FEDEF | 12/24/2014 | $ (940,809) | ||||||||||
Morgan Stanley |
Daqin Railway Co., Ltd. |
2,685,658 | 55 Bps + 1D FEDEF | 1D FEDEF | 06/19/2014 | (126,880) | ||||||||||
|
|
|
|
|||||||||||||
$ 5,153,751 | $ (1,067,689) | |||||||||||||||
|
|
|
|
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
17 |
Statements of Investments | Clough Global Opportunities Fund | |
September 30, 2013 (Unaudited) |
18 |
www.cloughglobal.com |
Clough Global Opportunities Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
19 |
Statements of Investments | Clough Global Opportunities Fund | |
September 30, 2013 (Unaudited) |
20 |
www.cloughglobal.com |
Clough Global Opportunities Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
Semi-Annual Report | September 30, 2013 |
21 |
Statements of Investments | Clough Global Opportunities Fund | |
September 30, 2013 (Unaudited) |
22 |
www.cloughglobal.com |
Clough Global Opportunities Fund | Statements of Investments | |
September 30, 2013 (Unaudited) |
TOTAL RETURN SWAP CONTRACTS
Counter Party | Reference Entry/Obligation |
Notional Amount |
Floating Rate Paid by the Fund |
Floating Rate Index | Termination Date |
Unrealized Depreciation |
||||||||||
Credit Suisse First Boston |
Daqin Railway Co., Ltd. |
$ | 1,618,020 | 75 Bps + 1-Month LIBOR |
LIBOR 1-Month |
08/26/2014 | $ | (41,297 | ) | |||||||
Morgan Stanley |
Bharti Infratel, Ltd. |
6,471,229 | 30 Bps + 1D FEDEF |
1D FEDEF |
12/30/2014 | (2,466,760 | ) | |||||||||
Morgan Stanley |
Daqin Railway Co., Ltd. |
3,664,039 | 55 Bps + 1D FEDEF |
1D FEDEF |
06/19/2014 | (221,281 | ) | |||||||||
|
|
|
|
|||||||||||||
$ | 11,753,288 | $ | (2,729,338 | ) | ||||||||||||
|
|
|
|
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
23 |
Statements of Investments | Clough Global Funds | |
September 30, 2013 (Unaudited) |
Abbreviations:
1D FEDEF - Federal Funds Effective Rate (Daily)
AB - Aktiebolag is the Swedish equivalent of the term corporation
ADR - American Depositary Receipt
AG - Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders
Bps - Basis Points
ETF - Exchange Traded Fund
LIBOR - London Interbank Offered Rate
LLC - Limited Liability Corporation
LP - Limited Partnership
Ltd. - Limited
MSCI - Morgan Stanley Capital International
NV - Naamloze Vennootschap (Dutch: Limited Liability Company)
OAO - Otkrytoe Aktsionernoe Obschestvo (a Russian open joint stock corporation)
PLC - Public Limited Liability
REIT - Real Estate Investment Trust
S.A. - Generally designates corporations in various countries, mostly those employing the civil law
SpA - Societa` Per Azioni is an Italian shared company
SAB de CV - Sociedad Anonima de Capital Variable (Spanish Variable Capital Company)
S&P - Standard & Poors
SPDR - Standard & Poors Depositary Receipt
For Fund compliance purposes, each Funds industry classifications refer to any one of the industry sub-classifications used by one or more widely recognized market indexes, and/or as defined by each Funds management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percent of net assets. These industry classifications are unaudited.
See Notes to the Financial Statements.
24 |
www.cloughglobal.com |
Clough Global Funds | Statements of Assets and Liabilities | |
September 30, 2013 (Unaudited) |
Clough Global Allocation Fund |
Clough Global Equity Fund |
Clough Global Opportunities Fund |
||||||||||
ASSETS: |
||||||||||||
Investments, at value (Cost - see below) |
$ | 268,891,606 | $ | 448,315,979 | $ | 1,135,036,371 | ||||||
Cash |
3,504,051 | 2,654,487 | 19,082,151 | |||||||||
Foreign Currency, at value (Cost $3,079, $5,023 and $12,880) |
3,078 | 5,021 | 12,867 | |||||||||
Deposit with broker for written options and securities sold short |
68,309,344 | 114,132,035 | 282,662,289 | |||||||||
Deposit with broker for total return swap contracts |
2,648,771 | 5,133,742 | 11,203,571 | |||||||||
Dividends receivable |
352,041 | 494,841 | 1,286,443 | |||||||||
Interest receivable |
175,000 | 116,847 | 735,180 | |||||||||
Receivable for investments sold |
5,810,516 | 9,367,970 | 25,251,495 | |||||||||
|
||||||||||||
Total Assets |
349,694,407 | 580,220,922 | 1,475,270,367 | |||||||||
|
||||||||||||
LIABILITIES: |
||||||||||||
Loan payable |
89,800,000 | 147,000,000 | 388,900,000 | |||||||||
Interest due on loan payable |
9,963 | 16,308 | 43,145 | |||||||||
Securities sold short (Proceeds $62,733,156, $104,824,144 and $263,817,943) |
66,318,891 | 110,747,811 | 278,784,524 | |||||||||
Written options, at value (Premiums received $200,020, $328,254 and $834,561) |
199,066 | 325,922 | 827,738 | |||||||||
Payable for investments purchased |
5,433,975 | 8,967,565 | 22,421,901 | |||||||||
Unrealized depreciation on total return swap contracts |
647,198 | 1,067,689 | 2,729,338 | |||||||||
Payable for total return swap contracts payments |
10,227 | 18,638 | 43,192 | |||||||||
Dividends payable - short sales |
69,121 | 112,881 | 292,239 | |||||||||
Interest payable - margin account |
37,240 | 62,009 | 156,642 | |||||||||
Accrued investment advisory fee |
196,666 | 419,234 | 1,185,936 | |||||||||
Accrued administration fee |
80,071 | 149,061 | 379,500 | |||||||||
Accrued trustees fee |
5,089 | 5,089 | 5,089 | |||||||||
Other payables and accrued expenses |
290 | 290 | 290 | |||||||||
|
||||||||||||
Total Liabilities |
162,807,797 | 268,892,497 | 695,769,534 | |||||||||
|
||||||||||||
Net Assets |
$ | 186,886,610 | $ | 311,328,425 | $ | 779,500,833 | ||||||
|
||||||||||||
Cost of Investments |
$ | 242,239,082 | $ | 396,726,247 | $ | 1,011,035,995 | ||||||
|
||||||||||||
COMPOSITION OF NET ASSETS: |
||||||||||||
Paid-in capital |
$ | 166,087,962 | $ | 266,419,905 | $ | 733,569,470 | ||||||
Overdistributed net investment income |
(8,455,205) | (14,876,743) | (40,753,113) | |||||||||
Accumulated net realized gain/(loss) on investment securities, written options, securities sold short, total return swap contracts and foreign currency transactions |
6,833,640 | 15,185,103 | (19,625,405) | |||||||||
Net unrealized appreciation in value of investment securities, written options, securities sold short, total return swap contracts and translation of assets and liabilities denominated in foreign currency |
22,420,213 | 44,600,160 | 106,309,881 | |||||||||
|
||||||||||||
Net Assets |
$ | 186,886,610 | $ | 311,328,425 | $ | 779,500,833 | ||||||
|
||||||||||||
Shares of common stock outstanding of no par value, unlimited shares authorized |
10,434,606 | 17,840,705 | 51,736,859 | |||||||||
|
||||||||||||
Net assets value per share |
$ | 17.91 | $ | 17.45 | $ | 15.07 | ||||||
|
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
25 |
Statements of Operations | Clough Global Funds | |
For the Six Months Ended September 30, 2013 (Unaudited) |
Clough Global Allocation Fund |
Clough Global Equity Fund |
Clough Global Opportunities Fund |
||||||||||
INVESTMENT INCOME: |
||||||||||||
Dividends (net of foreign withholding taxes of $26,295, $44,916 and $111,234) |
$ | 1,723,710 | $ | 3,156,485 | $ | 7,039,397 | ||||||
Interest on investment securities |
271,108 | 218,175 | 1,111,892 | |||||||||
Hypothecated securities income (See Note 6) |
98,860 | 167,017 | 438,275 | |||||||||
|
||||||||||||
Total Income |
2,093,678 | 3,541,677 | 8,589,564 | |||||||||
|
||||||||||||
EXPENSES: |
||||||||||||
Investment advisory fee |
1,222,122 | 2,600,193 | 7,369,020 | |||||||||
Administration fee |
497,578 | 924,513 | 2,358,086 | |||||||||
Interest on loan |
464,792 | 760,851 | 2,012,890 | |||||||||
Interest expense - margin account |
198,034 | 334,127 | 833,501 | |||||||||
Trustees fee |
68,567 | 68,567 | 68,567 | |||||||||
Dividend expense - short sales |
816,184 | 1,367,981 | 3,441,610 | |||||||||
Other expenses |
880 | 886 | 980 | |||||||||
|
||||||||||||
Total Expenses |
3,268,157 | 6,057,118 | 16,084,654 | |||||||||
|
||||||||||||
Net Investment Loss |
(1,174,479) | (2,515,441) | (7,495,090) | |||||||||
|
||||||||||||
NET REALIZED GAIN/(LOSS) ON: |
| |||||||||||
Investment securities |
7,725,541 | 15,222,653 | 37,765,618 | |||||||||
Securities sold short |
(3,760,790) | (6,163,631) | (15,880,764) | |||||||||
Written options |
| | (1,141,278) | |||||||||
Total return swap contracts |
(328,501) | (638,611) | (1,391,172) | |||||||||
Foreign currency transactions |
(439,707) | (738,304) | (1,866,135) | |||||||||
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) ON: |
| |||||||||||
Investment securities |
12,177,206 | 23,519,280 | 49,775,064 | |||||||||
Securities sold short |
(2,284,649) | (3,856,005) | (9,463,361) | |||||||||
Written options |
954 | 2,332 | 6,823 | |||||||||
Total return swap contracts |
(78,664) | 132,266 | (327,973) | |||||||||
Translation of assets and liabilities denominated in foreign currencies |
1,200 | 1,878 | 5,145 | |||||||||
|
||||||||||||
Net gain on investment securities, securities sold short, written options, total return swap contracts and foreign currency transactions |
13,012,590 | 27,481,858 | 57,481,967 | |||||||||
|
||||||||||||
Net Increase in Net Assets Attributable to Common Shares from Operations |
$ | 11,838,111 | $ | 24,966,417 | $ | 49,986,877 | ||||||
|
See Notes to the Financial Statements.
26 |
www.cloughglobal.com |
Clough Global Funds | Statements of Changes in Net Assets | |
Clough Global Allocation Fund | Clough Global Equity Fund | Clough Global Opportunities Fund | ||||||||||||||||||||||
For the Six Months Ended September 30, 2013 (Unaudited) |
For the Year Ended March 31, 2013 |
For the Six Months Ended September 30, 2013 (Unaudited) |
For the Year Ended March 31, 2013 |
For the Six Months Ended September 30, 2013 (Unaudited) |
For the Year Ended March 31, |
|||||||||||||||||||
COMMON SHAREHOLDERS OPERATIONS: |
| |||||||||||||||||||||||
Net investment loss |
$ | (1,174,479) | $ | (69,712) | $ | (2,515,441) | $ | (983,944) | $ | (7,495,090) | $ | (4,407,866) | ||||||||||||
Net realized gain/(loss) from: |
||||||||||||||||||||||||
Investment securities |
7,725,541 | 24,958,582 | 15,222,653 | 40,944,160 | 37,765,618 | 85,789,337 | ||||||||||||||||||
Securities sold short |
(3,760,790) | 3,273,485 | (6,163,631) | 5,058,198 | (15,880,764) | 14,018,291 | ||||||||||||||||||
Written options |
| 1,756,731 | | 2,891,304 | (1,141,278) | 7,011,300 | ||||||||||||||||||
Total return swap contracts |
(328,501) | (112,013) | (638,611) | (174,134) | (1,391,172) | (473,796) | ||||||||||||||||||
Foreign currency transactions |
(439,707) | (736,407) | (738,304) | (1,185,512) | (1,866,135) | (3,066,474) | ||||||||||||||||||
Net change in unrealized appreciation/(depreciation) on investment securities, written options, securities sold short, total return swap contracts and translation of assets and liabilities denominated in foreign currencies |
9,816,047 | (5,360,201) | 19,799,751 | (6,206,717) | 39,995,698 | (1,756,094) | ||||||||||||||||||
|
||||||||||||||||||||||||
Net Increase in Net Assets From Operations |
11,838,111 | 23,710,465 | 24,966,417 | 40,343,355 | 49,986,877 | 97,114,698 | ||||||||||||||||||
|
||||||||||||||||||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
| |||||||||||||||||||||||
Net investment income |
(6,260,763) | (9,391,145) | (10,347,609) | (15,521,413) | (27,937,903) | (55,875,807) | ||||||||||||||||||
Net realized gains |
| (3,130,382) | | (5,173,804) | | | ||||||||||||||||||
|
||||||||||||||||||||||||
Net Decrease in Net Assets from Distributions |
(6,260,763) | (12,521,527) | (10,347,609) | (20,695,217) | (27,937,903) | (55,875,807) | ||||||||||||||||||
|
||||||||||||||||||||||||
Net Increase in Net Assets Attributable to Common Shares |
5,577,348 | 11,188,938 | 14,618,808 | 19,648,138 | 22,048,974 | 41,238,891 | ||||||||||||||||||
|
||||||||||||||||||||||||
NET ASSETS ATTRIBUABLE TO COMMON SHARES: |
| |||||||||||||||||||||||
Beginning of period |
181,309,262 | 170,120,324 | 296,709,617 | 277,061,479 | 757,451,859 | 716,212,968 | ||||||||||||||||||
|
||||||||||||||||||||||||
End of period* |
$ | 186,886,610 | $ | 181,309,262 | $ | 311,328,425 | $ | 296,709,617 | $ | 779,500,833 | $ | 757,451,859 | ||||||||||||
|
||||||||||||||||||||||||
*Includes Overdistributed Net Investment Income of: |
$ | (8,455,205) | $ | (1,019,963) | $ | (14,876,743) | $ | (2,013,693) | $ | (40,753,113) | $ | (5,320,120) | ||||||||||||
|
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
27 |
Statements of Cash Flows | Clough Global Funds | |
For the Six Months Ended September 30, 2013 (Unaudited) |
Clough
Global Allocation Fund |
Clough Global Equity Fund |
Clough
Global Opportunities Fund |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Net increase in net assets from operations |
$ | 11,838,111 | $ | 24,966,417 | $ | 49,986,877 | ||||||
Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash provided by operating activities: |
||||||||||||
Purchase of investment securities |
(208,476,734) | (327,034,218) | (866,653,977) | |||||||||
Proceeds from disposition of investment securities |
230,695,426 | 364,847,214 | 977,373,030 | |||||||||
Proceeds from securities sold short transactions |
113,264,051 | 188,648,834 | 477,602,016 | |||||||||
Cover securities sold short transactions |
(119,890,298) | (201,267,340) | (506,736,588) | |||||||||
Premiums received from written options transactions |
200,020 | 328,254 | 1,040,481 | |||||||||
Premiums paid on closing written options transactions |
| | (1,347,197) | |||||||||
Purchased options transactions |
| | (538,075) | |||||||||
Proceeds from purchased options transactions |
| | 3,050,405 | |||||||||
Net purchases of short-term investment securities |
(6,052,012) | (13,671,316) | (38,569,388) | |||||||||
Net realized gain from investment securities |
(7,725,541) | (15,222,653) | (37,765,618) | |||||||||
Net realized loss on securities sold short |
3,760,790 | 6,163,631 | 15,880,764 | |||||||||
Net realized loss on written options |
| | 1,141,278 | |||||||||
Net realized loss on total return swap contracts |
328,501 | 638,611 | 1,391,172 | |||||||||
Net realized loss on foreign currency transactions |
439,707 | 738,304 | 1,866,135 | |||||||||
Net change in unrealized appreciation on investment securities, securities sold short, written options, total return swap contracts and translation of assets and liabilities denominated in foreign currencies |
(9,816,047) | (19,799,751) | (39,995,698) | |||||||||
Net payments on total return swap contracts |
(328,501) | (638,611) | (1,391,172) | |||||||||
Premium amortization |
204,408 | 185,932 | 928,912 | |||||||||
Discount accretion |
(3,028) | (738) | (12,115) | |||||||||
Decrease in deposits with brokers for securities sold short, written options and total return swap contracts |
1,964,763 | 5,051,263 | 11,978,798 | |||||||||
Increase in dividends receivable |
(149,996) | (126,931) | (434,292) | |||||||||
Decrease in interest receivable |
190,746 | 321,548 | 1,001,043 | |||||||||
Decrease in due to custodian |
(602,714) | (1,008,842) | (2,452,399) | |||||||||
Decrease in interest due on loan payable |
(2,918) | (4,778) | (12,641) | |||||||||
Increase in payable for total return swap contracts payments |
10,227 | 18,638 | 43,192 | |||||||||
Increase in dividends payable - short sales |
39,844 | 65,307 | 168,313 | |||||||||
Increase in interest payable - margin account |
6,484 | 19,512 | 26,330 | |||||||||
Decrease in accrued investment advisory fee |
(5,114) | (8,619) | (19,266) | |||||||||
Decrease in accrued administration fee |
(2,082) | (3,065) | (6,164) | |||||||||
Increase in accrued trustees fee |
118 | 118 | 118 | |||||||||
Increase in other payables |
250 | 250 | 225 | |||||||||
|
||||||||||||
Net cash provided by operating activities |
9,888,461 | 13,206,971 | 47,544,499 | |||||||||
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|||||||||||
Cash distributions paid |
(6,260,763) | (10,347,609) | (27,937,903) | |||||||||
|
||||||||||||
Net cash used in financing activities |
(6,260,763) | (10,347,609) | (27,937,903) | |||||||||
|
||||||||||||
Effect of exchange rates on cash |
(129,202) | (213,871) | (548,037) | |||||||||
|
||||||||||||
Cash and foreign currency, beginning of period |
$ | 8,633 | $ | 14,017 | $ | 36,459 | ||||||
Cash and foreign currency, end of period |
$ | 3,507,129 | $ | 2,659,508 | $ | 19,095,018 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|||||||||||
Cash paid during the period for interest from bank borrowing: |
$ | 467,710 | $ | 765,629 | $ | 2,025,531 |
See Notes to the Financial Statements.
28 |
www.cloughglobal.com |
Clough Global Allocation Fund | Financial Highlights | |
For a share outstanding throughout the periods indicated |
For the Six Months Ended September 30, 2013 (Unaudited) |
For the Year Ended March 31, 2013 |
For the Year Ended March 31, 2012 |
For the Year Ended March 31, 2011 |
For the Year Ended March 31, 2010 |
For the Year Ended March 31, 2009 |
|||||||||||||||||||
PER COMMON SHARE OPERATING PERFORMANCE: |
| |||||||||||||||||||||||
Net asset value - beginning of period |
$17.38 | $16.30 | $18.35 | $16.90 | $13.24 | $21.60 | ||||||||||||||||||
|
||||||||||||||||||||||||
Income from investment operations: |
||||||||||||||||||||||||
Net investment income/(loss) |
(0.11)* | (0.01)* | 0.26* | 0.38* | 0.32* | 0.30* | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments |
1.24 | 2.29 | (1.11) | 2.27 | 4.44 | (7.05) | ||||||||||||||||||
Distributions to preferred shareholders from: |
||||||||||||||||||||||||
Net investment income |
| | | | | (0.05) | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Income from Investment Operations |
1.13 | 2.28 | (0.85) | 2.65 | 4.76 | (6.80) | ||||||||||||||||||
|
||||||||||||||||||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM: |
| |||||||||||||||||||||||
Net investment income |
(0.60) | (0.90) | (1.20) | (1.20) | (0.46) | (0.81) | ||||||||||||||||||
Net realized gains |
| (0.30) | | | | (0.31) | ||||||||||||||||||
Tax return of capital |
| | | | (0.64) | (0.44) | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Distributions to Common Shareholders |
(0.60) | (1.20) | (1.20) | (1.20) | (1.10) | (1.56) | ||||||||||||||||||
|
||||||||||||||||||||||||
Net asset value - end of period |
$17.91 | $17.38 | $16.30 | $18.35 | $16.90 | $13.24 | ||||||||||||||||||
|
||||||||||||||||||||||||
Market price - end of period |
$15.25 | $15.07 | $13.94 | $16.24 | $15.92 | $10.68 | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Investment Return - Net Asset Value:(1) |
7.12% | 16.19% | (3.48)% | 17.30% | 38.14% | (32.20)% | ||||||||||||||||||
Total Investment Return - Market Price:(1) |
5.19% | 17.81% | (6.73)% | 10.20% | 61.32% | (37.50)% | ||||||||||||||||||
RATIOS AND SUPPLEMENTAL DATA: |
| |||||||||||||||||||||||
Net assets attributable to common shares, end of period (000s) |
$186,887 | $181,309 | $170,120 | $191,502 | $176,317 | $138,185 | ||||||||||||||||||
Ratios to average net assets attributable to common shareholders: |
||||||||||||||||||||||||
Total expenses |
3.56%(2) | 3.24% | 3.05% | 2.87% | 3.22% | 3.35%(3) | ||||||||||||||||||
Total expenses excluding interest expense and dividends on short sales expense |
1.95%(2) | 1.93% | 1.80% | 1.74% | 1.88% | 2.76%(3) | ||||||||||||||||||
Net investment income/(loss) |
(1.28)%(2) | (0.04)% | 1.61% | 2.28% | 1.96% | 1.73%(3) | ||||||||||||||||||
Preferred share dividends |
N/A | N/A | N/A | N/A | N/A | 0.30% | ||||||||||||||||||
Portfolio turnover rate |
84% | 250% | 192% | 172% | 115% | 233% | ||||||||||||||||||
|
||||||||||||||||||||||||
Borrowings at End of Period |
| |||||||||||||||||||||||
Aggregate Amount Outstanding (000s) |
$89,800 | $89,800 | $89,800 | $89,800 | $89,800 | $60,200 | ||||||||||||||||||
Asset Coverage Per $1,000 (000s) |
$3,081 | $3,019 | $2,894 | $3,133 | $2,963 | $3,295 |
* | Based on average shares outstanding. |
(1) | Total investment return is calculated assuming a purchase of a common share at the opening on the first day and a sale at the closing on the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at price obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions on the purchase or sale of the Funds common shares. Past performance is not a guarantee of future results. |
(2) | Annualized. |
(3) | Ratios do not reflect dividend payments to preferred shareholders. |
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
29 |
Financial Highlights | Clough Global Equity Fund | |
For a share outstanding throughout the periods indicated |
For the Six Months Ended September 30, 2013 (Unaudited) |
For the Year Ended March 31, 2013 |
For the Year Ended March 31, 2012 |
For the Year Ended March 31, 2011 |
For the Year Ended March 31, 2010 |
For the Year Ended March 31, 2009 |
|||||||||||||||||||
PER COMMON SHARE OPERATING PERFORMANCE: |
| |||||||||||||||||||||||
Net asset value - beginning of period |
$16.63 | $15.53 | $17.62 | $16.29 | $12.28 | $20.88 | ||||||||||||||||||
|
||||||||||||||||||||||||
Income from investment operations: |
||||||||||||||||||||||||
Net investment income/(loss) |
(0.14)* | (0.06)* | 0.21* | 0.30* | 0.22* | 0.16* | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments |
1.54 | 2.32 | (1.14) | 2.19 | 4.82 | (7.21) | ||||||||||||||||||
Distributions to preferred shareholders from: |
||||||||||||||||||||||||
Net investment income |
| | | | | (0.03) | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Income from Investment Operations |
1.40 | 2.26 | (0.93) | 2.49 | 5.04 | (7.08) | ||||||||||||||||||
|
||||||||||||||||||||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM: |
| |||||||||||||||||||||||
Net investment income |
(0.58) | (0.87) | (1.14) | (1.16) | (0.39) | (0.24) | ||||||||||||||||||
Net realized gains |
| (0.29) | | | | (0.48) | ||||||||||||||||||
Tax return of capital |
| | (0.02) | | (0.64) | (0.80) | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Distributions to Common Shareholders |
(0.58) | (1.16) | (1.16) | (1.16) | (1.03) | (1.52) | ||||||||||||||||||
|
||||||||||||||||||||||||
Net asset value - end of period |
$17.45 | $16.63 | $15.53 | $17.62 | $16.29 | $12.28 | ||||||||||||||||||
|
||||||||||||||||||||||||
Market price - end of period |
$15.03 | $14.70 | $13.09 | $15.37 | $14.33 | $9.77 | ||||||||||||||||||
|
||||||||||||||||||||||||
Total Investment Return - Net Asset Value:(1) |
9.05% | 16.90% | (4.08)% | 17.05% | 43.62% | (34.55)% | ||||||||||||||||||
Total Investment Return - Market Price:(1) |
6.26% | 22.60% | (7.32)% | 16.07% | 58.80% | (39.60)% | ||||||||||||||||||
RATIOS AND SUPPLEMENTAL DATA: |
| |||||||||||||||||||||||
Net assets attributable to common shares, end of period (000s) |
$311,328 | $296,710 | $277,061 | $314,355 | $290,577 | $219,059 | ||||||||||||||||||
Ratios to average net assets attributable to common shareholders: |
||||||||||||||||||||||||
Total expenses |
4.00%(2) | 3.67% | 3.43% | 3.23% | 3.57% | 3.81%(3) | ||||||||||||||||||
Total expenses excluding interest expense and dividends on short sales expense |
2.37%(2) | 2.35% | 2.18% | 2.10% | 2.25% | 2.26%(3) | ||||||||||||||||||
Net investment income/(loss) |
(1.66)%(2) | (0.37)% | 1.34% | 1.87% | 1.43% | 0.95%(3) | ||||||||||||||||||
Preferred share dividends |
N/A | N/A | N/A | N/A | N/A | 0.20% | ||||||||||||||||||
Portfolio turnover rate |
78% | 250% | 183% | 173% | 116% | 207% | ||||||||||||||||||
|
||||||||||||||||||||||||
Borrowings at End of Period |
| |||||||||||||||||||||||
Aggregate Amount Outstanding (000s) |
$147,000 | $147,000 | $147,000 | $147,000 | $147,000 | $98,200 | ||||||||||||||||||
Asset Coverage Per $1,000 (000s) |
$3,118 | $3,018 | $2,885 | $3,138 | $2,977 | $3,231 |
* | Based on average shares outstanding. |
(1) | Total investment return is calculated assuming a purchase of a common share at the opening on the first day and a sale at the closing on the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at price obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions on the purchase or sale of the Funds common shares. Past performance is not a guarantee of future results. |
(2) | Annualized. |
(3) | Ratios do not reflect dividend payments to preferred shareholders. |
See Notes to the Financial Statements.
30 |
www.cloughglobal.com |
Clough Global Opportunities Fund | Financial Highlights | |
For a share outstanding throughout the periods indicated |
For
the (Unaudited) |
For the Year Ended March 31, 2013 |
For the Year Ended |
For the Year Ended |
For the Year Ended |
For the Year Ended | |||||||
PER COMMON SHARE OPERATING PERFORMANCE: | ||||||||||||
Net asset value - beginning of period |
$14.64 | $13.84 | $15.72 | $14.68 | $11.55 | $19.03 | ||||||
Income from investment operations: |
||||||||||||
Net investment income/(loss) |
(0.14)* | (0.09)* | 0.14* | 0.25* | 0.17* | 0.12* | ||||||
Net realized and unrealized gain/(loss) on investments |
1.11 | 1.97 | (0.94) | 1.87 | 3.94 | (6.20) | ||||||
Distributions to preferred shareholders from: |
||||||||||||
Net investment income |
| | | | | (0.04) | ||||||
Total Income from Investment Operations |
0.97 | 1.88 | (0.80) | 2.12 | 4.11 | (6.12) | ||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM: | ||||||||||||
Net investment income |
(0.54) | (1.08) | (1.05) | (1.08) | (0.29) | (0.06) | ||||||
Net realized gains |
| | | | | (0.03) | ||||||
Tax return of capital |
| | (0.03) | | (0.69) | (1.27) | ||||||
Total Distributions to Common Shareholders |
(0.54) | (1.08) | (1.08) | (1.08) | (0.98) | (1.36) | ||||||
CAPITAL SHARE TRANSACTIONS: | ||||||||||||
Preferred share offering costs and sales load charged to paid-in capital |
| | | | | 0.00(1) | ||||||
Total Capital Share Transactions |
| | | | | 0.00(1) | ||||||
Net asset value - end of period |
$15.07 | $14.64 | $13.84 | $15.72 | $14.68 | $11.55 | ||||||
Market price - end of period |
$12.87 | $12.87 | $11.78 | $13.85 | $13.04 | $9.20 | ||||||
Total Investment Return - Net Asset Value:(2) |
7.26% | 15.87% | (3.88)% | 16.21% | 37.93% | (32.68)% | ||||||
Total Investment Return - Market Price:(2) |
4.20% | 19.67% | (7.14)% | 15.27% | 53.82% | (37.48)% | ||||||
RATIOS AND SUPPLEMENTAL DATA: | ||||||||||||
Net assets attributable to common shares, end of period (000s) |
$779,501 | $757,452 | $716,213 | $813,178 | $759,601 | $597,605 | ||||||
Ratios to average net assets attributable to common shareholders: |
||||||||||||
Total expenses |
4.21%(3) | 3.86% | 3.61% | 3.40% | 3.72% | 3.84%(4) | ||||||
Total expenses excluding interest expense and dividends on short sales expense |
2.56%(3) | 2.52% | 2.35% | 2.25% | 2.39% | 2.38%(4) | ||||||
Net investment income/(loss) |
(1.96)%(3) | (0.64)% | 1.04% | 1.74% | 1.19% | 0.80%(4) | ||||||
Preferred share dividends |
N/A | N/A | N/A | N/A | N/A | 0.23% | ||||||
Portfolio turnover rate |
84% | 241% | 193% | 171% | 115% | 224% | ||||||
Borrowings at End of Period | ||||||||||||
Aggregate Amount Outstanding (000s) |
$388,900 | $388,900 | $388,900 | $388,900 | $388,900 | $239,500 | ||||||
Asset Coverage Per $1,000 (000s) |
$3,004 | $2,948 | $2,842 | $3,091 | $2,953 | $3,495 |
* | Based on average shares outstanding. |
(1) | Less than $0.005. |
(2) | Total investment return is calculated assuming a purchase of a common share at the opening on the first day and a sale at the closing on the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at price obtained under the Funds dividend reinvestment plan. Total investment returns do not reflect brokerage commissions on the purchase or sale of the Funds common shares. Total investment returns for less than a full year are not annualized. Past performance is not a guarantee of future results. |
(3) | Annualized. |
(4) | Ratios do not reflect dividend payments to preferred shareholders. |
See Notes to the Financial Statements.
Semi-Annual Report | September 30, 2013 |
31 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING AND OPERATING POLICIES
Clough Global Allocation Fund, Clough Global Equity Fund, and Clough Global Opportunities Fund, (each, a Fund and collectively, the Funds) are closed-end management investment companies registered under the Investment Company Act of 1940 (the 1940 Act). The Funds were organized under the laws of the state of Delaware by an Amended Agreement and Declaration of Trust dated April 27, 2004 and January 25, 2005, respectively for Clough Global Allocation Fund and Clough Global Equity Fund and an Agreement and Declaration of Trust dated January 12, 2006 for Clough Global Opportunities Fund. Each Fund is a non-diversified series with an investment objective to provide a high level of total return. Each Declaration of Trust provides that the Board of Trustees may authorize separate Classes of shares of beneficial interest.
The following is a summary of significant accounting policies followed by the Funds. These policies are in conformity with U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements during the reporting period. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Funds ultimately realize upon sale of the securities. The financial statements have been prepared as of the close of the New York Stock Exchange (NYSE or the Exchange) on September 30, 2013.
The net asset value per share of each Fund is determined no less frequently than daily, on each day that the Exchange is open for trading, as of the close of regular trading on the Exchange (normally 4:00 p.m. New York time). Trading may take place in foreign issues held by the Fund at times when a Fund is not open for business. As a result, each Funds net asset value may change at times when it is not possible to purchase or sell shares of a Fund.
Investment Valuation: Securities held by each Fund for which exchange quotations are readily available are valued at the last sale price, or if no sale price or if traded on the over-the-counter market, at the mean of the bid and asked prices on such day. Most securities listed on a foreign exchange are valued at the last sale price at the close of the exchange on which the security is primarily traded. In certain countries market maker prices are used since they are the most representative of the daily trading activity. Market maker prices are usually the mean between the bid and ask prices. Certain markets are not closed at the time that the Funds prices its portfolio securities. In these situations, snapshot prices are provided by the individual pricing services or other alternate sources at the close of the NYSE as appropriate. Securities not traded on a particular day are valued at the mean between the last reported bid and the asked quotes, or the last sale price when appropriate; otherwise fair value will be determined by the board-appointed fair valuation committee. Debt securities for which the over-the-counter market is the primary market are normally valued on the basis of prices furnished by one or more pricing services or dealers at the mean between the latest available bid and asked prices. As authorized by the Board of Trustees, debt securities (other than short-term obligations) may be valued on the basis of valuations furnished by a pricing service which determines valuations based upon market transactions for normal, institutional-size trading units of securities or a matrix method which considers yield or price of comparable bonds provided by a pricing service. Short-term obligations maturing within 60 days are valued at amortized cost, which approximates value, unless the Board of Trustees determine that under particular circumstances such method does not result in fair value. Over-the-counter options are valued at the mean between bid and asked prices provided by dealers. Financial futures contracts listed on commodity exchanges and exchange-traded options are valued at closing settlement prices. Total return swaps are priced based on valuations provided by a board approved independent third party pricing agent. If a total return swap price cannot be obtained from an independent third party pricing agent the Fund shall seek to obtain a bid price from at least one independent and/or executing broker.
If the price of a security is unavailable in accordance with the aforementioned pricing procedures, or the price of a security is unreliable, e.g., due to the occurrence of a significant event, the security may be valued at its fair value determined by management pursuant to procedures adopted by the Board of Trustees. For this purpose, fair value is the price that a Fund reasonably expects to receive on a current sale of the security. Due to the number of variables affecting the price of a security, however; it is possible that the fair value of a security may not accurately reflect the price that a Fund could actually receive on a sale of the security. As of September 30, 2013, there were no fair valued securities.
A three-tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.
Various inputs are used in determining the value of each Funds investments as of the reporting period end. These inputs are categorized in the following hierarchy under applicable financial accounting standards:
Level 1 |
Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date; | |
Level 2 |
Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and | |
Level 3 |
Significant unobservable prices or inputs (including the Funds own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date. |
32 |
www.cloughglobal.com |
Clough Global Funds | Notes to Financial Statements | |
September 30, 2013 (Unaudited) |
The following is a summary of the inputs used as of September 30, 2013 in valuing each Funds investments carried at value. The Funds recognize transfers between the levels as of the end of the period in which the transfer occurred. There were no transfers between Levels 1 and 2 during the six months ended September 30, 2013.
Clough Global Allocation Fund
Investments in Securities at Value* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets |
||||||||||||||||
Common Stocks |
||||||||||||||||
Consumer Discretionary |
$ | 72,945,409 | $ | | $ | | $ | 72,945,409 | ||||||||
Consumer Staples |
2,866,777 | | | 2,866,777 | ||||||||||||
Energy |
19,022,262 | | | 19,022,262 | ||||||||||||
Financials |
39,248,922 | 1,770,040 | | 41,018,962 | ||||||||||||
Health Care |
41,009,140 | | | 41,009,140 | ||||||||||||
Industrials |
21,446,832 | | | 21,446,832 | ||||||||||||
Information Technology |
21,705,116 | | | 21,705,116 | ||||||||||||
Materials |
5,709,069 | | | 5,709,069 | ||||||||||||
Preferred Stocks |
2,990,522 | | | 2,990,522 | ||||||||||||
Corporate Bonds |
| 5,036,569 | | 5,036,569 | ||||||||||||
Asset/Mortgage Backed Securities |
| 394,426 | | 394,426 | ||||||||||||
Government & Agency Obligations |
9,007,106 | | | 9,007,106 | ||||||||||||
Short-Term Investments |
25,739,416 | | | 25,739,416 | ||||||||||||
TOTAL |
$ | 261,690,571 | $ | 7,201,035 | $ | | $ | 268,891,606 | ||||||||
Other Financial Instruments |
||||||||||||||||
Liabilities |
||||||||||||||||
Written Options |
$ | (199,066) | $ | | $ | | $ | (199,066) | ||||||||
Securities Sold Short |
(66,318,891) | | | (66,318,891) | ||||||||||||
Total Return Swap Contracts** |
| (647,198) | | (647,198) | ||||||||||||
TOTAL |
$ | (66,517,957) | $ | (647,198) | $ | | $ | (67,165,155) | ||||||||
Clough Global Equity Fund |
||||||||||||||||
Investments in Securities at Value* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets |
||||||||||||||||
Common Stocks |
||||||||||||||||
Consumer Discretionary |
$ | 131,824,073 | $ | | $ | | $ | 131,824,073 | ||||||||
Consumer Staples |
5,799,448 | | | 5,799,448 | ||||||||||||
Energy |
35,661,067 | | | 35,661,067 | ||||||||||||
Financials |
70,630,611 | 5,756,743 | | 76,387,354 | ||||||||||||
Health Care |
69,669,276 | | | 69,669,276 | ||||||||||||
Industrials |
38,449,568 | | | 38,449,568 | ||||||||||||
Information Technology |
37,900,497 | | | 37,900,497 | ||||||||||||
Materials |
9,377,334 | | | 9,377,334 | ||||||||||||
Preferred Stocks |
1,096,085 | | | 1,096,085 | ||||||||||||
Corporate Bonds |
| 2,270,900 | | 2,270,900 | ||||||||||||
Government & Agency Obligations |
10,979,300 | | | 10,979,300 | ||||||||||||
Short-Term Investments |
28,901,077 | | | 28,901,077 | ||||||||||||
TOTAL |
$ | 440,288,336 | $ | 8,027,643 | $ | | $ | 448,315,979 | ||||||||
Other Financial Instruments |
||||||||||||||||
Liabilities |
||||||||||||||||
Written Options |
$ | (325,922) | $ | | $ | | $ | (325,922) | ||||||||
Securities Sold Short |
(110,747,811) | | | (110,747,811) | ||||||||||||
Total Return Swap Contracts** |
| (1,067,689) | | (1,067,689) | ||||||||||||
TOTAL |
$ | (111,073,733) | $ | (1,067,689) | $ | | $ | (112,141,422) | ||||||||
Semi-Annual Report | September 30, 2013 |
33 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
Clough Global Opportunities Fund
Investments in Securities at Value* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets |
||||||||||||||||
Common Stocks |
||||||||||||||||
Consumer Discretionary |
$ | 308,429,890 | $ | | $ | | $ | 308,429,890 | ||||||||
Consumer Staples |
12,179,232 | | | 12,179,232 | ||||||||||||
Energy |
80,671,589 | | | 80,671,589 | ||||||||||||
Financials |
165,849,120 | 7,488,755 | | 173,337,875 | ||||||||||||
Health Care |
173,355,399 | | | 173,355,399 | ||||||||||||
Industrials |
90,488,297 | | | 90,488,297 | ||||||||||||
Information Technology |
91,434,923 | | | 91,434,923 | ||||||||||||
Materials |
24,121,400 | | | 24,121,400 | ||||||||||||
Preferred Stocks |
2,741,231 | | | 2,741,231 | ||||||||||||
Corporate Bonds |
| 20,559,020 | | 20,559,020 | ||||||||||||
Government & Agency Obligations |
41,964,651 | | | 41,964,651 | ||||||||||||
Short-Term Investments |
115,752,864 | | | 115,752,864 | ||||||||||||
TOTAL |
$ | 1,106,988,596 | $ | 28,047,775 | $ | | $ | 1,135,036,371 | ||||||||
Other Financial Instruments |
||||||||||||||||
Liabilities |
||||||||||||||||
Written Options |
$ | (827,738) | $ | | $ | | $ | (827,738) | ||||||||
Securities Sold Short |
(278,784,524) | | | (278,784,524) | ||||||||||||
Total Return Swap Contracts** |
| (2,729,338) | | (2,729,338) | ||||||||||||
TOTAL |
$ | (279,612,262) | $ | (2,729,338) | $ | | $ | (282,341,600) | ||||||||
* | For detailed industry descriptions, see the accompanying Statements of Investments. |
** | Swap contracts are reported at their unrealized appreciation/(depreciation) at measurement date, which represents the change in the contracts value from trade date. |
In the event a board approved independent pricing service is unable to provide an evaluated price for a security or Clough Capital Partners L.P. (the advisor) believes the price provided is not reliable, securities of each Fund may be valued at fair value as described above. In these instances the advisor may seek to find an alternative independent source, such as a broker/dealer to provide a price quote, or by using evaluated pricing models similar to the techniques and models used by the independent pricing service. These fair value measurement techniques may utilize unobservable inputs (Level 3).
On a monthly basis, the Fair Value Committee of each Fund meets and discusses securities that have been fair valued during the preceding month in accordance with the Funds Fair Value Procedures and reports quarterly to the Board of Trustees on the results of those meetings.
For the period ended September 30, 2013, the Funds did not have significant unobservable inputs (Level 3) used in determining fair value. Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.
Foreign Securities: Each Fund may invest a portion of its assets in foreign securities. In the event that a Fund executes a foreign security transaction, the Fund will generally enter into a forward foreign currency contract to settle the foreign security transaction. Foreign securities may carry more risk than U.S. securities, such as political, market and currency risks.
The accounting records of each Fund are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange at period end. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions.
The effect of changes in foreign currency exchange rates on investments is reported with all other foreign currency realized and unrealized gains and losses in the Funds Statements of Operations.
A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. Each Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to a Fund include the potential inability of the counterparty to meet the terms of the contract.
34 |
www.cloughglobal.com |
Clough Global Funds | Notes to Financial Statements | |
September 30, 2013 (Unaudited) |
The net U.S. dollar value of foreign currency underlying all contractual commitments held by a Fund and the resulting unrealized appreciation or depreciation are determined using prevailing forward foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Funds Statements of Assets and Liabilities as a receivable or a payable and in the Funds Statements of Operations with the change in unrealized appreciation or depreciation on translation of assets and liabilities denominated in foreign currencies. These spot contracts are used by the broker to settle investments denominated in foreign currencies.
A Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statements of Operations.
Short Sales: Each Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which a Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of the short sale.
Each Funds obligation to replace the borrowed security will be secured by collateral deposited with the broker-dealer, usually cash, U.S. government securities or other liquid securities. Each Fund will also be required to designate on its books and records similar collateral with its custodian to the extent, if any, necessary so that the aggregate collateral value is at all times at least equal to the current market value of the security sold short. The cash amount is reported on the Statements of Assets and Liabilities as Deposit with broker for securities sold short. The market value of securities held as collateral for securities sold short as of September 30, 2013, was $25,337,886, $44,564,694 and $88,804,368 for Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund, respectively. Each Fund is obligated to pay interest to the broker for any debit balance of the margin account relating to short sales. The interest incurred on the Funds for the six months ended September 30, 2013 is reported on the Statements of Operations as Interest expense margin account. Interest amounts payable by the Funds as of September 30, 2013 are reported on the Statements of Assets and Liabilities as Interest payable margin account.
Each Fund may also sell a security short if it owns at least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box). In a short sale against-the-box, the short seller is exposed to the risk of being forced to deliver stock that it holds to close the position if the borrowed stock is called in by the lender, which would cause gain or loss to be recognized on the delivered stock. Each Fund expects normally to close its short sales against-the-box by delivering newly acquired stock.
Derivatives Instruments and Hedging Activities: The following discloses the Funds use of derivative instruments and hedging activities.
The Funds investment objectives not only permit the Funds to purchase investment securities, they also allow the Funds to enter into various types of derivative contracts, including, but not limited to, purchased and written options, swaps, futures and warrants. In doing so, the Funds will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct purchases or sales of securities capable of affecting a similar response to market factors.
Market Risk Factors: In pursuit of their investment objectives, certain Funds may seek to use derivatives to increase or decrease their exposure to the following market risk factors:
Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Risk of Investing in Derivatives: The Funds use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Funds are using derivatives to decrease or hedge exposures to market risk factors for securities held by the Funds, there are also risks that those derivatives may not perform as expected, resulting in losses for the combined or hedged positions.
Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Funds to increase their market value exposure relative to their net assets and can substantially increase the volatility of the Funds performance.
Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Funds. Typically, the associated risks are not the risks that the Funds are attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.
Semi-Annual Report | September 30, 2013 |
35 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
Examples of these associated risks are liquidity risk, which is the risk that the Funds will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Funds. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Each Fund may acquire put and call options and options on stock indices and enter into stock index futures contracts, certain credit derivatives transactions and short sales in connection with its equity investments. In connection with a Funds investments in debt securities, it may enter into related derivatives transactions such as interest rate futures, swaps and options thereon and certain credit derivatives transactions. Derivatives transactions of the types described above subject a Fund to increased risk of principal loss due to imperfect correlation or unexpected price or interest rate movements. Each Fund also will be subject to credit risk with respect to the counterparties to the derivatives contracts purchased by a Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivatives contract due to financial difficulties, each Fund may experience significant delays in obtaining any recovery under the derivatives contract in a bankruptcy or other reorganization proceeding. Each Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
Option Writing/Purchasing: Each Fund may purchase or write (sell) put and call options. One of the risks associated with purchasing an option among others, is that a Fund pays a premium whether or not the option is exercised. Additionally, a Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. Each Fund is obligated to pay interest to the broker for any debit balance of the margin account relating to options. The interest incurred on the Funds for the six months ended September 30, 2013 is reported on the Statements of Operations as Interest expense margin account. Interest amounts payable by the Funds as of September 30, 2013 are reported on the Statements of Assets and Liabilities as Interest payable margin account.
When a Fund writes an option, an amount equal to the premium received by a Fund is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by a Fund on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is recorded as a realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether a Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by a Fund. Each Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.
Written option activity for the six months ended September 30, 2013 was as follows:
Clough Global Allocation Fund
Written Call Options | Written Put Options | |||||||||||||||
Contracts | Premiums | Contracts | Premiums | |||||||||||||
Outstanding, March 31, 2013 |
| $ | | | $ | | ||||||||||
Positions opened |
1,920 | 200,020 | | | ||||||||||||
Outstanding, September 30, 2013 |
1,920 | $ | 200,020 | | $ | | ||||||||||
Value, September 30, 2013 |
$ | (199,066) | $ | | ||||||||||||
Clough Global Equity Fund |
||||||||||||||||
Written Call Options | Written Put Options | |||||||||||||||
Contracts | Premiums | Contracts | Premiums | |||||||||||||
Outstanding, March 31, 2013 |
| $ | | | $ | | ||||||||||
Positions opened |
3,208 | 328,254 | | | ||||||||||||
Outstanding, September 30, 2013 |
3,208 | $ | 328,254 | | $ | | ||||||||||
Value, September 30, 2013 |
$ | (325,922) | $ | | ||||||||||||
Clough Global Opportunities Fund |
||||||||||||||||
Written Call Options | Written Put Options | |||||||||||||||
Contracts | Premiums | Contracts | Premiums | |||||||||||||
Outstanding, March 31, 2013 |
| $ | | | $ | | ||||||||||
Positions opened |
10,024 | 1,040,481 | | | ||||||||||||
Closed |
(2,000) | (205,920) | | | ||||||||||||
Outstanding, September 30, 2013 |
8,024 | $ | 834,561 | | $ | | ||||||||||
Value, September 30, 2013 |
$ | (827,738) | $ | |
36 |
www.cloughglobal.com |
Clough Global Funds | Notes to Financial Statements | |
September 30, 2013 (Unaudited) |
Swaps: During the period each Fund engaged in total return swaps. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. Each Fund may utilize swap agreements as a means to gain exposure to certain assets and/or to hedge or protect the Fund from adverse movements in securities prices or interest rates. Each Fund is subject to equity risk and interest rate risk in the normal course of pursuing its investment objective through investments in swap contracts. Swap agreements entail the risk that a party will default on its payment obligation to a Fund. If the other party to a swap defaults, a Fund would risk the loss of the net amount of the payments that it contractually is entitled to receive. If each Fund utilizes a swap at the wrong time or judges market conditions incorrectly, the swap may result in a loss to the Fund and reduce the Funds total return.
Total return swaps involve an exchange by two parties in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains over the payment period. A Funds maximum risk of loss from counterparty risk or credit risk is the discounted value of the payments to be received from/paid to the counterparty over the contracts remaining life, to the extent that the amount is positive. The risk is mitigated by having a netting arrangement between a Fund and the counterparty and by the posting of collateral to a Fund to cover the Funds exposure to the counterparty.
International Swaps and Derivatives Association, Inc. Master Agreements (ISDA Master Agreements) govern OTC financial derivative transactions entered into by a Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to early terminate could be material to the financial statements.
During the six months ended September 30, 2013, the Funds invested in swap agreements consistent with the Funds investment strategies to gain exposure to certain markets or indices.
Warrants: Each Fund may purchase or otherwise receive warrants or rights. Warrants and rights generally give the holder the right to receive, upon exercise, a security of the issuer at a set price. Funds typically use warrants and rights in a manner similar to their use of purchased options on securities, as described in options above. Risks associated with the use of warrants and rights are generally similar to risks associated with the use of purchased options. However, warrants and rights often do not have standardized terms, and may have longer maturities and may be less liquid than exchange-traded options. In addition, the terms of warrants or rights may limit each Funds ability to exercise the warrants or rights at such times and in such quantities as each Fund would otherwise wish. Each Fund held no rights or warrants at the end of the period.
The effect on derivatives instruments on each Funds Statements of Assets and Liabilities as of September 30, 2013:
Liability Derivatives | ||||||
Risk Exposure | Statements of Assets and Liabilities Location | Fair Value | ||||
Clough Global Allocation Fund |
||||||
Equity Contracts (Written Options) |
Written Options, at value | $ | (199,066 | ) | ||
Equity Contracts (Total Return Swap Contracts) |
Unrealized depreciation on total return swap contracts | (647,198 | ) | |||
Total |
$ | (846,264 | ) | |||
Clough Global Equity Fund |
||||||
Equity Contracts (Written Options) |
Written Options, at value | $ | (325,922 | ) | ||
Equity Contracts (Total Return Swap Contracts) |
Unrealized depreciation on total return swap contracts | (1,067,689 | ) | |||
Total |
$ | (1,393,611 | ) | |||
Clough Global Opportunities Fund |
||||||
Equity Contracts (Written Options) |
Written Options, at value | $ | (827,738 | ) | ||
Equity Contracts (Total Return Swap Contracts) |
Unrealized depreciation on total return swap contracts | (2,729,338 | ) | |||
Total |
$ | (3,557,076 | ) | |||
Semi-Annual Report | September 30, 2013 |
37 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
The effect of derivatives instruments on each Funds Statements of Operations for the six months ended September 30, 2013:
Risk Exposure | Statements of Operations Location | Realized Gain/(Loss) |
Change
in Unrealized Apprecation/ (Deprecation) on Derivatives Recognized in Income |
|||||||
Clough Global Allocation Fund |
||||||||||
Equity Contracts |
Net realized gain/(loss) on written option contracts/Net change in unrealized/(deprecation) on written option contracts |
$ | | $ | 954 | |||||
Equity Contracts |
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(deprecation) on total return swap contracts |
(328,501) | (78,664) | |||||||
Total |
$ | (328,501) | $ | (77,710) | ||||||
Clough Global Equity Fund |
||||||||||
Equity Contracts |
Net realized gain/(loss) on written option contracts/Net change in unrealized/(deprecation) on written option contracts |
$ | | $ | 2,332 | |||||
Equity Contracts |
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(deprecation) on total return swap contracts |
(638,611) | 132,266 | |||||||
Total |
$ | (638,611) | $ | 134,598 | ||||||
Clough Global Opportunities Fund |
||||||||||
Equity Contracts |
Net realized gain/(loss) on written option contracts/Net change in unrealized/(deprecation) on written option contracts |
$ | (1,141,278) | $ | 6,823 | |||||
Equity Contracts |
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(deprecation) on total return swap contracts |
(1,391,172) | (327,973) | |||||||
Equity Contracts |
Net realized loss on investment securities/Net change in unrealized/(depreciation) on investment securities |
1,825,926 | (66,096) | |||||||
Total |
$ | (706,524) | $ | (387,246) | ||||||
The average purchased and written option contracts volume and the average purchased and written option contracts notional volume during the six months ended September 30, 2013 is noted below for each of the Funds.
Fund | Average Purchased |
Average Purchased Option |
Average Written Option |
Average Written Option |
||||||||||||
Clough Global Allocation Fund |
| $ | | 320 | $ | 1,460,894 | ||||||||||
Clough Global Equity Fund |
| $ | | 535 | $ | 2,388,281 | ||||||||||
Clough Global Opportunities Fund |
1,000 | $ | 4,141,667 | 2,337 | $ | 10,252,898 |
The average total return swap contracts volume and the average total return swap contracts notional volume during the six months ended September 30, 2013 is noted below for each of the Funds.
Fund | Average Swap Contract Notional Volume | |||
Clough Global Allocation Fund |
$ 3,096,439 | |||
Clough Global Equity Fund |
$ 5,669,446 | |||
Clough Global Opportunities Fund |
$ 13,079,591 |
Certain derivative contracts are executed under either standardized netting agreements or, for exchange-traded derivatives, the relevant contracts for a particular exchange which contain enforceable netting provisions. A derivative netting arrangement creates an enforceable right of set-off that becomes effective, and affects the realization of settlement on individual assets, liabilities and collateral amounts, only following a specified event of default or early termination. Default events may include the failure to make payments or deliver securities timely, material adverse changes in financial condition or insolvency, the breach of minimum regulatory capital requirements, or loss of license, charter or other legal authorization necessary to perform under the contract.
38 |
www.cloughglobal.com |
Clough Global Funds | Notes to Financial Statements | |
September 30, 2013 (Unaudited) |
Clough Global Allocation Fund
Offsetting of Derivatives Liabilities
September 30, 2013
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||
Description | Gross Amounts of Recognized Liabilities |
Gross Amounts Offset in the Statement of Financial Position |
Net Amounts Presented in the Statement of Financial Position |
Financial Instruments |
Cash Collateral Pledged |
Net Amount | ||||||
Total Return Swap Contracts |
$(647,198) | $ | $(647,198) | $ | $647,198 | $ | ||||||
Total |
$(647,198) | $ | $(647,198) | $ | $647,198 | $ | ||||||
Clough Global Equity Fund
Offsetting of Derivatives Liabilities
September 30, 2013
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||
Description | Gross Amounts of Recognized Liabilities |
Gross Amounts Offset in the Statement of Financial Position |
Net Amounts Presented in the Statement of Financial Position |
Financial Instruments |
Cash Collateral Pledged |
Net Amount | ||||||
Total Return Swap Contracts |
$(1,067,689) | $ | $(1,067,689) | $ | $1,067,689 | $ | ||||||
Total |
$(1,067,689) | $ | $(1,067,689) | $ | $1,067,689 | $ |
Clough Global Opportunities Fund
Offsetting of Derivatives Liabilities
September 30, 2013
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||
Description | Gross Amounts of Recognized Liabilities |
Gross Amounts Offset in the Statement of Financial Position |
Net Amounts Presented in the Statement of Financial Position |
Financial Instruments |
Cash Collateral Pledged |
Net Amount | ||||||
Total Return Swap Contracts |
$(2,729,338) | $ | $(2,729,338) | $ | $2,729,338 | $ | ||||||
Total |
$(2,729,338) | $ | $(2,729,338) | $ | $2,729,338 | $ | ||||||
Income Taxes: Each Funds policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. As of and during the six months ended September 30, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds file U.S. federal, state, and local tax returns as required. The Funds tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Distributions to Shareholders: Each Fund intends to make a level dividend distribution each quarter to Common Shareholders after payment of interest on any outstanding borrowings. The level dividend rate may be modified by the Board of Trustees from time to time. Any net capital gains earned by a Fund are distributed at least annually to the extent necessary to avoid federal income and excise taxes. Distributions to shareholders are recorded by each Fund on the ex-dividend date. Each Fund has received approval from the Securities and Exchange Commission (the Commission) for exemption from Section 19(b) of the 1940 Act, and Rule 19b-1 there under permitting each Fund to make periodic distributions of long-term capital gains, provided that the distribution policy of a fund with respect to its Common Shares calls for periodic (e.g. quarterly/monthly) distributions in an amount equal to a fixed percentage of each Funds average net asset value over a specified period of time or market price per common share at or about the time of distributions or pay-out of a level dollar amount.
Semi-Annual Report | September 30, 2013 |
39 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
Securities Transactions and Investment Income: Investment security transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Certain dividend income from foreign securities will be recorded, in the exercise of reasonable diligence, as soon as a Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date and may be subject to withholding taxes in these jurisdictions. Interest income, which includes amortization of premium and accretion of discount, is recorded on the accrual basis. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the highest cost basis for both financial reporting and income tax purposes.
Counterparty Risk: Each of the Funds run the risk that the issuer or guarantor of a fixed income security, the counterparty to an over-the-counter derivatives contract, a borrower of each Funds securities or the obligor of an obligation underlying an asset-backed security will be unable or unwilling to make timely principal, interest, or settlement payments or otherwise honor its obligations. In addition, to the extent that each of the Funds use over-the-counter derivatives, and/or has significant exposure to a single counterparty, this risk will be particularly pronounced for each of the Funds.
Other Risk Factors: Investing in the Funds may involve certain risks including, but not limited to, the following:
Unforeseen developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the Funds. These events may have adverse effects on the Funds such as a decline in the value and liquidity of many securities held by the Funds, and a decrease in net asset value. Such unforeseen developments may limit or preclude the Funds ability to achieve their investment objective.
Investing in stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the securities held by the Funds to be subject to larger short-term declines in value.
The Funds may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the Funds to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Investments in securities of non-U.S. issuers have unique risks not present in securities of U.S. issuers, such as greater price volatility and less liquidity. At September 30, 2013, Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund each had a significant concentration of their investment securities in companies based in the United States 91.84%, 89.21% and 93.03% of net assets, respectively.
Fixed income securities are subject to credit risk, which is the possibility that a security could have its credit rating downgraded or that the issuer of the security could fail to make timely payments or default on payments of interest or principal. Additionally, fixed income securities are subject to interest rate risk, meaning the decline in the price of debt securities that accompanies a rise in interest rates. Bonds with longer maturities are subject to greater price fluctuations than bonds with shorter maturities.
The Funds invest in bonds which are rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.
New Accounting Pronouncement: In June 2013, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2013-08, Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The FASB standard identifies characteristics a company must assess to determine whether is considered an investment company for financial reporting purposes. This ASU is effective for fiscal years beginning after December 15, 2013. The Funds believe the adoption of this ASU will not have a material impact on the financial statements.
2. TAXES
Classification of Distributions: Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Funds.
The tax character of the distributions paid by the Funds during year ended March 31, 2013 were as follows:
Distributions Paid From: | Clough Global Allocation Fund | Clough Global Equity Fund | Clough Global Opportunities Fund | |||||||||
Ordinary Income |
$ | 9,391,145 | $ | 15,521,413 | $ | 55,875,807 | ||||||
Long-Term Capital Gains |
3,130,382 | 5,173,804 | | |||||||||
Total |
$ | 12,521,527 | $ | 20,695,217 | $ | 55,875,807 | ||||||
40 |
www.cloughglobal.com |
Clough Global Funds | Notes to Financial Statements | |
September 30, 2013 (Unaudited) |
Tax Basis of Investments: Net unrealized appreciation/(depreciation) of investments based on federal tax cost as of September 30, 2013, were as follows:
Clough Global Allocation Fund |
Clough Global Equity Fund |
Clough Global Opportunities Fund |
||||||||||
Gross appreciation (excess of value over tax cost) |
$ | 30,053,133 | $ | 57,128,420 | $ | 135,616,411 | ||||||
Gross depreciation (excess of tax cost over value) |
(4,602,575 | ) | (7,418,689 | ) | (16,786,893 | ) | ||||||
Net unrealized appreciation |
$ | 25,450,558 | $ | 49,709,731 | $ | 118,829,518 | ||||||
Cost of investments for income tax purposes |
$ | 243,441,048 | $ | 398,606,248 | $ | 1,016,206,853 | ||||||
3. CAPITAL TRANSACTIONS
Common Shares: There are an unlimited number of no par value common shares of beneficial interest authorized for each Fund.
Transactions in common shares were as follows:
Clough Global Allocation Fund | Clough Global Equity Fund | Clough Global Opportunities Fund |
||||||||||||||||||||||
|
For the Six Months Ended September 30, 2013 |
For the Year Ended |
For the Six Months |
For the Year Ended |
For the Six Months |
For the Year Ended |
||||||||||||||||||
Common Shares Outstanding - beginning of period |
10,434,606 | 10,434,606 | 17,840,705 | 17,840,705 | 51,736,859 | 51,736,859 | ||||||||||||||||||
Common Shares Issued as reinvestment of dividends |
| | | | | | ||||||||||||||||||
Common Shares Outstanding - end of period |
10,434,606 | 10,434,606 | 17,840,705 | 17,840,705 | 51,736,859 | 51,736,859 |
4. PORTFOLIO SECURITIES
Purchases and sales of investment securities, other than short-term securities, for the six months ended September 30, 2013, are listed in the table below.
Fund | Cost of Investments Purchased |
Proceeds From Investments Sold |
Purchases of Long-Term U.S. Government Obligations |
Proceeds from Sales of Long-Term U.S. Government Obligations |
||||||||||||
Clough Global Allocation Fund |
$ | 183,077,738 | $ | 176,479,361 | $ | 19,112,736 | $ | 49,843,282 | ||||||||
Clough Global Equity Fund |
300,418,410 | 306,950,746 | 20,182,830 | 54,068,600 | ||||||||||||
Clough Global Opportunities Fund |
768,823,063 | 764,679,422 | 88,941,314 | 214,154,485 |
5. INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS
Clough Capital Partners L.P. (Clough) serves as each Funds investment adviser pursuant to an Investment Advisory Agreement (each an Advisory Agreement and collectively, the Advisory Agreements) with each Fund. As compensation for its services to the Fund, Clough receives an annual investment advisory fee of 0.70%, 0.90% and 1.00% based on Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds, respectively, average daily total assets, computed daily and payable monthly. ALPS Fund Services, Inc. (ALPS) serves as each Funds administrator pursuant to an Administration, Bookkeeping and Pricing Services Agreement with each Fund. As compensation for its services to the Fund, ALPS receives an annual administration fee of 0.285%, 0.32%, and 0.32% based on Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds, respectively, average daily total assets, computed daily and payable monthly. ALPS will pay all expenses incurred by each Fund, with the exception of advisory fees, trustees fees, portfolio transaction expenses, litigation expenses, taxes, expenses of conducting repurchase offers for the purpose of repurchasing fund shares, interest on margin accounts, interest on loans, dividends on short sales, and extraordinary expenses.
Both Clough and ALPS are considered to be affiliates of the Funds as defined in the 1940 Act.
6. COMMITTED FACILITY AGREEMENT AND LENDING AGREEMENT
In January 2009, each Fund entered into a financing package that includes a Committed Facility Agreement (the Agreement), as amended in September 2012, with BNP Paribas Prime Brokerage, Inc. (BNP) that allowed each Fund to borrow funds. Each Fund is currently borrowing the maximum commitment covered by the agreement. Borrowings under the Agreement are secured by assets of each Fund that are held by a Funds custodian in a separate account (the pledged collateral) valued at $175,679,092, $297,272,507 and $753,985,814 for Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund, respectively. Each Fund may, with 30 days notice, reduce the Maximum Commitment Financing (Initial Limit amount plus the increased borrowing amount in excess of the Initial Limit) to a lesser amount if drawing on the full amount
Semi-Annual Report | September 30, 2013 |
41 |
Notes to Financial Statements | Clough Global Funds | |
September 30, 2013 (Unaudited) |
would result in a violation of the applicable asset coverage requirement of Section 18 of the 1940 Act. Interest is charged at the three month LIBOR (London Inter-bank Offered Rate) plus 0.75% on the amount borrowed and 0.65% on the undrawn balance. Each Fund also pays a one-time arrangement fee of 0.25% on (i) the Initial Limit and (ii) any increased borrowing amount in the excess of the Initial Limit, paid in monthly installments for the six months immediately following the date on which borrowings were drawn by the Fund. For the six months ended September 30, 2013 the average borrowings outstanding for Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund under the agreement were $89,800,000, $147,000,000 and $388,900,000, respectively, and the average interest rate for the borrowings was 1.02%. As of September 30, 2013, the outstanding borrowings for Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund were $89,800,000, $147,000,000 and $388,900,000, respectively. The interest rate applicable to the borrowings of Clough Global Allocation Fund, Clough Global Equity Fund and Clough Global Opportunities Fund on September 30, 2013 was 1.00%.
The Lending Agreement is a separate side-agreement between each Fund and BNP pursuant to which BNP may borrow a portion of the pledged collateral (the Lent Securities) in an amount not to exceed the outstanding borrowings owed by a Fund to BNP under the Agreement. The Lending Agreement is intended to permit each Fund to significantly reduce the cost of its borrowings under the Agreement. BNP has the ability to reregister the Lent Securities in its own name or in another name other than the Fund to pledge, re-pledge, sell, lend or otherwise transfer or use the collateral with all attendant rights of ownership. (It is each Funds understanding that BNP will perform due diligence to determine the creditworthiness of any party that borrows Lent Securities from BNP.) Each Fund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible securities within the pledged collateral in an amount equal to the outstanding borrowing owed by a Fund. During the period in which the Lent Securities are outstanding, BNP must remit payment to each Fund equal to the amount of all dividends, interest or other distributions earned or made by the Lent Securities.
Under the terms of the Lending Agreement, the Lent Securities are marked to market daily, and if the value of the Lent Securities exceeds the value of the then-outstanding borrowings owed by a Fund to BNP under the Agreement (the Current Borrowings), BNP must, on that day, either (1) return Lent Securities to each Funds custodian in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings; or (2) post cash collateral with each Funds custodian equal to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform either of these actions as required, each Fund will recall securities, as discussed below, in an amount sufficient to cause the value of the outstanding Lent Securities to equal the Current Borrowings. Each Fund can recall any of the Lent Securities and BNP shall, to the extent commercially possible, return such security or equivalent security to each Funds custodian no later than three business days after such request. If a Fund recalls a Lent Security pursuant to the Lending Agreement, and BNP fails to return the Lent Securities or equivalent securities in a timely fashion, BNP shall remain liable for the ultimate delivery to each Funds custodian of such Lent Securities, or equivalent securities, and for any buy-in costs that the executing broker for the sales transaction may impose with respect to the failure to deliver. Each Fund shall also have the right to apply and set- off an amount equal to one hundred percent (100%) of the then-current fair market value of such Lent Securities against the Current Borrowings.
The Board of Trustees has approved each Agreement and the Lending Agreement. No violations of the Agreement or the Lending Agreement have occurred during the six months ended September 30, 2013.
Each Fund receives income from BNP based on the value of the Lent Securities. This income is recorded as Hypothecated securities income on the Statements of Operations. The interest incurred on borrowed amounts is recorded as Interest on Loan in the Statements of Operations, a part of Total Expenses.
7. OTHER
The Independent Trustees of each Fund receive from each Fund a quarterly retainer of $3,500 and an additional $1,500 for each board meeting attended. The Chairman of the Board of Trustees of each Fund receives a quarterly retainer from each Fund of $4,200 and an additional $1,800 for each board meeting attended. The Chairman of the Audit Committee of each Fund receives a quarterly retainer from each Fund of $3,850 and an additional $1,650 for each board meeting attended.
Effective December 9, 2013, State Street Bank and Trust Company (State Street) will become each Funds custodian pursuant to a custodian agreement dated June 13, 2013 and effective December 9, 2013 between State Street and each Fund (collectively, the Custodian Agreements). The Board of Trustees has approved the Custodian Agreements.
Effective December 9, 2013 DST Systems, Inc. (DST) will become each Funds stock transfer agent pursuant to an agency agreement dated June 13, 2013 and effective December 9, 2013 between DST and each Fund (collectively, the Stock Transfer Agency Agreements). The Board of Trustees has approved the Stock Transfer Agency Agreements.
42 |
www.cloughglobal.com |
Clough Global Funds | Dividend Reinvestment Plan | |
September 30, 2013 (Unaudited) |
Unless the registered owner of Common Shares elects to receive cash by contacting DST Systems, Inc. (the Plan Administrator), all dividends declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in each Funds Dividend Reinvestment Plan (the Plan), in additional Common Shares. Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. You may elect not to participate in the Plan and to receive all dividends in cash by contacting the Plan Administrator, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may reinvest that cash in additional Common Shares for you. If you wish for all dividends declared on your Common Shares to be automatically reinvested pursuant to the Plan, please contact your broker.
The Plan Administrator will open an account for each Common Shareholder under the Plan in the same name in which such Common Shareholders Common Shares are registered. Whenever a Fund declares a dividend or other distribution (together, a Dividend) payable in cash, nonparticipants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Administrator for the participants accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from a Fund (Newly Issued Common Shares) or (ii) by purchase of outstanding Common Shares on the open market (OpenMarket Purchases) on the American Stock Exchange or elsewhere. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the net asset value per Common Share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participants account will be determined by dividing the dollar amount of the Dividend by the net asset value per Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Administrator will invest the Dividend amount in Common Shares acquired on behalf of the participants in OpenMarket Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an exdividend basis or 30 days after the payment date for such Dividend, whichever is sooner (the Last Purchase Date), to invest the Dividend amount in Common Shares acquired in OpenMarket Purchases. If, before the Plan Administrator has completed its OpenMarket Purchases, the market price per Common Share exceeds the net asset value per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to OpenMarket Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in OpenMarket Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making OpenMarket Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per Common Share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per Common Share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.
The Plan Administrator maintains all shareholders accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of Common Shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholders name and held for the account of beneficial owners who participate in the Plan.
There will be no brokerage charges with respect to Common Shares issued directly by a Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with OpenMarket Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage commissions.
Each Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, each Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All correspondence or questions concerning the Plan should be directed to the Plan Administrator, DST Systems, Inc., 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105. Prior to December 9, 2013, Computershare served as the plan administrator. Prior to December 9, 2013, all correspondence or questions concerning the Plan should be directed to Computershare, P.O. Box 358035, Pittsburgh, PA 15252-8035.
Semi-Annual Report | September 30, 2013 |
43 |
Additional Information | Clough Global Funds | |
September 30, 2013 (Unaudited) |
FUND PROXY VOTING POLICIES & PROCEDURES
Each Funds policies and procedures used in determining how to vote proxies relating to portfolio securities are available on the Funds website at http://www.cloughglobal.com. Information regarding how each Fund voted proxies relating to portfolio securities held by each Fund for the period ended June 30, are available without charge, upon request, by contacting the Funds at 1-877-256-8445 and on the Commissions website at http://www.sec.gov.
The Funds file their complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form NQ within 60 days after the end of the period. Copies of the Funds Form NQ are available without a charge, upon request, by contacting the Funds at 18772568445 and on the Commissions website at http://www.sec.gov. You may also review and copy Form NQ at the Commissions Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call the Commission at 1800SEC0330.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that each Fund may purchase at market prices from time to time shares of its common stock in the open market.
On July 15, 2013, the Funds held their annual meeting of Shareholders for the purpose of voting on a proposal to re-elect Trustees of the Funds. The results of the proposal for each Fund were as follows:
Proposal: To re-elect the following trustees to the Clough Global Allocation Fund Board.
Edmund J. Burke | John F. Mee | Vincent W. Versaci | ||||||||||||
For |
8,583,806 | 8,582,987 | 8,583,790 | |||||||||||
Withheld |
410,772 | 411,591 | 410,788 |
Proposal: To re-elect the following trustees to the Clough Global Equity Fund Board.
Robert L. Butler | James E. Canty | Richard C. Rantzow | Vincent W. Versaci | |||||||||||||||
For |
14,140,762 | 14,157,658 | 14,157,676 | 14,156,858 | ||||||||||||||
Withheld |
803,005 | 786,109 | 786,091 | 786,909 |
Proposal: To re-elect the following trustees to the Clough Global Opportunities Fund Board.
Adam D. Crescenzi | Jerry G. Rutledge | Vincent W. Versaci | ||||||||||||
For |
43,530,728 | 43,578,750 | 43,521,771 | |||||||||||
Withheld |
1,370,820 | 1,322,798 | 1,379,777 |
SECTION 19(A) NOTICES
The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted there under. Each Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the fiscal year-to-date cumulative distribution amount per share for the Fund.
The amounts and sources of distributions reported in these 19(a) notices are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
44 |
www.cloughglobal.com |
Clough Global Funds | Additional Information | |
September 30, 2013 (Unaudited) |
Total Cumulative Distributions for the period ended September 30, 2013 |
% Breakdown of the Total Cumulative Distributions for the period ended September 30, 2013 |
|||||||||||||||||||||||||||||||
Net Investment Income |
Net Realized Capital |
Return Capital |
Total Per Common Share |
Net Investment Income |
Net Realized Capital Gains |
Return Capital |
Total Per Common Share |
|||||||||||||||||||||||||
Clough Global Allocation Fund |
$ | 0.0000 | $ | 0.5810 | $ | 0.0190 | $ | 0.6000 | 0.00 | % | 96.83 | % | 3.17 | % | 100.00 | % | ||||||||||||||||
Clough Global Equity Fund |
$ | 0.0000 | $ | 0.5800 | $ | 0.0000 | $ | 0.5800 | 0.00 | % | 100.00 | % | 0.00 | % | 100.00 | % |
Each Funds dividend policy is to distribute all or a portion of its net investment income to its shareholders on a quarterly basis. In order to provide shareholders with a more stable level of dividend distributions, each Fund may at times pay out less than the entire amount of net investment income earned in any particular quarter and may at times in any particular quarter pay out such accumulated but undistributed income in addition to net investment income earned in that quarter. As a result, the dividends paid by each Fund for any particular quarter may be more or less than the amount of net investment income earned by the Fund during such quarter. Each Funds current accumulated but undistributed net investment income, if any, is disclosed in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.
Semi-Annual Report | September 30, 2013 |
45 |
Investment Advisory Agreement Approval | Clough Global Funds | |
September 30, 2013 (Unaudited) |
On June 13, 2013, the Board of Trustees of each Fund met in person to, among other things, review and consider the renewal of the Advisory Agreements. In its consideration of the Advisory Agreements, the Trustees, including the non-interested Trustees, considered in general the nature, quality and scope of services to be provided by Clough.
Prior to the beginning of their review of the Advisory Agreements, counsel to the Funds, who also serves as independent counsel to the non-interested Trustees, discussed with the Trustees their fiduciary responsibilities in general and also specifically with respect to the renewal of the Advisory Agreements.
Representatives from Clough presented Cloughs materials regarding consideration of renewal of the Advisory Agreements. The Board noted that included in the Board materials were responses by Clough to a questionnaire drafted by legal counsel to the Funds to assist the Board in evaluating whether to renew the Advisory Agreements (the 15(c) Materials). The Board noted that the 15(c) Materials were extensive, and included information relating to: each Funds investment results; portfolio composition; advisory fee and expense comparisons; financial information regarding Clough; descriptions such as compliance monitoring and portfolio trading practices; information about the personnel providing investment management services to the Funds; and the nature of services provided under the Advisory Agreements.
The Board reviewed the organizational structure of Clough and the qualifications of Clough and its principals to act as each Funds investment adviser. The Board considered the professional experience of the portfolio managers, including the biographies of Eric A. Brock, James E. Canty and Charles I. Clough, Jr., Partners at Clough and portfolio managers of the Funds, as well as Robert Zdunczyk, portfolio manager of the Clough Global Allocation Fund and Clough Global Opportunities Fund, emphasizing that Messrs. Brock, Canty, Clough and Zdunczyk each had substantial experience as an investment professional. The Trustees, all of whom currently serve as Trustees for the Funds, acknowledged their familiarity with the expertise and standing in the investment community of Messrs. Brock, Canty, Clough and Zdunczyk, and their satisfaction with the expertise of Clough and the services provided by Clough to the Funds. The Trustees concluded that the portfolio management team was well qualified to serve the Funds in those functions.
The Board next reviewed Cloughs procedures relating to compliance and oversight with respect to Cloughs brokerage allocation and soft dollar policies. The Trustees noted that Cloughs order management systems contain pre-trade compliance functions that review each trade against certain of the Funds investment restrictions and applicable 1940 Act and Internal Revenue Code restrictions, and noted the efforts that Cloughs Chief Compliance Officer will undertake to summarize monthly for Cloughs management, and quarterly for the Trustees, any violations that may occur, as well as any other violations detected through the manual monitoring that supplements the order management systems testing. The Board noted the recent addition of certain personnel by Clough. The Board discussed with representatives from Clough the various other investment products managed by Clough other than the Funds. The Board also noted the adequacy of Cloughs facilities. The Trustees concluded that Clough appeared to have adequate procedures and personnel in place to ensure compliance by Clough with applicable law and with each Funds investment objectives and restrictions.
The Board next reviewed the terms of the Advisory Agreements, noting that Clough would receive a fee of 0.70%, 0.90% and 1.00% based on Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds, respectively, average daily total assets. The Trustees reviewed the fees charged by Clough to other clients for which it provides comparable services. The Trustees then reviewed Cloughs income statement for the year ended December 31, 2012, and its balance sheet as of that date. The Trustees further reviewed a profit and loss analysis as it relates to Cloughs advisory business and compared the profitability analysis to that provided by Clough to the Board in previous years.
The Board discussed the possible benefits Clough may accrue because of its relationship with the Funds as well as potential benefits that accrue to the Funds because of their relationship with Clough. The Board noted that Clough does not realize any direct benefits due to the allocation of brokerage and related transactions on behalf of the Funds.
The Board reviewed and discussed materials prepared and distributed in advance of the meeting regarding the comparability of the investment advisory fees of the Funds with the investment advisory fees of other investment companies, which had been prepared at the request of ALPS by Lipper Analytical Services (Lipper). Lippers report contained information regarding investment performance, comparisons of cost and expense structures of each Fund with other funds cost and expense structures, as well as comparisons of each Funds performance with the performance during similar periods of members of an objectively identified peer group and related matters.
As the Fund are unique s in the marketplace, the Board noted that Lipper had a difficult time presenting a large peer group for comparison. The Trustees compared fees from six (6) other leveraged closed-end investment companies versus each Funds fees as part of the expense group (the Expense Group) and an expense universe consisting of each Fund, the Expense Group, and all other leveraged closed-end global funds (the Expense Universe). For GLV, the investment advisory fee for the Expense Group ranged from 0.70% to 1.00%, with a median of 0.950%. For GLV, the Board noted that as prepared by Lipper, the gross total expenses for the Expense Group on common and leveraged assets ranged from 1.291% to 1.743%, with a median of 1.529%. For GLQ, the investment advisory fee for the group ranged from 0.850% to 1.008%, with a median of 0.950%. For GLQ, the Board noted that as prepared by Lipper, the gross total expenses for the Expense Group on common and leveraged assets ranged from 1.291% to 1.961%, with a median of 1.522%. For GLO, the investment advisory fee for the Expense Group ranged from 0.850% to 1.033%, with
46 |
www.cloughglobal.com |
Clough Global Funds | Investment Advisory Agreement Approval | |
September 30, 2013 (Unaudited) |
a median of 1.000%. For GLO, the Board noted that as prepared by Lipper, the gross total expenses for the Expense Group on common and leveraged assets ranged from 1.224% to 2.049%, with a median of 1.522%. The Board noted that the Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds gross total expenses were 1.743%, 1.961% and 2.049%, respectively.
The Board discussed the other non-management expenses category included in Lippers expense ratio components. Discussion ensued and the Board noted that the total expense ratio includes investment related expenses such as the interest on each Funds leverage and dividend interest on short sales. The Board noted that through each Funds employment of leverage, the income generation capabilities of the underlying investments may be augmented. The Board also noted the extent to which each Fund utilizes leverage and short sales, thereby increasing its investment-related expenses and concluded that the use of leverage and short sales is an important part of each Funds investment strategy to attempt to meet each Funds investment objective. The Board noted that they believe investment related expenses are operational in nature and should not be considered a management expense. Excluding the investment related expenses from the total expense ratio, the Board noted that each Funds net overall expenses are comparable to their peer group. The Board further noted that in addition to the Lipper report, the Board has received in the past from Clough a comparative fund universe with a peer universe more similar in nature to the Funds.
The Trustees then reviewed each Funds performance as compared to the performance of the closed-end fund universe selected by Lipper (the Performance Universe). For the one-year ended performance as of March 31, 2013, the performance data ranged from a high of 29.40% to a low of 3.64% with a median of 17.47%. The Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds performance during such time period was 16.09%, 16.73% and 15.78%, respectively.
The Trustees further noted that the objectives of the funds in the Lipper analysis differed from each Funds objectives and policies. The Trustees believed that the Lipper report, augmented by Cloughs analysis received at previous meetings, provided a sufficient comparative universe.
At this point, Mr. Burke and Mr. Canty, both interested persons of the Funds, as well as the other representatives of ALPS and Clough, left the meeting. The non-interested Trustees, with the assistance of legal counsel, reviewed and discussed in more detail the information that had been presented relating to Clough, the Advisory Agreements and Cloughs profitability.
Mr. Burke, Mr. Canty, and the representatives of ALPS and Clough re-joined the meeting. The Board of Trustees of the Fund, present in person, with the non-interested Trustees present in person voting separately, unanimously concluded that the investment advisory fee of 0.70%, 0.90% and 1.00% based on Clough Global Allocation Funds, Clough Global Equity Funds and Clough Global Opportunities Funds, respectively, average daily total assets are fair and reasonable for each respective Fund and that the renewal of the Advisory Agreements is in the best interests of each Fund and its shareholders.
Semi-Annual Report | September 30, 2013 |
47 |
Item 2. | Code of Ethics. |
Not applicable to semi-annual report.
Item 3. | Audit Committee Financial Expert. |
Not applicable to semi-annual report.
Item 4. | Principal Accountant Fees and Services. |
Not applicable to semi-annual report.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable.
Item 6. | Schedule of Investments. |
a. | Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. |
b. | Not applicable to the registrant. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to semi-annual report.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
a. | Not applicable to semi-annual report. |
b. | Not applicable. |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes by which shareholders may recommend nominees to the Board of Trustees.
Item 11. | Controls and Procedures. |
(a) | The registrants principal executive officer and principal financial officer have concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. |
(b) | There was no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the 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) Not applicable to semi-annual report.
(a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.Cert.
(a)(3) Not applicable.
(b) A certification for the Registrants Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.906Cert.
(c) Pursuant to the Securities and Exchange Commissions Order granting relief from Section 19(b) of the Investment Company Act of 1940 dated September 21, 2009, the form of 19(a) Notices to Beneficial Owners are attached hereto as Exhibit 12(c).
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.
CLOUGH GLOBAL EQUITY FUND
By: | /s/ Edmund J. Burke | |
Edmund J. Burke | ||
President & Trustee | ||
Date: | December 6, 2013 |
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.
CLOUGH GLOBAL EQUITY FUND
By: |
/s/ Edmund J. Burke | |
Edmund J. Burke | ||
President/Principal Executive Officer | ||
Date: | December 6, 2013 | |
By: | /s/ Jeremy O. May | |
Jeremy O. May | ||
Treasurer/Principal Financial Officer | ||
Date: | December 6, 2013 |