SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
6/26/2015
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
716,332
8. SHARED VOTING POWER
559,262
9. SOLE DISPOSITIVE POWER
716,332
_______________________________________________________
10. SHARED DISPOSITIVE POWER
559,262
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,275,594 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.15%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
716,332
8. SHARED VOTING POWER
559,262
9. SOLE DISPOSITIVE POWER
716,332
_______________________________________________________
10. SHARED DISPOSITIVE POWER
559,262
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,275,594 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.15%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
716,332
8. SHARED VOTING POWER
559,262
9. SOLE DISPOSITIVE POWER
716,332
_______________________________________________________
10. SHARED DISPOSITIVE POWER
559,262
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,275,594 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.15%
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
716,332
8. SHARED VOTING POWER
559,262
9. SOLE DISPOSITIVE POWER
716,332
_______________________________________________________
10. SHARED DISPOSITIVE POWER
559,262
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,275,594 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.15%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #4 to the schedule 13d
filed November 21, 2014. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
Item 4. PURPOSE OF TRANSACTION
The Reporting Persons have agreed to not finalize its preliminary proxy
statement filed with the SEC on April 9, 2015 or to solicit proxies.
See Exhibit A - Standstill Agreement
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on January 9,2015, there were 17,840,705 shares of
common stock outstanding as of October 31, 2014. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of June 29, 2015, Bulldog Investors, LLC is deemed to be the beneficial
owner of 1,275,594 shares of GLQ (representing 7.15% of GLQ's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 1,275,594 shares of GLQ include 716,332
shares (representing 4.02% of GLQ's outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 1,275,594 shares of GLQ
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 559,262 shares (representing 3.13% of GLQ's
outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 716,332 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 559,262 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of GLQ's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the last 60 days the following shares of GLQ were purchased:
Date Shares Price
05/19/15 3,592 14.8935
06/01/15 44,900 14.9089
06/02/15 10,000 14.9796
06/03/15 25,700 14.9600
06/03/15 50,000 15.0000
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Exhibit A - Standstill Agreement
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 6/30/2015
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
STANDSTILL AGREEMENT
This Standstill Agreement (the "Agreement") is made and entered into effective
as of the 26th day of June 2015 by and among Clough Capital Partners L.P.
("Clough"), Clough Global Equity Fund ("GLQ" or "Fund"), and Phillip Goldstein,
Andrew Dakos, Steven Samuels, Bulldog Investors, LLC and Opportunity Partners
L.P. ("Opportunity Partners") (collectively, the "Parties," and each a "Party").
Bulldog Investors, LLC and each of its present and future affiliates (as defined
in the Securities Exchange Act of 1934, as amended, and the Investment Company
Act of 1940, as amended) and each of its present and future directors, officers
and employees, and any present or future entities or accounts that any such
person or entity controls directly or indirectly, or with respect to which such
person or entity exercises voting discretion, including any such entities and
accounts holding shares that were reported in the Schedule 13D filings relating
to shares of the Fund filed by Bulldog Investors, LLC, are collectively referred
to herein as "Bulldog Investors".
WHEREAS, Clough is an investment adviser registered with the Securities and
Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as
amended, and is the investment adviser to GLQ, a closed-end fund, and certain
other registered open-end and closed-end investment funds;
WHEREAS, Bulldog Investors has filed a preliminary proxy statement for GLQ
that includes nominees for Trustee and two shareholder proposals, one of which
Opportunity Partners submitted to GLQ as a Rule 14a-8 shareholder proposal
(such 14a-8 shareholder proposal, the "Proposal");
WHEREAS, the Fund's Board of Trustees (the "Board") believes it is the best
interest of the Fund and the Fund's shareholders to avoid an expensive proxy
contest in connection with the present proposals before the Board and in light
of the current related facts and circumstances;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration,
the Parties hereto agree as follows:
1. The Fund hereby agrees to include the Proposal in its proxy materials for
the 2015 annual shareholder meeting (the "2015 Meeting"). The Fund represents
that, notwithstanding that the Proposal is precatory, if the Proposal receives
enough votes to pass at the 2015 Meeting, the Fund will conduct a tender offer
pursuant to the terms described in the Proposal and will include an undertaking
to that effect in its proxy statement.
2. (a) Bulldog Investors hereby agrees not to solicit proxies for the 2015
Meeting and in connection therewith to promptly take any steps necessary and/or
reasonably requested by Clough or the Fund, including making any necessary
amendments to its Schedule 13D filing and any other filings or communications
with the U.S. Securities and Exchange Commission ("SEC"), in order to inform the
SEC that it will not solicit or finalize its preliminary proxy statement. In
addition, other than with respect to shares held by Special Opportunities Fund,
Inc. ("SPE"), Bulldog Investors shall vote or cause to be voted all GLQ shares
that Bulldog Investors directly or indirectly has the power to vote or direct
the vote of to be voted in accordance with the recommendation of the Board for
all matters presented at the 2015 Meeting other than the Proposal, including
the Fund's Trustee nominees, as soon as possible and, in any event, no later
than ten (10) business days before the date of the 2015 Meeting, and further
agrees not to change, alter, rescind or revoke any such vote in any manner
(for the avoidance of doubt, SPE may mirror vote any GLQ shares that it owns).
Other than with respect to shares held by SPE, Bulldog Investors may vote or
cause to be voted all GLQ shares that Bulldog Investors directly or indirectly
has the power to vote or direct the vote of as it chooses with regard to the
Proposal (for the avoidance of doubt, SPE may mirror vote any GLQ shares that
it owns). Bulldog Investors will provide the total number of GLQ shares and
the shares of any other Clough Fund (as defined below) for which Bulldog
Investors has the power to vote or direct the vote, and the number of GLQ
shares and shares of any other Clough Fund owned by SPE, as of the date of
the Agreement. Bulldog Investors will update these numbers from time to time
if requested by the Fund.
(b) From the date hereof until the date of the Fund's 2016 annual
shareholder meeting (the "Restricted Period") Bulldog Investors shall not either
directly or indirectly purchase or otherwise acquire, or obtain voting rights
for, any securities issued by any registered investment company or series
thereof advised, managed or sponsored by Clough, its affiliates, successors or
assigns, whether such funds now exist or are acquired or organized hereafter,
including, for the avoidance of doubt, GLQ and such funds listed on Exhibit A
hereto (collectively, the "Clough Funds," and each a "Clough Fund"); provided,
however, that Bulldog Investors may purchase or otherwise acquire shares of GLQ
to the extent such purchase or other acquisition would not cause the total
number of GLQ shares owned or controlled to exceed seven percent (7%) of GLQ's
outstanding shares.
(c) During the Restricted Period Opportunity Partners will be a
"Passive Investor." Being a Passive Investor shall mean that during the
Restricted Period Bulldog Investors will not, directly or indirectly:
(i) submit any shareholder proposals for the vote or consent (collectively,
"vote") of shareholders (whether pursuant to Rule 14a-8 under Securities
Exchange Act of 1934, as amended ("Exchange Act"), or otherwise) or any
proposal for consideration by a Clough Fund board; (ii) nominate any candidate
for election as a director or trustee or otherwise seek appointment to or
representation on a Clough Fund board; (iii) solicit proxies or make,
participate in or encourage any "solicitation" (as such terms are used in the
proxy rules of the SEC) for proxies for any shareholder proposals or
nominations of candidates for election as directors or trustees; or
(iv) form or join in any partnership, syndicate or other group,
including, without limitation, a "group" as defined under Section 13(d) of the
Exchange Act with respect to any Clough Fund, or deposit any Clough Fund shares
in a voting trust, arrangement or agreement, or subject any Clough Fund shares
to a voting trust, arrangement or agreement. Being a Passive Investor shall also
mean that during the Restricted Period, Bulldog Investors shall not, either
directly or indirectly, explicitly or implicitly, publicly or privately:
(i) encourage, recommend, advise, finance or urge others to put forward
shareholder proposals or nominations with respect to trustees of any Clough
Fund or otherwise have discussions or enter into any arrangements with any
other person in connection with any of the foregoing as they relate to any
Clough Fund; (ii) indicate support or approval for any shareholder proposals
or nominations relating to any Clough Fund (other than voting in accordance
with the immediately following clause (iii)); (iii) other than with respect
to shares held by SPE, cause or permit shares of any Clough Fund that Bulldog
Investors directly or indirectly has the power to vote or direct the vote of,
to be voted on any matter in any way other than in accordance with the
recommendations of the respective Clough Fund's Board, or to be withheld
from or otherwise abstain from voting on any such matter (for the avoidance
of doubt, SPE may mirror vote any Clough Fund shares it owns); (iv) solicit
or encourage others to vote against any matter recommended by an Clough Fund's
Board (except as provided in Section 2(a) above); (v) otherwise act, alone or
in concert with others, to seek to control the management, Board or policies
of any Clough Fund; (vi) threaten to bring or pursue or bring or pursue any
suit, regulatory action or proceeding against Clough or any of its subsidiaries
or affiliates, any Clough Fund, any Clough Fund's Board or investment adviser,
other than for alleged violations of the Agreement; or (vii) take or seek to
take, or cause or seek to cause or solicit others to take, any action
inconsistent with any of the foregoing as they relate to the Clough Funds;
provided, however, that during the Restricted Period Bulldog Investors can
communicate with the Fund's shareholders regarding the Proposal so long as it
does not solicit any proxies.
(d) If at the 2015 Meeting, 40% or more of the Fund's shares present
and entitled to vote at the meeting (as opposed to 40% or more of the Fund's
outstanding shares) are voted in favor of the Proposal then the Restricted
Period shall terminate.
(e) If during the period from the day after the 2015 Meeting to the
deadline for submitting notice of an intention to nominate trustees or
shareholder proposals for the Fund's 2016 annual meeting of shareholders
(such deadline as disclosed in the Fund's 2015 proxy statement), the closing
price of the Fund's common shares is at a discount to net asset value of
greater than 12% for 20 consecutive business days then the Restricted Period
shall terminate.
3. Other than announcements made by Clough or the Clough Funds or
otherwise made public by Clough or any such Clough Fund, in all cases, as
Clough or any Clough Fund or Bulldog Investors reasonably believes to be
required by applicable laws, rules or regulations, including those regulations
requiring Bulldog Investors to make a Schedule 13D filing and amendments
thereto, all terms and provisions of this Agreement shall remain confidential;
provided, however, that any Party hereto, any Clough Fund or Clough Fund Board
member or officer may make such disclosures that they believe to be required
by applicable laws, rules or regulations, including applicable rules of any
regulatory or self-regulatory body having jurisdiction over any such person,
or legal process including but not limited to deposition, interrogatory,
civil investigation, demand or similar process, subject to the provisions of
the immediately succeeding paragraph.
In the event that any Party to this Agreement or such other person
described in the immediately preceding paragraph is requested or required to
disclose any information regarding matters covered by this Agreement not
already in the public domain (the "Information"), such person, if permitted,
shall provide the other Party with prompt written notice of such request or
requirement so that such notified person may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. If, in the absence of a protective order or other remedy or the
receipt of a waiver the disclosing Party is nonetheless, in the opinion of
its counsel, compelled by law or regulation to disclose some or all of the
Information, the Party required to make such disclosure may, without
liability hereunder, disclose only that portion of the Information which such
counsel advises is required by law or regulation to be disclosed, provided that
the disclosing Party exercises reasonable efforts to preserve the
confidentiality of the Information, including, without limitation, by
cooperating with the person seeking to protect the Information to obtain an
appropriate protective order; provided, however, that all costs (including any
reasonable legal fees incurred by the disclosing Party) that relate to
obtaining such protective order shall be borne by the person seeking to
keep such Information confidential.
4. Any notices and other communications hereunder shall be delivered by
email or facsimile, with a copy by personal delivery, overnight delivery or
ordinary mail, directed as follows:
To Clough, a Clough Fund or a Clough Fund Board, by delivery to:
Mimi Gross, Esq.
General Counsel
Clough Capital Partners L.P.
One Post Office Square, 40th Floor
Boston, MA 02109
Email: mgross@cloughcapital.com
Facsimile: (617) 790-1546
With copies to:
Clifford J. Alexander, Esq.
Jennifer R. Gonzalez, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
Email: clifford.alexander@klgates.com
jennifer.gonzalez@klgates.com
Facsimile: (202) 778-9100
To Bulldog Investors or Opportunity Partners, by delivery to:
Phillip Goldstein
Bulldog Investors, LLC
Park 80 West, Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Email: pgoldstein@bulldoginvestors.com or optp@optonline.net
Facsimile: 201-556-0097
Such addresses may be changed from time to time by means of a notice
given in the manner provided above. Delivery for all notices and other
communications (other than legal process) hereunder shall be deemed effective
upon receipt of such communication by personal delivery, overnight delivery
or mail. Delivery solely to outside counsel shall not constitute duly given
notice to any Party hereto.
5. The Parties agree that breach of this Agreement may cause immediate
and irreparable harm and that, in the event of breach or threatened breach of
this Agreement, each Party shall be entitled to seek injunctive and other
equitable relief without proof of actual damages in addition to any other
remedies as may be available at law or in equity. Each Party further agrees to
waive any requirement for the securing or posting of any bond in connection with
such remedy. All rights under this Agreement are cumulative, not exclusive, and
will be in addition to all rights and remedies available to either Party at law
or in equity.
6. Each Party represents that it has the power and authority to
execute, deliver and carryout the terms and provisions of the Agreement. Each
Party further represents that the Agreement has been duly authorized, executed
and delivered by it and that the Agreement is enforceable against it in
accordance with its terms.
7. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective agents, executors, heirs, successors and
permitted assigns.
8. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby. Each Party hereto
hereby irrevocably and unconditionally submits to the exclusive jurisdiction of
the State and Federal courts located in New York County, New York, United
States of America in any action or proceeding arising out of or relating to this
Agreement, and agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, such Federal court. A final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suits in the judgment or in any other manner provided by law. The Parties
hereto irrevocably and unconditionally waive any objection which they may now
or hereafter have to the laying of venue of any action or proceeding arising
out of or relating to the Agreement in any State or Federal court in the County
and State of New York.
9. This Agreement constitutes the entire agreement between the Parties
hereto regarding the subject matter hereof. No representations, warranties, or
inducements have been made by any Party hereto concerning this Agreement other
than those contained and memorialized herein. No amendments, changes or
modifications may be made to this Agreement without the express written consent
of each of the Parties hereto. If any term or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms and provisions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. No
failure or delay by a Party in exercising any right hereunder or any partial
exercise thereof shall operate as a waiver thereof or preclude any other or
further exercise of any right hereunder. No waiver, express or implied, by any
Party of any breach or default by any other Party in the performance by the
other Party of its obligations under this Agreement shall be deemed or construed
to be a waiver of any other breach or default, whether prior, subsequent, or
contemporaneous, under this Agreement. Any waiver must be in writing and
executed by the Party against whom the waiver is sought to be charged. This
Agreement is binding upon the Parties and upon their respective successors and
permitted assignees; however, neither this Agreement nor any of the benefits of
this Agreement shall be assigned by either Party without the prior written
consent of the other.
10. This Agreement may be executed in counterparts each of which shall
be deemed an original, and when taken together all such counterparts shall be
deemed to constitute one and the same document.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first written above.
By: __________________________
Clough Capital Partners L.P.
Name:
Title:
/s/ Phillip Goldstein
______________________________
Phillip Goldstein
By:___________________________
Clough Global Equity Fund
Name:
Title:
________________________________
Andrew Dakos
/s/ Steven Samuels
________________________________
Steven Samuels
By: /s/ Phillip Goldstein
_________________________
Opportunity Partners L.P.
Name: Phillip Goldstein
Title: Member of G.P.
By: /s/ Phillip Goldstein
_________________________
Bulldog Investors, LLC
Name: Phillip Goldstein
Title: Member
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first written above.
By: __________________________
Clough Capital Partners L.P.
Name:
Title:
______________________________
Phillip Goldstein
By:___________________________
Clough Global Equity Fund
Name:
Title:
/s/ Andrew Dakos
________________________________
Andrew Dakos
________________________________
Steven Samuels
_________________________
Opportunity Partners L.P.
Name:
Title:
By:
_________________________
Bulldog Investors, LLC
Name:
Title:
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first written above.
By: James E. Canty
_______________________
Clough Capital Partners L.P.
Name: James E. Canty
Title: President
______________________________
Phillip Goldstein
By:___________________________
Clough Global Equity Fund
Name:
Title:
________________________________
Andrew Dakos
________________________________
Steven Samuels
By:
_________________________
Opportunity Partners L.P.
Name:
Title:
By:
_________________________
Bulldog Investors, LLC
Name:
Title:
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first written above.
By:
_______________________
Clough Capital Partners L.P.
Name: James E. Canty
Title: President
______________________________
Phillip Goldstein
By: /s/ Edmund Burke
______________________
Clough Global Equity Fund
Name: Edmund Burke
Title: President
________________________________
Andrew Dakos
________________________________
Steven Samuels
By:
_________________________
Opportunity Partners L.P.
Name:
Title:
By:
_________________________
Bulldog Investors, LLC
Name:
Title: