(Unaudited)
|
October 31, 2015
|
DEAR SHAREHOLDER (Unaudited) (continued)
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited)
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited) continued
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited) continued
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited) continued
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited) continued
|
October 31, 2015
|
QUESTIONS & ANSWERS (Unaudited) continued
|
October 31, 2015
|
FUND SUMMARY (Unaudited)
|
October 31, 2015
|
||||
Fund Statistics
|
|||||
Share Price
|
$14.13
|
||||
Common Share Net Asset Value
|
$17.11
|
||||
Discount to NAV
|
-17.42%
|
||||
Net Assets ($000)
|
$403,555
|
||||
AVERAGE ANNUAL TOTAL RETURNS
|
|||||
FOR THE PERIOD ENDED OCTOBER 31, 2015
|
|||||
Since
|
|||||
One
|
Three
|
Five
|
Ten
|
Inception
|
|
Year
|
Year
|
Year
|
Year
|
(4/30/03)
|
|
Advent Claymore Convertible
|
|||||
Securities & Income Fund
|
|||||
NAV
|
-4.20%
|
5.96%
|
4.38%
|
3.84%
|
5.46%
|
Market
|
-12.57%
|
0.71%
|
2.35%
|
3.38%
|
4.07%
|
Portfolio Breakdown
|
% of Net Assets
|
||||
Investments:
|
|||||
Convertible Bonds
|
76.4%
|
||||
Corporate Bonds
|
45.0%
|
||||
Convertible Preferred Stocks
|
20.8%
|
||||
Common Stocks
|
18.4%
|
||||
Short Term Investments
|
2.2%
|
||||
Senior Floating Rate Interests
|
1.2%
|
||||
Total Investments
|
164.0%
|
||||
Call Options Written
|
-0.2%
|
||||
Other Assets & Liabilities, net
|
-63.8%
|
||||
Net Assets
|
100.0%
|
FUND SUMMARY (Unaudited) continued
|
October 31, 2015
|
Country Breakdown
|
(% of Long-Term Investments)
|
United States
|
89.0%
|
Ireland
|
2.6%
|
Cayman Islands
|
1.9%
|
Canada
|
1.5%
|
Netherlands
|
1.1%
|
France
|
1.0%
|
Bermuda
|
0.8%
|
Marshall Island
|
0.5%
|
United Kingdom
|
0.4%
|
Mexico
|
0.4%
|
Liberia
|
0.3%
|
Australia
|
0.3%
|
Austria
|
0.2%
|
Malta
|
0.0%*
|
PORTFOLIO OF INVESTMENTS
|
October 31, 2015 | |
Shares
|
Value
|
|
COMMON STOCKS† – 18.4%
|
||
Consumer, Cyclical – 5.6%
|
||
General Motors Co.1
|
142,000
|
$ 4,957,219
|
Nordstrom, Inc.2
|
55,700
|
3,632,197
|
Bayerische Motoren Werke AG
|
27,775
|
2,864,440
|
Royal Caribbean Cruises Ltd.1
|
26,500
|
2,606,275
|
MGM Resorts International*,1,2
|
110,200
|
2,555,538
|
Yum! Brands, Inc.2
|
35,000
|
2,481,850
|
Faurecia
|
52,484
|
2,088,892
|
Daimler AG — Class D
|
18,994
|
1,656,927
|
Total Consumer, Cyclical
|
22,843,338
|
|
Consumer, Non-cyclical – 4.6%
|
||
Cigna Corp.2
|
29,971
|
4,017,313
|
Gilead Sciences, Inc.1
|
33,800
|
3,654,794
|
Valeant Pharmaceuticals International, Inc.*
|
29,700
|
2,784,969
|
Mylan N.V.*,2
|
49,400
|
2,178,046
|
Amgen, Inc.2
|
12,200
|
1,929,796
|
Biogen, Inc.*,1,2
|
6,600
|
1,917,366
|
Endo International plc*
|
23,700
|
1,421,763
|
Cempra, Inc.*,2
|
35,500
|
788,100
|
Total Consumer, Non-cyclical
|
18,692,147
|
|
Industrial – 2.6%
|
||
General Dynamics Corp.1,2
|
31,500
|
4,680,270
|
General Electric Co.2
|
120,000
|
3,470,400
|
Deutsche Post AG
|
80,000
|
2,392,230
|
Total Industrial
|
10,542,900
|
|
Financial – 2.6%
|
||
Ares Capital Corp.2
|
200,000
|
3,046,000
|
Blackstone Group, LP2
|
80,000
|
2,644,800
|
ING Groep N.V.
|
134,005
|
1,959,159
|
Citigroup, Inc.1
|
35,900
|
1,908,803
|
NorthStar Realty Finance Corp. REIT2
|
64,100
|
769,841
|
Total Financial
|
10,328,603
|
|
Technology – 2.3%
|
||
Apple, Inc.1
|
26,500
|
3,166,750
|
Xilinx, Inc.2
|
65,146
|
3,102,253
|
QUALCOMM, Inc.2
|
50,250
|
2,985,855
|
Total Technology
|
9,254,858
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Shares
|
Value
|
|
COMMON STOCKS† – 18.4% (continued)
|
||
Basic Materials – 0.7%
|
||
BASF SE2
|
32,064
|
$ 2,639,815
|
Total Common Stocks
|
||
(Cost $74,792,827)
|
74,301,661
|
|
CONVERTIBLE PREFERRED STOCKS† – 20.8%
|
||
Consumer, Non-cyclical – 7.4%
|
||
Allergan plc
|
||
5.50% due 03/01/18
|
13,915
|
14,563,856
|
Anthem, Inc.
|
||
5.25% due 05/01/182
|
163,263
|
7,598,260
|
Tyson Foods, Inc.
|
||
4.75% due 07/15/17
|
126,400
|
6,617,040
|
Kindred Healthcare, Inc.
|
||
7.50% due 12/01/172
|
1,662
|
1,228,745
|
Total Consumer, Non-cyclical
|
30,007,901
|
|
Communications – 4.7%
|
||
Frontier Communications Corp.
|
||
11.13% due 06/29/182
|
169,873
|
16,839,510
|
T-Mobile US, Inc.
|
||
5.50% due 12/15/172
|
30,942
|
2,057,334
|
Total Communications
|
18,896,844
|
|
Financial – 4.0%
|
||
Wells Fargo & Co.
|
||
7.50%2,3
|
5,032
|
5,983,048
|
American Tower Corp.
|
||
5.25% due 05/15/172
|
26,000
|
2,766,400
|
5.50% due 02/15/182
|
24,784
|
2,589,928
|
KeyCorp
|
||
7.75%2,3
|
18,000
|
2,375,370
|
Alexandria Real Estate Equities, Inc.
|
||
7.00%2,3
|
50,000
|
1,375,000
|
Weyerhaeuser Co.
|
||
6.38% due 07/01/162
|
17,958
|
901,312
|
Total Financial
|
15,991,058
|
|
Utilities – 1.6%
|
||
Dominion Resources, Inc.
|
||
6.38% due 07/01/172
|
55,950
|
2,776,799
|
NextEra Energy, Inc.
|
||
5.80% due 09/01/162
|
44,104
|
2,426,602
|
Exelon Corp.
|
||
6.50% due 06/01/172
|
33,700
|
1,415,737
|
Total Utilities
|
6,619,138
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Shares
|
Value
|
|
CONVERTIBLE PREFERRED STOCKS† – 20.8% (continued)
|
||
Energy – 1.1%
|
||
Southwestern Energy Co.
|
||
6.25% due 01/15/182
|
99,134
|
$ 2,779,717
|
Kinder Morgan, Inc.
|
||
9.75% due 10/26/18
|
31,660
|
1,561,155
|
Total Energy
|
4,340,872
|
|
Industrial – 1.0%
|
||
Stanley Black & Decker, Inc.
|
||
4.75% due 11/17/152
|
17,496
|
2,541,294
|
Stericycle, Inc.
|
||
5.25% due 09/15/18
|
15,690
|
1,462,622
|
Total Industrial
|
4,003,916
|
|
Basic Materials – 0.6%
|
||
Alcoa, Inc.
|
||
5.38% due 10/01/172
|
51,526
|
1,629,767
|
A Schulman, Inc.
|
||
6.00%3
|
1,000
|
850,000
|
Total Basic Materials
|
2,479,767
|
|
Consumer, Cyclical – 0.4%
|
||
William Lyon Homes
|
||
6.50% due 12/01/17
|
13,579
|
1,484,456
|
Total Convertible Preferred Stocks
|
||
(Cost $87,809,715)
|
83,823,952
|
|
SHORT TERM INVESTMENTS† – 2.2%
|
||
Goldman Sachs Financial Prime Obligations – Administration Share Class, 0.00%4
|
9,047,323
|
9,047,323
|
Total Short Term Investments
|
||
(Cost $9,047,323)
|
9,047,323
|
|
Face
|
||
Amount~
|
||
CONVERTIBLE BONDS†† – 76.4%
|
||
Technology – 20.6%
|
||
Intel Corp.
|
||
3.25% due 08/01/392
|
3,132,000
|
5,158,029
|
2.95% due 12/15/352
|
2,182,000
|
2,779,323
|
Microchip Technology, Inc.
|
||
1.63% due 02/15/252,5
|
6,334,000
|
6,599,236
|
Lam Research Corp.
|
||
1.25% due 05/15/182
|
2,763,000
|
3,895,830
|
0.50% due 05/15/162
|
1,887,000
|
2,394,131
|
ON Semiconductor Corp.
|
||
1.00% due 12/01/202,5
|
4,250,000
|
4,196,875
|
2.63% due 12/15/262
|
1,395,000
|
1,674,000
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CONVERTIBLE BONDS†† – 76.4% (continued)
|
||
Technology – 20.6% (continued)
|
||
Micron Technology, Inc.
|
||
3.00% due 11/15/432
|
6,407,000
|
$ 5,830,370
|
Verint Systems, Inc.
|
||
1.50% due 06/01/212
|
4,669,000
|
4,736,116
|
Synchronoss Technologies, Inc.
|
||
0.75% due 08/15/192
|
4,539,000
|
4,649,638
|
SanDisk Corp.
|
||
0.50% due 10/15/202
|
2,171,000
|
2,299,903
|
1.50% due 08/15/172
|
1,322,000
|
2,115,200
|
Red Hat, Inc.
|
||
0.25% due 10/01/192
|
3,193,000
|
4,091,032
|
Proofpoint, Inc.
|
||
0.75% due 06/15/202,5
|
3,628,000
|
4,086,035
|
ServiceNow, Inc.
|
||
0.00% due 11/01/182,6
|
3,123,000
|
3,901,798
|
Cornerstone OnDemand, Inc.
|
||
1.50% due 07/01/182
|
3,916,000
|
3,871,944
|
salesforce.com, Inc.
|
||
0.25% due 04/01/182
|
2,562,000
|
3,328,999
|
NVIDIA Corp.
|
||
1.00% due 12/01/182
|
1,772,000
|
2,599,302
|
BroadSoft, Inc.
|
||
1.00% due 09/01/222,5
|
2,304,000
|
2,357,280
|
Akamai Technologies, Inc.
|
||
0.00% due 02/15/192,6
|
2,285,000
|
2,317,859
|
Citrix Systems, Inc.
|
||
0.50% due 04/15/192
|
1,973,000
|
2,254,153
|
PROS Holdings, Inc.
|
||
2.00% due 12/01/192,5
|
1,966,000
|
1,972,144
|
Xilinx, Inc.
|
||
2.63% due 06/15/172
|
1,092,000
|
1,805,895
|
Interactive Intelligence Group, Inc.
|
||
1.25% due 06/01/202,5
|
1,891,000
|
1,583,713
|
Bottomline Technologies de, Inc.
|
||
1.50% due 12/01/17
|
1,336,000
|
1,488,805
|
Allscripts Healthcare Solutions, Inc.
|
||
1.25% due 07/01/202
|
888,000
|
926,295
|
Total Technology
|
82,913,905
|
|
Consumer, Non-cyclical – 16.5%
|
||
HealthSouth Corp.
|
||
2.00% due 12/01/432
|
4,693,000
|
5,135,902
|
Hologic, Inc.
|
||
2.00% due 03/01/422,7,8
|
2,081,000
|
2,802,847
|
0.00% due 12/15/432,7,9
|
1,450,000
|
1,844,219
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CONVERTIBLE BONDS†† – 76.4% (continued)
|
||
Consumer, Non-cyclical – 16.5% (continued)
|
||
Molina Healthcare, Inc.
|
||
1.63% due 08/15/44
|
3,689,000
|
$ 4,537,470
|
Brookdale Senior Living, Inc.
|
||
2.75% due 06/15/182
|
4,140,000
|
4,326,300
|
BioMarin Pharmaceutical, Inc.
|
||
1.50% due 10/15/202
|
2,756,000
|
4,013,424
|
Isis Pharmaceuticals, Inc.
|
||
1.00% due 11/15/212,5
|
3,682,000
|
3,684,300
|
Gilead Sciences, Inc.
|
||
1.63% due 05/01/162
|
685,000
|
3,272,162
|
Euronet Worldwide, Inc.
|
||
1.50% due 10/01/442,5
|
2,217,000
|
2,839,146
|
NuVasive, Inc.
|
||
2.75% due 07/01/172
|
2,144,000
|
2,702,780
|
PTC Therapeutics, Inc.
|
||
3.00% due 08/15/225
|
3,049,000
|
2,593,556
|
Array BioPharma, Inc.
|
||
3.00% due 06/01/202
|
2,334,000
|
2,422,983
|
Wright Medical Group, Inc.
|
||
2.00% due 02/15/205
|
2,511,000
|
2,385,450
|
Jazz Investments I Ltd.
|
||
1.88% due 08/15/212
|
2,148,000
|
2,288,963
|
Illumina, Inc.
|
||
0.50% due 06/15/212
|
2,080,000
|
2,239,901
|
Horizon Pharma Investment Ltd.
|
||
2.50% due 03/15/222,5
|
2,561,000
|
2,212,063
|
Emergent BioSolutions, Inc.
|
||
2.88% due 01/15/21
|
1,784,000
|
2,196,549
|
Huron Consulting Group, Inc.
|
||
1.25% due 10/01/19
|
2,354,000
|
2,187,749
|
Depomed, Inc.
|
||
2.50% due 09/01/212
|
1,836,000
|
2,074,680
|
Incyte Corp.
|
||
0.38% due 11/15/182
|
801,000
|
1,852,313
|
Live Nation Entertainment, Inc.
|
||
2.50% due 05/15/192
|
1,545,000
|
1,674,394
|
J Sainsbury plc
|
||
1.25% due 11/21/192
|
1,000,000 GBP
|
1,657,913
|
Ligand Pharmaceuticals, Inc.
|
||
0.75% due 08/15/19
|
1,138,000
|
1,546,258
|
Macquarie Infrastructure Company LLC
|
||
2.88% due 07/15/192
|
1,237,000
|
1,443,424
|
Spectranetics Corp.
|
||
2.63% due 06/01/342
|
1,239,000
|
956,353
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CONVERTIBLE BONDS†† – 76.4% (continued)
|
||
Consumer, Non-cyclical – 16.5% (continued)
|
||
Pernix Therapeutics Holdings, Inc.
|
||
4.25% due 04/01/212,5
|
1,356,000
|
$ 929,708
|
Medicines Co.
|
||
2.50% due 01/15/225
|
734,000
|
898,233
|
Total Consumer, Non-cyclical
|
66,719,040
|
|
Communications – 14.8%
|
||
Priceline Group, Inc.
|
||
0.35% due 06/15/202
|
3,792,000
|
4,929,599
|
1.00% due 03/15/182
|
2,788,000
|
4,438,148
|
0.90% due 09/15/212
|
1,486,000
|
1,580,733
|
Ciena Corp.
|
||
0.88% due 06/15/172
|
3,800,000
|
3,814,250
|
4.00% due 12/15/202
|
2,452,000
|
3,501,763
|
Ctrip.com International Ltd.
|
||
1.25% due 10/15/182
|
5,072,000
|
6,736,250
|
Finisar Corp.
|
||
0.50% due 12/15/332
|
5,000,000
|
4,484,375
|
Telecom Italia Finance S.A.
|
||
6.13% due 11/15/16
|
2,500,000 EUR
|
4,386,842
|
FireEye, Inc.
|
||
1.63% due 06/01/352,5
|
4,460,000
|
3,782,637
|
Twitter, Inc.
|
||
1.00% due 09/15/212
|
3,835,000
|
3,391,578
|
Liberty Media Corp.
|
||
1.38% due 10/15/23
|
3,086,000
|
3,172,794
|
Yahoo!, Inc.
|
||
0.00% due 12/01/182,6
|
3,138,000
|
3,147,807
|
SINA Corp.
|
||
1.00% due 12/01/182
|
2,900,000
|
2,809,374
|
Qihoo 360 Technology Company Ltd.
|
||
0.50% due 08/15/202
|
1,823,000
|
1,679,439
|
1.75% due 08/15/212
|
1,062,000
|
958,455
|
CalAmp Corp.
|
||
1.63% due 05/15/202,5
|
2,648,000
|
2,583,455
|
LinkedIn Corp.
|
||
0.50% due 11/01/192,5
|
2,243,000
|
2,439,274
|
WebMD Health Corp.
|
||
1.50% due 12/01/20
|
1,911,000
|
1,988,634
|
Total Communications
|
59,825,407
|
|
Financial – 11.7%
|
||
Colony Capital, Inc.
|
||
3.88% due 01/15/212
|
8,578,000
|
8,293,852
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CONVERTIBLE BONDS†† – 76.4% (continued)
|
||
Financial – 11.7% (continued)
|
||
Forest City Enterprises, Inc.
|
||
3.63% due 08/15/202
|
6,086,000
|
$ 6,622,329
|
Portfolio Recovery Associates, Inc.
|
||
3.00% due 08/01/202
|
4,465,000
|
4,827,781
|
Air Lease Corp.
|
||
3.88% due 12/01/182
|
3,065,000
|
4,176,063
|
Fidelity National Financial, Inc.
|
||
4.25% due 08/15/182
|
2,122,000
|
4,152,489
|
Starwood Property Trust, Inc.
|
||
4.00% due 01/15/192
|
3,637,000
|
3,739,291
|
Radian Group, Inc.
|
||
2.25% due 03/01/192
|
2,677,000
|
3,719,357
|
iStar, Inc.
|
||
3.00% due 11/15/162
|
2,796,000
|
3,295,785
|
American Realty Capital Properties, Inc.
|
||
3.00% due 08/01/18
|
3,100,000
|
2,976,000
|
Encore Capital Group, Inc.
|
||
2.88% due 03/15/21
|
2,426,000
|
2,169,754
|
Starwood Waypoint Residential Trust
|
||
4.50% due 10/15/172
|
1,677,000
|
1,726,262
|
Extra Space Storage, LP
|
||
3.13% due 10/01/355
|
983,000
|
1,045,666
|
Element Financial Corp.
|
||
4.25% due 06/30/205
|
550,000 CAD
|
441,396
|
Total Financial
|
47,186,025
|
|
Consumer, Cyclical – 7.1%
|
||
Jarden Corp.
|
||
1.13% due 03/15/342
|
5,473,000
|
6,061,347
|
1.50% due 06/15/192
|
1,240,000
|
1,577,900
|
Iconix Brand Group, Inc.
|
||
2.50% due 06/01/162
|
5,994,000
|
5,743,001
|
Fiat Chrysler Automobiles N.V.
|
||
7.88% due 12/15/162
|
39,800
|
5,164,050
|
Standard Pacific Corp.
|
||
1.25% due 08/01/322
|
3,954,000
|
4,512,503
|
GNC Holdings, Inc.
|
||
1.50% due 08/15/202,5
|
1,951,000
|
1,609,575
|
Meritor, Inc.
|
||
7.88% due 03/01/262
|
1,097,000
|
1,513,174
|
Tesla Motors, Inc.
|
||
1.25% due 03/01/212
|
1,706,000
|
1,499,148
|
LGI Homes, Inc.
|
||
4.25% due 11/15/195
|
781,000
|
1,113,413
|
Total Consumer, Cyclical
|
28,794,111
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CONVERTIBLE BONDS†† – 76.4% (continued)
|
||
Industrial – 2.9%
|
||
Cemex SAB de CV
|
||
3.72% due 03/15/20
|
2,078,000
|
$ 1,862,407
|
3.72% due 03/15/202
|
1,015,000
|
909,693
|
Vishay Intertechnology, Inc.
|
||
2.25% due 11/15/402
|
2,239,000
|
1,961,924
|
RTI International Metals, Inc.
|
||
1.63% due 10/15/192
|
1,759,000
|
1,806,273
|
Greenbrier Companies, Inc.
|
||
3.50% due 04/01/18
|
1,138,000
|
1,367,734
|
Echo Global Logistics, Inc.
|
||
2.50% due 05/01/202
|
1,443,000
|
1,367,243
|
Atlas Air Worldwide Holdings, Inc.
|
||
2.25% due 06/01/22
|
1,134,000
|
960,356
|
Fluidigm Corp.
|
||
2.75% due 02/01/34
|
1,182,000
|
786,769
|
BW Group Ltd.
|
||
1.75% due 09/10/19
|
600,000
|
516,000
|
Total Industrial
|
11,538,399
|
|
Utilities – 1.5%
|
||
CenterPoint Energy, Inc.
|
||
3.94% due 09/15/292,7
|
75,508
|
4,752,474
|
NRG Yield, Inc.
|
||
3.25% due 06/01/205
|
1,663,000
|
1,477,991
|
Total Utilities
|
6,230,465
|
|
Energy – 1.0%
|
||
Whiting Petroleum Corp.
|
||
1.25% due 04/01/202,5
|
3,528,000
|
3,124,485
|
SunEdison, Inc.
|
||
0.25% due 01/15/202,5
|
1,365,000
|
729,422
|
Total Energy
|
3,853,907
|
|
Basic Materials – 0.3%
|
||
B2Gold Corp.
|
||
3.25% due 10/01/182
|
1,375,000
|
1,154,141
|
Total Convertible Bonds
|
||
(Cost $307,342,725)
|
308,215,400
|
|
CORPORATE BONDS†† – 45.0%
|
||
Consumer, Non-cyclical – 7.7%
|
||
Prospect Medical Holdings, Inc.
|
||
8.38% due 05/01/192,5
|
4,096,000
|
4,336,640
|
HCA, Inc.
|
||
5.00% due 03/15/242
|
3,985,000
|
4,114,512
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Consumer, Non-cyclical – 7.7% (continued)
|
||
Tenet Healthcare Corp.
|
||
6.00% due 10/01/202
|
2,000,000
|
$ 2,170,000
|
4.50% due 04/01/212
|
1,745,000
|
1,753,725
|
Valeant Pharmaceuticals International, Inc.
|
||
6.13% due 04/15/252,5
|
4,125,000
|
3,490,781
|
HealthSouth Corp.
|
||
5.75% due 09/15/252,5
|
2,625,000
|
2,626,641
|
IASIS Healthcare LLC / IASIS Capital Corp.
|
||
8.38% due 05/15/19
|
1,875,000
|
1,921,875
|
United Rentals North America, Inc.
|
||
5.75% due 11/15/242
|
1,745,000
|
1,779,900
|
Concordia Healthcare Corp.
|
||
9.50% due 10/21/225
|
1,750,000
|
1,723,750
|
Sotheby's
|
||
5.25% due 10/01/222,5
|
1,667,000
|
1,625,325
|
Land O'Lakes Capital Trust I
|
||
7.45% due 03/15/282,5
|
1,500,000
|
1,597,500
|
Cenveo Corp.
|
||
8.50% due 09/15/222,5
|
2,000,000
|
1,480,000
|
Ahern Rentals, Inc.
|
||
7.38% due 05/15/232,5
|
1,300,000
|
1,215,500
|
Endo Limited / Endo Finance LLC / Endo Finco, Inc.
|
||
6.00% due 02/01/255
|
1,000,000
|
997,500
|
Total Consumer, Non-cyclical
|
30,833,649
|
|
Financial – 7.5%
|
||
Credit Agricole S.A.
|
||
7.88%2,3,5,10
|
5,475,000
|
5,631,710
|
Synovus Financial Corp.
|
||
7.88% due 02/15/192
|
3,154,000
|
3,552,192
|
5.13% due 06/15/172
|
1,000,000
|
1,046,250
|
Corrections Corporation of America
|
||
4.63% due 05/01/232
|
2,075,000
|
2,049,063
|
5.00% due 10/15/22
|
550,000
|
559,625
|
Equinix, Inc.
|
||
5.75% due 01/01/252
|
2,375,000
|
2,487,813
|
Alliance Data Systems Corp.
|
||
6.38% due 04/01/202,5
|
2,250,000
|
2,331,563
|
E*TRADE Financial Corp.
|
||
4.63% due 09/15/232
|
2,221,000
|
2,298,735
|
Credit Acceptance Corp.
|
||
7.38% due 03/15/232,5
|
1,650,000
|
1,711,875
|
Nationstar Mortgage LLC / Nationstar Capital Corp.
|
||
9.63% due 05/01/19
|
1,500,000
|
1,548,750
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Financial – 7.5% (continued)
|
||
International Lease Finance Corp.
|
||
8.75% due 03/15/17
|
1,380,000
|
$ 1,492,125
|
Ally Financial, Inc.
|
||
5.13% due 09/30/242
|
1,375,000
|
1,453,994
|
CIT Group, Inc.
|
||
5.00% due 05/15/17
|
1,380,000
|
1,425,540
|
Navient Corp.
|
||
6.00% due 01/25/17
|
1,380,000
|
1,419,606
|
DuPont Fabros Technology, LP
|
||
5.63% due 06/15/232
|
1,100,000
|
1,133,000
|
AerCap Ireland Capital Limited / AerCap Global Aviation Trust
|
||
4.63% due 10/30/20
|
200,000
|
207,750
|
Total Financial
|
30,349,591
|
|
Industrial – 6.2%
|
||
Masco Corp.
|
||
4.45% due 04/01/252
|
2,500,000
|
2,512,500
|
MasTec, Inc.
|
||
4.88% due 03/15/232
|
2,612,000
|
2,200,610
|
TransDigm, Inc.
|
||
6.50% due 07/15/24
|
2,125,000
|
2,172,813
|
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer
|
||
7.13% due 04/15/19
|
2,103,000
|
2,145,060
|
Energizer Holdings, Inc.
|
||
5.50% due 06/15/252,5
|
1,925,000
|
1,968,313
|
Eletson Holdings
|
||
9.63% due 01/15/222,5
|
2,000,000
|
1,844,999
|
Boise Cascade Co.
|
||
6.38% due 11/01/202
|
1,725,000
|
1,794,000
|
Cleaver-Brooks, Inc.
|
||
8.75% due 12/15/192,5
|
1,750,000
|
1,693,300
|
Navios Maritime Holdings Inc. / Navios Maritime Finance II US Inc
|
||
7.38% due 01/15/222,5
|
1,500,000
|
1,185,000
|
8.13% due 02/15/19
|
625,000
|
459,375
|
Navios Maritime Acquisition Corp. / Navios Acquisition Finance US, Inc.
|
||
8.13% due 11/15/212,5
|
1,700,000
|
1,634,125
|
Ball Corp.
|
||
5.25% due 07/01/25
|
1,500,000
|
1,530,000
|
Waterjet Holdings, Inc.
|
||
7.63% due 02/01/202,5
|
1,472,000
|
1,490,400
|
KLX, Inc.
|
||
5.88% due 12/01/222,5
|
1,250,000
|
1,282,031
|
Dispensing Dynamics International
|
||
12.50% due 01/01/185
|
925,000
|
915,750
|
Total Industrial
|
24,828,276
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Energy – 5.8%
|
||
Tesoro Corp.
|
||
5.13% due 04/01/242
|
1,937,000
|
$ 1,966,054
|
PBF Holding Company LLC / PBF Finance Corp.
|
||
8.25% due 02/15/202
|
1,650,000
|
1,740,750
|
Genesis Energy Limited Partnership / Genesis Energy Finance Corp.
|
||
6.00% due 05/15/232
|
1,896,000
|
1,734,840
|
Western Refining, Inc.
|
||
6.25% due 04/01/212
|
1,718,000
|
1,718,000
|
Continental Resources, Inc.
|
||
5.00% due 09/15/222
|
1,875,000
|
1,687,500
|
CONSOL Energy, Inc.
|
||
8.00% due 04/01/232,5
|
2,375,000
|
1,668,438
|
Noble Energy, Inc.
|
||
5.88% due 06/01/242
|
1,625,000
|
1,634,456
|
SESI LLC
|
||
6.38% due 05/01/192
|
1,625,000
|
1,612,813
|
Southwestern Energy Co.
|
||
4.95% due 01/23/25
|
1,750,000
|
1,529,435
|
Marathon Oil Corp.
|
||
3.85% due 06/01/252
|
1,625,000
|
1,463,770
|
Regency Energy Partners LP / Regency Energy Finance Corp.
|
||
5.88% due 03/01/222
|
1,375,000
|
1,413,871
|
Murphy Oil Corp.
|
||
3.70% due 12/01/222
|
1,588,000
|
1,301,256
|
Calumet Specialty Products Partners Limited Partnership / Calumet Finance Corp.
|
||
6.50% due 04/15/212
|
1,375,000
|
1,285,625
|
Western Refining Logistics Limited Partnership / WNRL Finance Corp.
|
||
7.50% due 02/15/232
|
1,210,000
|
1,240,250
|
Cimarex Energy Co.
|
||
4.38% due 06/01/242
|
1,100,000
|
1,096,108
|
Hess Corp.
|
||
3.50% due 07/15/24
|
550,000
|
513,494
|
Total Energy
|
23,606,660
|
|
Consumer, Cyclical – 5.4%
|
||
Hilton Worldwide Finance LLC / Hilton Worldwide Finance Corp.
|
||
5.63% due 10/15/212
|
3,000,000
|
3,155,009
|
Dana Holding Corp.
|
||
5.50% due 12/15/242
|
2,675,000
|
2,681,687
|
CVS Health Corp.
|
||
5.00% due 12/01/242,5
|
1,650,000
|
1,836,044
|
Scientific Games International, Inc.
|
||
10.00% due 12/01/222
|
2,000,000
|
1,780,000
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Consumer, Cyclical – 5.4% (continued)
|
||
Global Partners Limited Partnership / GLP Finance Corp.
|
||
6.25% due 07/15/222
|
1,375,000
|
$ 1,271,875
|
7.00% due 06/15/23
|
499,000
|
471,555
|
Fiat Chrysler Automobiles N.V.
|
||
5.25% due 04/15/232
|
1,525,000
|
1,525,000
|
Brookfield Residential Properties, Inc.
|
||
6.38% due 05/15/252,5
|
1,500,000
|
1,447,500
|
Carlson Wagonlit B.V.
|
||
6.88% due 06/15/192,5
|
1,250,000
|
1,314,063
|
Regal Entertainment Group
|
||
5.75% due 02/01/252
|
1,291,000
|
1,273,249
|
MGM Resorts International
|
||
6.00% due 03/15/232
|
1,100,000
|
1,119,250
|
7.75% due 03/15/22
|
90,000
|
100,238
|
Travelex Financing plc
|
||
8.00% due 08/01/185
|
725,000 GBP
|
1,170,098
|
First Cash Financial Services, Inc.
|
||
6.75% due 04/01/212
|
1,110,000
|
1,112,775
|
Speedway Motorsports, Inc.
|
||
5.13% due 02/01/232
|
1,100,000
|
1,111,000
|
VistaJet Malta Finance plc / VistaJet Company Finance LLC
|
||
7.75% due 06/01/205
|
263,000
|
228,810
|
Total Consumer, Cyclical
|
21,598,153
|
|
Basic Materials – 5.0%
|
||
Celanese US Holdings LLC
|
||
5.88% due 06/15/212
|
2,534,000
|
2,736,720
|
4.63% due 11/15/222
|
1,750,000
|
1,765,313
|
Commercial Metals Co.
|
||
4.88% due 05/15/232
|
2,550,000
|
2,269,500
|
Blue Cube Spinco, Inc.
|
||
10.00% due 10/15/252,5
|
1,750,000
|
1,907,500
|
TPC Group, Inc.
|
||
8.75% due 12/15/202,5
|
1,750,000
|
1,439,550
|
St. Barbara Ltd.
|
||
8.88% due 04/15/185
|
1,500,000
|
1,432,500
|
Compass Minerals International, Inc.
|
||
4.88% due 07/15/242,5
|
1,250,000
|
1,221,875
|
First Quantum Minerals Ltd.
|
||
7.00% due 02/15/212,5
|
1,628,000
|
1,212,860
|
Sappi Papier Holding GmbH
|
||
6.63% due 04/15/212,5
|
1,200,000
|
1,212,000
|
Tronox Finance LLC
|
||
7.50% due 03/15/225
|
1,375,000
|
976,250
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Basic Materials – 5.0% (continued)
|
||
Novasep Holding SAS
|
||
8.00% due 12/15/165
|
958,000
|
$ 924,470
|
A Schulman, Inc.
|
||
6.88% due 06/01/235
|
792,000
|
790,020
|
Appvion, Inc.
|
||
9.00% due 06/01/205
|
1,875,000
|
768,750
|
Hexion, Inc.
|
||
8.88% due 02/01/18
|
825,000
|
635,250
|
Steel Dynamics, Inc.
|
||
5.25% due 04/15/232
|
572,000
|
559,130
|
FMG Resources August 2006 Pty Ltd.
|
||
9.75% due 03/01/225
|
320,000
|
319,200
|
Total Basic Materials
|
20,170,888
|
|
Communications – 4.9%
|
||
Frontier Communications Corp.
|
||
11.00% due 09/15/252,5
|
3,000,000
|
3,151,859
|
CenturyLink, Inc.
|
||
6.75% due 12/01/232
|
3,000,000
|
2,988,450
|
Neptune Finco Corp.
|
||
10.88% due 10/15/252,5
|
2,525,000
|
2,701,750
|
Sprint Communications, Inc.
|
||
7.00% due 03/01/202,5
|
2,475,000
|
2,604,938
|
West Corp.
|
||
5.38% due 07/15/222,5
|
2,250,000
|
2,151,563
|
EarthLink Holdings Corp.
|
||
7.38% due 06/01/202
|
1,962,000
|
2,035,575
|
Radio One, Inc.
|
||
7.38% due 04/15/222,5
|
1,650,000
|
1,540,688
|
ViaSat, Inc.
|
||
6.88% due 06/15/20
|
1,143,000
|
1,198,721
|
Telesat Canada / Telesat LLC
|
||
6.00% due 05/15/172,5
|
650,000
|
661,375
|
GCI, Inc.
|
||
6.88% due 04/15/25
|
614,000
|
635,490
|
Hughes Satellite Systems Corp.
|
||
6.50% due 06/15/192
|
270,000
|
298,215
|
Total Communications
|
19,968,624
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Face
|
||
Amount~
|
Value
|
|
CORPORATE BONDS†† – 45.0% (continued)
|
||
Technology – 2.1%
|
||
First Data Corp.
|
||
11.75% due 08/15/21
|
3,042,100
|
$ 3,475,599
|
5.38% due 08/15/235
|
1,100,000
|
1,122,000
|
12.63% due 01/15/21
|
685,000
|
786,894
|
NXP B.V. / NXP Funding LLC
|
||
5.75% due 02/15/212,5
|
2,000,000
|
2,097,500
|
ACI Worldwide, Inc.
|
||
6.38% due 08/15/202,5
|
1,000,000
|
1,047,500
|
Total Technology
|
8,529,493
|
|
Diversified – 0.4%
|
||
Horizon Pharma Financing, Inc.
|
||
6.63% due 05/01/235
|
1,875,000
|
1,631,250
|
Total Corporate Bonds
|
||
(Cost $184,004,516)
|
181,516,584
|
|
SENIOR FLOATING RATE INTERESTS††,10 – 1.2%
|
||
Consumer, Non-cyclical – 0.6%
|
||
Sprint Industrial Holdings LLC
|
||
11.25% due 11/14/19
|
1,650,000
|
1,295,249
|
Caraustar Industries, Inc.
|
||
8.00% due 05/01/19
|
876,604
|
876,970
|
Total Consumer, Non-cyclical
|
2,172,219
|
|
Basic Materials – 0.6%
|
||
Vertellus Specialties, Inc.
|
||
10.50% due 10/31/19
|
1,361,250
|
1,211,513
|
Fortescue Resources
|
||
4.25% due 06/30/19
|
1,677,150
|
1,425,158
|
Total Basic Materials
|
2,636,671
|
|
Total Senior Floating Rate Interests
|
||
(Cost $5,164,511)
|
4,808,890
|
|
Total Investments – 164.0%
|
||
(Cost $668,161,617)
|
661,713,810
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015 | |
Contracts
|
||
(100 shares per contract)
|
Value
|
|
CALL OPTIONS WRITTEN†,* – (0.2)%
|
||
Citigroup, Inc. Expiring November 2015 with strike price of $52.50
|
359
|
$ (53,132)
|
Gilead Sciences, Inc. Expiring November 2015 with strike price of $110.00
|
338
|
(65,910)
|
Royal Caribbean Cruises Ltd. Expiring December 2015 with strike price of $100.00
|
265
|
(79,500)
|
General Dynamics Corp. Expiring November 2015 with strike price of $145.00
|
240
|
(122,400)
|
MGM Resorts International Expiring November 2015 with strike price of $22.00
|
864
|
(138,240)
|
Apple, Inc. Expiring November 2015 with strike price of $115.00
|
265
|
(141,775)
|
General Motors Co. Expiring November 2015 with strike price of $34.00
|
1,420
|
(197,380)
|
Total Call Options Written
|
||
(Premiums received $514,598)
|
(798,337)
|
|
Other Assets & Liabilities, net – (63.8)%
|
(257,360,522)
|
|
Total Net Assets – 100.0%
|
$ 403,554,951
|
*
|
Non-income producing security.
|
~
|
The face amount is denominated in U.S. Dollars, unless otherwise noted.
|
†
|
Value determined based on Level 1 inputs. Value determined based on Level 2 inputs.
|
††
|
Value determined based on Level 2 inputs.
|
1
|
All or a portion of these securities represent cover for outstanding written options. As of October 31, 2015, the total value of the positions segregated was $22,851,112.
|
2
|
All or a portion of these securities have been physically segregated in connection with borrowings and reverse repurchase agreements. As of October 31, 2015, the total value of the positions segregated was $442,283,729.
|
3
|
Perpetual maturity.
|
4
|
Rate indicated is the 7-day yield as of October 31, 2015.
|
5
|
Security is a 144A or Section 4(a)(2) security. The total market value of 144A or Section 4(a)(2) securities is $134,048,107 (cost $139,413,609), or 33.2% of total net assets. These securities have been determined to be liquid under guidelines established by the Board of Trustees.
|
6
|
Zero coupon rate security.
|
7
|
Security is a step up/step down bond. The coupon increases or decreases at regular intervals until the bond reaches full maturity.
|
8
|
Security becomes an accreting bond after March 1, 2018, with a 2.00% principal accretion rate.
|
9
|
Security is an accreting bond until December 15, 2017, with a 4.00% principal accretion rate, and then accretes at a 2.00% principal accretion rate until maturity.
|
10
|
Variable rate security. The rate indicated is the rate effective at October 31, 2015.
|
PORTFOLIO OF INVESTMENTS continued
|
October 31, 2015
|
|
B.V.
|
Limited Liability Company
|
|
CAD
|
Canadian Dollar
|
|
EUR
|
Euro
|
|
GBP
|
Great Britain Pound
|
|
Gmb H
|
Limited Liability
|
|
N.V.
|
Publicly Traded Company
|
|
plc
|
Public Limited Company
|
|
Pty
|
Proprietary
|
|
S.A.
|
Corporation
|
|
SAB de CV
|
Publicly Traded Company
|
|
REIT
|
Real Estate Investment Trust
|
|
See Sector Classification in Fund Information section.
|
Level 2
|
Level 3
|
||||||||||||||
Level 1
|
Significant
|
Significant
|
|||||||||||||
Quoted
|
Observable
|
Unobservable
|
|||||||||||||
Description
|
Prices
|
Inputs
|
Inputs
|
Total
|
|||||||||||
Assets
|
|||||||||||||||
Convertible Bonds
|
$ | — | $ | 308,215,400 | $ | — | $ | 308,215,400 | |||||||
Corporate Bonds
|
— | 181,516,584 | — | 181,516,584 | |||||||||||
Senior Floating Rate Interests
|
— | 4,808,890 | — | 4,808,890 | |||||||||||
Convertible Preferred Stocks
|
83,823,952 | — | — | 83,823,952 | |||||||||||
Common Stocks
|
74,301,661 | — | — | 74,301,661 | |||||||||||
Short Term Investments
|
9,047,323 | — | — | 9,047,323 | |||||||||||
Forward Foreign Currency
|
|||||||||||||||
Exchange Contracts
|
— | 533,080 | — | 533,080 | |||||||||||
Total
|
$ | 167,172,936 | $ | 495,073,954 | $ | — | $ | 662,246,890 | |||||||
Liabilities
|
|||||||||||||||
Call Options Written
|
$ | 798,337 | $ | — | $ | — | $ | 798,337 | |||||||
Forward Foreign Currency
|
|||||||||||||||
Exchange Contracts
|
— | 129,250 | — | 129,250 | |||||||||||
Swap Agreements
|
— | 823,720 | — | 823,720 | |||||||||||
Total
|
$ | 798,337 | $ | 952,970 | $ | — | $ | 1,751,307 |
STATEMENT OF ASSETS AND LIABILITIES
|
October 31, 2015
|
|||
ASSETS:
|
||||
Investments, at value (cost $668,161,617)
|
$ | 661,713,810 | ||
Cash
|
1,391,110 | |||
Restricted cash
|
1,100,000 | |||
Unrealized appreciation on forward foreign currency exchange contracts
|
533,080 | |||
Receivables:
|
||||
Investments sold
|
8,159,853 | |||
Interest
|
4,772,186 | |||
Dividends
|
261,773 | |||
Other assets
|
37,034 | |||
Total assets
|
677,968,846 | |||
LIABILITIES:
|
||||
Margin loan
|
170,000,000 | |||
Reverse repurchase agreements
|
92,000,000 | |||
Options written, at value (premiums received of $514,598)
|
798,337 | |||
Upfront premiums received on swap agreements
|
576,074 | |||
Unrealized depreciation on swap agreements
|
247,646 | |||
Unrealized depreciation on forward foreign currency exchange contracts
|
129,250 | |||
Interest due on borrowings
|
111,440 | |||
Payable for:
|
||||
Investments purchased
|
9,718,559 | |||
Investment advisory fees
|
302,003 | |||
Professional fees
|
172,067 | |||
Servicing fees
|
117,446 | |||
Administration fees
|
11,645 | |||
Other fees
|
229,428 | |||
Total liabilities
|
274,413,895 | |||
NET ASSETS
|
$ | 403,554,951 | ||
NET ASSETS CONSIST OF:
|
||||
Common Stock, $0.001 par value per share; unlimited number of shares authorized,
|
||||
23,580,877 shares issued and outstanding
|
$ | 23,581 | ||
Additional paid-in capital
|
534,833,697 | |||
Distributions in excess of net investment income
|
(1,694,484 | ) | ||
Accumulated net realized loss on investments, written options, foreign
|
||||
currency transactions and swap agreements
|
(123,028,792 | ) | ||
Net unrealized depreciation on investments, written options, foreign currency
|
||||
translations and swap agreements
|
(6,579,051 | ) | ||
NET ASSETS
|
$ | 403,554,951 | ||
Shares outstanding ($0.001 par value with unlimited amount authorized)
|
23,580,877 | |||
Net asset value, offering price and repurchase price per share
|
$ | 17.11 |
STATEMENT OF OPERATIONS
|
October 31, 2015
|
|||
For the Year Ended October 31, 2015
|
||||
INVESTMENT INCOME:
|
||||
Interest
|
$ | 20,815,104 | ||
Dividends, net of foreign taxes withheld of $5,836
|
5,366,785 | |||
Total investment income
|
26,181,889 | |||
EXPENSES:
|
||||
Interest expense
|
4,616,473 | |||
Investment advisory fees
|
3,750,240 | |||
Servicing fees
|
1,458,426 | |||
Professional fees
|
231,630 | |||
Trustees’ fees and expenses*
|
157,628 | |||
Administration fees
|
144,173 | |||
Fund accounting fees
|
125,219 | |||
Insurance
|
103,531 | |||
Printing fees
|
95,492 | |||
Custodian fees
|
28,784 | |||
NYSE listing fees
|
23,725 | |||
Transfer agent fees
|
20,526 | |||
Other fees
|
1,612 | |||
Total expenses
|
10,757,459 | |||
Net investment income
|
15,424,430 | |||
NET REALIZED AND UNREALIZED GAIN (LOSS):
|
||||
Net realized gain (loss) on:
|
||||
Investments
|
(24,938,922 | ) | ||
Written options
|
255,132 | |||
Foreign currency transactions
|
1,213,255 | |||
Swap agreements
|
(164,650 | ) | ||
Net realized loss
|
(23,635,185 | ) | ||
Net change in unrealized appreciation (depreciation) on:
|
||||
Investments
|
(8,927,778 | ) | ||
Written options
|
(205,920 | ) | ||
Foreign currency translations
|
(315,479 | ) | ||
Swap agreements
|
(247,646 | ) | ||
Net change in unrealized appreciation (depreciation)
|
(9,696,823 | ) | ||
Net realized and unrealized loss
|
(33,332,008 | ) | ||
Net decrease in net assets resulting from operations
|
$ | (17,907,578 | ) |
STATEMENTS OF CHANGES IN NET ASSETS
|
October 31, 2015
|
|||||||
Year Ended
|
Year Ended
|
|||||||
October 31, 2015
|
October 31, 2014
|
|||||||
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
|
||||||||
Net investment income
|
$ | 15,424,430 | $ | 16,820,372 | ||||
Net realized gain (loss) on investments, written options,
|
||||||||
foreign currency transactions and swap agreements
|
(23,635,185 | ) | 20,856,102 | |||||
Net change in unrealized appreciation (depreciation) on
|
||||||||
investments, written options, foreign currency translations
|
||||||||
and swap agreements
|
(9,696,823 | ) | (29,103,398 | ) | ||||
Net increase (decrease) in net assets resulting from operations
|
(17,907,578 | ) | 8,573,076 | |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM:
|
||||||||
Net investment income
|
(17,996,503 | ) | (26.570,932 | ) | ||||
Return of capital
|
(8,574,429 | ) | — | |||||
Total distributions
|
(26,570,932 | ) | (26,570,932 | ) | ||||
Net decrease in net assets
|
(44,478,510 | ) | (17,997,856 | ) | ||||
NET ASSETS:
|
||||||||
Beginning of year
|
448,033,461 | 466,031,317 | ||||||
End of year
|
$ | 403,554,951 | $ | 448,033,461 | ||||
Distributions in excess of net investment income at end of year
|
$ | (1,694,484 | ) | $ | (1,081,789 | ) |
STATEMENT OF CASH FLOWS
|
October 31, 2015
|
|||
For the Year Ended October 31, 2015
|
||||
Cash Flows from Operating Activities:
|
||||
Net decrease in net assets resulting from operations
|
$ | (17,907,578 | ) | |
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to
|
||||
Net Cash Provided by Operating and Investing Activities:
|
||||
Net change in unrealized appreciation (depreciation) on investments
|
8,927,778 | |||
Net change in unrealized appreciation (depreciation) on written options
|
205,920 | |||
Net change in unrealized appreciation (depreciation) on foreign currency translation
|
315,479 | |||
Net change in unrealized appreciation (depreciation) on swap agreements
|
247,646 | |||
Net realized loss on investments
|
24,938,922 | |||
Net realized gain on written options
|
(255,132 | ) | ||
Purchase of long-term investments
|
(794,751,260 | ) | ||
Proceeds from sale of long-term investments
|
790,656,648 | |||
Net proceeds from sale of short-term investments
|
13,394,266 | |||
Net amortization/accretion of premium/discount
|
177,641 | |||
Premiums received on written options
|
1,594,119 | |||
Cost of written options closed
|
(959,333 | ) | ||
Premiums received on swap agreements
|
576,074 | |||
Increase in restricted cash
|
(1,100,000 | ) | ||
Decrease in due from broker
|
507,375 | |||
Decrease in investments sold receivable
|
10,627,964 | |||
Decrease in interest receivable
|
1,020,831 | |||
Decrease in dividends receivable
|
171,938 | |||
Decrease in tax reclaims receivable
|
597 | |||
Decrease in other assets
|
14,744 | |||
Increase in interest due on borrowings
|
86,676 | |||
Decrease in investments purchased payable
|
(10,594,132 | ) | ||
Decrease in investment advisory fees payable
|
(17,733 | ) | ||
Increase in professional fees payable
|
71,100 | |||
Decrease in servicing fees payable
|
(6,896 | ) | ||
Increase in printing fees payable
|
46,250 | |||
Increase in trustees’ fees and expenses payable
|
16,943 | |||
Decrease in administration fees payable
|
(493 | ) | ||
Decrease in other fees
|
(36,506 | ) | ||
Net Cash Provided by Operating and Investing Activities
|
27,969,848 | |||
Cash Flows From Financing Activities:
|
||||
Distributions to common shareholders
|
(26,570,932 | ) | ||
Due to custodian
|
(41,710 | ) | ||
Net Cash Used in Financing Activities
|
(26,612,642 | ) | ||
Net increase in cash
|
1,357,206 | |||
Cash at Beginning of Period (including foreign currency)
|
33,904 | |||
Cash at End of Period (including foreign currency)
|
$ | 1,391,110 | ||
Supplemental Disclosure of Cash Flow Information:
|
||||
Cash paid during the period for interest
|
$ | 4,529,797 |
FINANCIAL HIGHLIGHTS
|
October 31, 2015
|
|||||||||||||||||||
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
October 31,
|
October 31,
|
October 31,
|
October 31,
|
October 31,
|
||||||||||||||||
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||||
Per Share Data:
|
||||||||||||||||||||
Net asset value, beginning of period
|
$ | 19.00 | $ | 19.76 | $ | 17.19 | $ | 17.52 | $ | 19.38 | ||||||||||
Income from investment operations:
|
||||||||||||||||||||
Net investment income(a)
|
0.65 | 0.71 | 0.74 | 1.06 | 1.37 | |||||||||||||||
Net gain (loss) on investments (realized and unrealized)
|
(1.41 | ) | (0.34 | ) | 2.87 | 0.13 | (1.48 | ) | ||||||||||||
Distributions to preferred shareholders from net investment
|
||||||||||||||||||||
income (common share equivalent basis)
|
— | — | (0.02 | ) | (0.17 | ) | (0.17 | ) | ||||||||||||
Total from investment operations
|
(0.76 | ) | 0.37 | 3.59 | 1.02 | (0.28 | ) | |||||||||||||
Less distributions from:
|
||||||||||||||||||||
Net investment income
|
(0.76 | ) | (1.13 | ) | (1.13 | ) | (1.35 | ) | (1.58 | ) | ||||||||||
Return of capital
|
(0.37 | ) | — | — | — | — | ||||||||||||||
Total distributions to shareholders
|
(1.13 | ) | (1.13 | ) | (1.13 | ) | (1.35 | ) | (1.58 | ) | ||||||||||
Increase resulting from tender and repurchase of Auction
|
||||||||||||||||||||
Market Preferred Shares (Note 8)
|
— | — | 0.11 | — | — | |||||||||||||||
Net asset value, end of period
|
$ | 17.11 | $ | 19.00 | $ | 19.76 | $ | 17.19 | $ | 17.52 | ||||||||||
Market Value, end of period
|
$ | 14.13 | $ | 17.34 | $ | 17.81 | $ | 16.84 | $ | 15.87 | ||||||||||
Total Return(b)
|
||||||||||||||||||||
Net asset value
|
-4.20 | % | 1.73 | % | 22.09 | %(d) | 6.18 | % | -1.91 | % | ||||||||||
Market value
|
-12.57 | % | 3.49 | % | 12.90 | % | 15.54 | % | -4.82 | % | ||||||||||
Ratios/Supplemental Data:
|
||||||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 403,555 | $ | 448,033 | $ | 466,031 | $ | 405,461 | $ | 413,041 | ||||||||||
Preferred shares, at redemption value ($25,000 per share
|
||||||||||||||||||||
liquidation preference) (in thousands)
|
N/A | N/A | N/A | $ | 262,000 | $ | 262,000 | |||||||||||||
Preferred shares asset coverage per share(c)
|
N/A | N/A | N/A | $ | 63,689 | $ | 64,412 |
FINANCIAL HIGHLIGHTS continued
|
October 31, 2015
|
|||||||||||||||||||
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
October 31,
|
October 31,
|
October 31,
|
October 31,
|
October 31,
|
||||||||||||||||
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||||
Ratio to average net assets of:
|
||||||||||||||||||||
Net Investment Income, prior to the effect of dividends to
|
||||||||||||||||||||
preferred shares, including interest expense
|
3.56 | % | 3.58 | % | 3.96 | % | 6.23 | % | 7.11 | % | ||||||||||
Net Investment Income, after effect of dividends to preferred
|
||||||||||||||||||||
shares, including interest expense
|
3.56 | % | 3.58 | % | 3.85 | % | 5.26 | % | 6.25 | % | ||||||||||
Total expenses(f)
|
2.48 | % | 2.32 | %(e) | 2.37 | %(e) | 1.72 | %(e) | 1.59 | % | ||||||||||
Portfolio turnover rate
|
117 | % | 264 | % | 240 | % | 218 | % | 93 | % | ||||||||||
Senior Indebtedness
|
||||||||||||||||||||
Total Borrowings outstanding (in thousands)
|
$ | 262,000 | $ | 262,000 | $ | 262,000 | N/A | N/A | ||||||||||||
Asset Coverage per $1,000 of indebtedness(g)
|
$ | 2,540 | $ | 2,710 | $ | 2,779 | N/A | N/A | ||||||||||||
(a)
|
Based on average shares outstanding.
|
(b) |
Total return is calculated assuming a purchase of a common share at the beginning of the period and a sale on the last day of the period reported either at net asset value (“NAV”) or
market price per share. Dividends and distributions are assumed to be reinvested at NAV for NAV returns or the prices obtained under the Fund’s Dividend Reinvestment Plan for
market value returns. Total return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized.
|
(c)
|
Calculated by subtracting the Fund’s total liabilities from the Fund’s total assets and dividing by the total number of preferred shares outstanding.
|
(d)
|
Included in the total return at net asset value is the impact of the tender and repurchase by the Fund of a portion of its AMPS at 99% of the AMPS’ per share liquidation preference.
Had this transaction not occurred, the total return at net asset value would have been lowered by 0.67%.
|
(e)
|
Expense ratio does not reflect the fees and expenses incurred indirectly by the Fund as a result of its investment in shares of business development companies. If these fees were
included in the expense ratio, the increase to the expense ratio would be approximately 0.01%, 0.08%, 0.02% and 0.08%, respectively, for the years ended October 31, 2015, 2014, 2013
and 2012.
|
(f)
|
Excluding interest expense, the operating expense ratio for the years ended October 31, would be:
|
2015
|
2014
|
2013
|
2012
|
2011
|
1.42%
|
1.37%
|
1.47%
|
1.72%
|
1.58%
|
(g)
|
Calculated by subtracting the Fund’s total liabilities (not including the borrowings) from the Fund’s total assets and dividing by the total borrowings.
|
|
N/A
|
Not Applicable |
NOTES TO FINANCIAL STATEMENTS
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Managed Assets
|
Rate
|
First $200,000,000
|
0.0275%
|
Next $300,000,000
|
0.0200%
|
Next $500,000,000
|
0.0150%
|
Over $1,000,000,000
|
0.0100%
|
Net Tax
|
||||
Cost of
|
Net Tax
|
Unrealized
|
||
Investments
|
Gross Tax
|
Gross Tax
|
Unrealized
|
Depreciation on
|
for Tax
|
Unrealized
|
Unrealized
|
Depreciation on
|
Derivatives and
|
Purposes
|
Appreciation
|
Depreciation
|
Investments
|
Foreign Currency
|
$669,976,381
|
$25,823,826
|
$(34,086,397)
|
$(8,262,571)
|
$(535,074)
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Undistributed
|
Undistributed
|
|
Ordinary
|
Long-Term
|
|
Income/
|
Gains/
|
|
(Accumulated
|
(Accumulated
|
|
Ordinary Loss)
|
Capital Loss)
|
|
$ —
|
$ (122,504,574)
|
Total
|
||||
Expires
|
Expires
|
Unlimited
|
Unlimited
|
Capital Loss
|
in 2017
|
in 2019
|
Short-Term
|
Long-Term
|
Carryforward
|
$92,452,933
|
$1,291,643
|
$16,311,432
|
$12,448,566
|
$122,504,574
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Transactions in written options for the year ended October 31, 2015, were as follows:
|
|||||||
Number of
|
Premiums
|
||||||
Contracts
|
Received
|
||||||
Options outstanding, beginning of period
|
1,172 | $ | 163,761 | ||||
Options written during the period
|
12,374 | 1,594,119 | |||||
Options expired during the period
|
(1,498 | ) | (94,292 | ) | |||
Options closed during the period
|
(7,637 | ) | (1,120,173 | ) | |||
Options assigned during the period
|
(660 | ) | (28,817 | ) | |||
Options outstanding, end of period
|
3,751 | $ | 514,598 |
Net Unrealized
|
||||||
Settlement
|
Settlement
|
Value at
|
Appreciation
|
|||
Contracts to Buy
|
Counterparty
|
Date
|
Value
|
10/31/15
|
(Depreciation)
|
|
EUR
|
830,00
|
|||||
for USD
|
935,149
|
The Bank of New York Mellon
|
12/16/2015
|
$ 935,149
|
$ 917,576
|
$ (17,573)
|
EUR
|
699,000
|
|||||
for USD
|
780,911
|
The Bank of New York Mellon
|
12/16/2015
|
780,911
|
772,754
|
(8,157)
|
EUR
|
925,000
|
|||||
for USD
|
1,040,993
|
The Bank of New York Mellon
|
12/16/2015
|
1,040,993
|
1,022,600
|
(18,393)
|
EUR
|
1,000,000
|
|||||
for USD
|
1,120,555
|
The Bank of New York Mellon
|
12/16/2015
|
1,120,555
|
1,105,513
|
(15,042)
|
EUR
|
450,000
|
|||||
for USD
|
503,350
|
The Bank of New York Mellon
|
12/16/2015
|
503,350
|
497,481
|
(5,869)
|
JPY | 221,000,000 |
|
||||
for USD
|
1,847,828
|
The Bank of New York Mellon
|
12/16/2015
|
1,847,828
|
1,832,841
|
(14,987)
|
NOK
|
9,153,000
|
|||||
for USD
|
1,113,944
|
The Bank of New York Mellon
|
12/16/2015
|
1,113,944
|
1,080,861
|
(33,083)
|
$ (113,104)
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
|||||
Net Unrealized
|
||||||
Settlement
|
Settlement
|
Value at
|
Appreciation
|
|||
Contracts to Sell
|
Counterparty
|
Date
|
Value
|
10/31/15
|
(Depreciation)
|
|
CAD
|
550,000
|
|||||
for USD
|
414,697
|
The Bank of New York Mellon
|
12/16/2015
|
$ 414,697
|
$ 420,264
|
$ (5,567)
|
EUR
|
16,256,000
|
|||||
for USD |
18,409,351
|
The Bank of New York Mellon
|
12/16/2015
|
18,409,351
|
17,971,224
|
438,127
|
EUR
|
401,000
|
|||||
for USD
|
454,349
|
The Bank of New York Mellon
|
12/16/2015
|
454,349
|
443,311
|
11,038
|
EUR
|
741,000
|
|||||
for USD
|
829,121
|
The Bank of New York Mellon
|
12/16/2015
|
829,121
|
819,185
|
9,936
|
EUR
|
450,000
|
|||||
for USD
|
507,645
|
The Bank of New York Mellon
|
12/16/2015
|
507,645
|
497,481
|
10,164
|
EUR
|
496,000
|
|||||
for USD
|
563,072
|
The Bank of New York Mellon
|
12/16/2015
|
563,072
|
548,335
|
14,737
|
EUR
|
825,000
|
|||||
for USD
|
909,398
|
The Bank of New York Mellon
|
12/16/2015
|
909,398
|
912,048
|
(2,650)
|
EUR
|
749,000
|
|||||
for USD
|
827,652
|
The Bank of New York Mellon
|
12/16/2015
|
827,652
|
828,029
|
(377)
|
GBP
|
753,000
|
|||||
for USD
|
1,159,643
|
The Bank of New York Mellon
|
12/16/2015
|
1,159,643
|
1,162,707
|
(3,064)
|
GBP
|
1,103,000
|
|||||
for USD
|
1,698,653
|
The Bank of New York Mellon
|
12/16/2015
|
1,698,653
|
1,703,141
|
(4,488)
|
JPY | 221,000,000 |
|
||||
for USD
|
1,847,635
|
The Bank of New York Mellon
|
12/16/2015
|
1,847,635
|
1,832,841
|
14,794
|
NOK
|
9,153,000
|
|||||
for USD
|
1,115,145
|
The Bank of New York Mellon
|
12/16/2015
|
1,115,145
|
1,080,861
|
34,284
|
$ 516,934
|
||||||
Total unrealized appreciation for forward foreign currency exchange contracts
|
$ 403,830
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Upfront
|
|||||||||
Protection
|
Notional
|
Premiums
|
Unrealized
|
||||||
Reference
|
Buy/Sell
|
Premium
|
Maturity
|
Credit
|
Principal
|
Market
|
Paid
|
Appreciation
|
|
Entity
|
Counterparty
|
Protection
|
Rate
|
Date
|
Rating1
|
($000)
|
Value
|
(Received) |
(Depreciation)
|
Tegna, Inc.
|
Citibank, NA
|
Buy
|
5.00%
|
12/20/2020
|
BB+
|
$2,650 |
$ (382,287)
|
$(267,702)
|
$ (114,585)
|
JP Morgan
|
|||||||||
Tegna, Inc.
|
Chase Bank, NA
|
Buy
|
5.00%
|
12/20/2020
|
BB+
|
3,060
|
(441,433)
|
(308,372)
|
(133,061)
|
$(823,720)
|
$(576,074)
|
$(247,646)
|
Statement of Assets and Liabilities
|
||||
Presentation of Fair Values of Derivative Instruments ($000s):
|
||||
Asset Derivatives
|
Liability Derivatives
|
|||
Statement of Assets
|
Statement of Assets
|
|||
Primary Risk Exposure
|
and Liabilities Location
|
Fair Value
|
and Liabilities Location
|
Fair Value
|
Equity risk
|
Investments, at value
|
$ –
|
Options written, at value
|
$ 798
|
Foreign Exchange risk
|
Unrealized appreciation on
|
Unrealized depreciation on
|
||
forward foreign currency
|
forward foreign currency
|
|||
exchange contracts
|
533
|
exchange contracts
|
129
|
|
Credit risk
|
Unrealized appreciation on
|
Unrealized depreciation on
|
||
swap agreements
|
–
|
swap agreements
|
248
|
|
Total
|
$533
|
$1,175
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Effect of Derivative Instruments on the Statement of Operations: ($000s)
|
|||||
Amount of Realized Gain/(Loss) on Derivatives
|
|||||
Derivatives not
|
Foreign
|
||||
accounted for as
|
Currency
|
Swap
|
|||
hedging instruments
|
Options
|
Transactions
|
Agreements
|
Total
|
|
Equity risk
|
$ (971)
|
$ –
|
$ –
|
$ (971)
|
|
Foreign Exchange risk
|
–
|
1,182
|
–
|
1,182
|
|
Credit risk
|
–
|
–
|
(165)
|
(165)
|
|
Total
|
$ (971)
|
$ 1,182
|
$ (165)
|
$ 46
|
|
Change in Unrealized Appreciation/(Depreciation) on Derivatives ($000s)
|
|||||
Derivatives not
|
Foreign
|
||||
accounted for as
|
Currency
|
Swap
|
|||
hedging instruments
|
Options
|
Translations
|
Agreements
|
Total
|
|
Equity risk
|
$ 623
|
$ –
|
$ –
|
$ 623
|
|
Foreign Exchange risk
|
–
|
(324)
|
–
|
(324)
|
|
Credit risk
|
–
|
–
|
(248)
|
(248)
|
|
Total
|
$ 623
|
$ (324)
|
$ (248)
|
$ 51
|
|
Derivative Volume
|
Option Contracts:
|
|
Average Number of Contracts Written
|
1,032
|
Average Number of Contracts Purchased
|
–*
|
Forward Foreign Currency Exchange Contracts:
|
|
Average Settlement Value Purchased
|
$1,402,398
|
Average Settlement Value Sold
|
2,653,775
|
Swap Agreements:
|
|
Average Notional Value
|
$7,340,000
|
* The average number of contracts purchased from November 1, 2014 to November 17, 2014 was 4,527.
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Gross
|
Net Amounts
|
|||||||
Amounts
|
of Assets
|
|||||||
Gross
|
Offset in the
|
Presented in
|
Derivatives
|
|||||
Amounts of
|
Statement the |
Statement
|
Available
|
|||||
Investment
|
Recognized
|
of Assets &
|
of Assets &
|
for
|
Financial
|
Collateral
|
Net
|
|
Counterparty
|
Type
|
Assets
|
Liabilities
|
Liabilities
|
Offset
|
Instruments
|
Received
|
Amount
|
Bank of New York
|
Forward
|
$ 533,080
|
$ –
|
$ 533,080
|
$(129,250)
|
$ –
|
$ –
|
$403,830
|
Mellon
|
Foreign
|
|||||||
Currency
|
||||||||
Exchange
|
||||||||
Contracts
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Gross
|
Net Amounts
|
|||||||
Amounts
|
of Liabilities
|
|||||||
Gross
|
Offset in the
|
Presented in
|
Derivatives
|
|||||
Amounts of
|
Statement |
the Statement
|
Available
|
|||||
Investment
|
Recognized
|
of Assets &
|
of Assets &
|
for
|
Financial
|
Collateral
|
Net
|
|
Counterparty
|
Type
|
Liabilities
|
Liabilities
|
Liabilities
|
Offset
|
Instruments
|
Pledged
|
Amount
|
Bank of America
|
Reverse
|
$92,000,000
|
$ –
|
$92,000,000
|
$ –
|
$(92,000,000)
|
$ –
|
$ –
|
Merrill Lynch
|
Repurchase
|
|||||||
Agreement
|
||||||||
Bank of New York
|
Forward
|
129,250
|
–
|
129,250
|
(129,250)
|
–
|
–
|
–
|
Mellon
|
Foreign
|
|||||||
Currency
|
||||||||
Exchange
|
||||||||
Contracts
|
||||||||
Citibank, NA
|
Swap
|
114,585
|
–
|
114,585
|
–
|
–
|
(114,585)
|
–
|
Agreements
|
||||||||
JP Morgan
|
Swap
|
133,061
|
–
|
133,061
|
–
|
–
|
(133,061)
|
–
|
Chase Bank, NA
|
Agreements
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Number of
|
||
Shares
|
Amount
|
|
Series
|
Redeemed
|
Redeemed
|
M7
|
102
|
$2,550,000
|
T28
|
102
|
$2,550,000
|
W7
|
102
|
$2,550,000
|
W28
|
56
|
$1,440,000
|
TH28
|
102
|
$2,550,000
|
F7
|
56
|
$1,440,000
|
Number of AMPS
|
|||
Number of
|
Outstanding
|
||
AMPS
|
After
|
||
Series
|
CUSIP
|
Tendered
|
Tender Offer
|
M7
|
00764C208
|
2,023
|
25
|
T28
|
00764C307
|
2,046
|
2
|
W7
|
00764C406
|
2,018
|
30
|
W28
|
00764C703
|
1,143
|
1
|
TH28
|
00764C505
|
2,046
|
2
|
F7
|
00764C604
|
1,141
|
3
|
Number of | ||||
AMPS
|
Amount
|
Redemption
|
||
Series
|
CUSIP
|
Redeemed
|
Redeemed
|
Date
|
M7
|
00764C208
|
25
|
$625,000
|
June 18, 2013
|
T28
|
00764C307
|
2
|
50,000
|
June 26, 2013
|
W7
|
00764C406
|
30
|
750,000
|
June 13, 2013
|
W28
|
00764C703
|
1
|
25,000
|
June 13, 2013
|
TH28
|
00764C505
|
2
|
50,000
|
June 14, 2013
|
F7
|
00764C604
|
3
|
75,000
|
June 17, 2013
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
Overnight and
|
Up to
|
31 - 90
|
Greater than
|
||
Continuous
|
30 days
|
days
|
90 days
|
Total
|
|
Convertible Bonds
|
$ —
|
$ —
|
$ 38,577,416
|
$ —
|
$ 38,577,416
|
Corporate Bonds
|
—
|
—
|
37,573,755
|
—
|
37,573,755
|
Convertible Preferred
|
|||||
Stocks
|
—
|
—
|
15,848,829
|
—
|
15,848,829
|
Total Borrowings
|
$ —
|
$ —
|
$ 92,000,000
|
$ —
|
$ 92,000,000
|
Gross amount of
|
|||||
recognized liabilities
|
|||||
for reverse repurchase
|
|||||
agreements
|
$ —
|
$ —
|
$ 92,000,000
|
$ —
|
$ 92,000,000
|
NOTES TO FINANCIAL STATEMENTS continued
|
October 31, 2015
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
October 31, 2015
|
SUPPLEMENTAL INFORMATION (Unaudited)
|
October 31, 2015
|
||
Federal Income Tax Information
|
|||
Qualified dividend income of as much as $3,350,713 was received by the Fund through October 31, 2015. The Fund intends to designate the maximum amount of dividends that qualify for the reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.
|
|||
For corporate shareholders $2,888,437 of investment income (dividend income plus short-term gains, if any) qualified for the dividends-received deduction.
|
|||
Additionally, of the taxable ordinary income distributions paid during the fiscal year ending October 31, 2015, the Fund had the corresponding percentage qualify as interest related dividends as permitted by IRC Section 871(k)(1) and IRC Section 871(k)(2).
|
|||
% Qualifying Interest
|
|||
77.20%
|
|||
In January 2016, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the distributions received by you in the calendar year 2015.
|
|||
Results of Shareholder Votes
|
|||
The Annual Meeting of Shareholders of the Fund was held on September 30, 2015. Shareholders voted on the election of Trustees.
|
|||
With regards to the election of the following Class III Trustees by shareholders of the Fund:
|
|||
# of Shares in Favor
|
# of Shares Against
|
# of Shares Abstain
|
|
Tracy V. Maitland
|
21,328,173
|
482,119
|
302,264
|
Ronald A. Nyberg
|
21,313,549
|
500,192
|
298,815
|
The other Trustees of the Fund whose terms did not expire in 2015 are Randall C. Barnes, Daniel L. Black, Derek Medina, Gerald L. Seizert and Michael A. Smart.
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
October 31, 2015
|
||||
Trustees
|
|||||
The Trustees of the Advent Claymore Convertible Securities and Income Fund and their principal business occupations during the past five years:
|
|||||
Position(s)
|
Term of Office
|
Number of
|
|||
Held
|
and Length
|
Portfolios in
|
|||
Name, Address
|
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
and Year of Birth
|
Trust
|
Served*
|
During Past Five Years
|
Overseen**
|
Held by Trustees
|
Independent Trustees:
|
|||||
Randall C.
|
Trustee
|
Since 2005
|
Current: Private Investor (2001-present).
|
106
|
Current: Trustee, Purpose Investments
|
Barnes++
|
Funds (2014-present).
|
||||
(1951)
|
Former: Senior Vice President and Treasurer, PepsiCo, Inc. (1993-1997);
|
||||
President, Pizza Hut International (1991-1993); Senior Vice President,
Strategic Planning and New Business Development, PepsiCo, Inc. (1987-1990).
|
|||||
Daniel L. Black+
|
Trustee
|
Since 2005
|
Current: Managing Partner, the Wicks Group of Cos., LLC (2003-present).
|
3
|
Current: Harlem Lacrosse & Leadership
|
(1960)
|
Inc. (2014-present); Bendon Publishing
|
||||
Former: Managing Director and Co-head of the Merchant Banking Group
|
International (2012-present); Antenna
|
||||
at BNY Capital Markets, a division of BNY Mellon (1998-2003); and Co-Head
|
International, Inc. (2010-present);
|
||||
of U.S. Corporate Banking at BNY Mellon (1995-1998).
|
Bonded Services, Ltd. (2011-present).
|
||||
Former: Penn Foster Education Group,
|
|||||
Inc. (2007-2009).
|
|||||
Derek Medina+
|
Trustee
|
Since 2003
|
Current: Senior Vice President, Business Affairs at ABC News
|
3
|
Current: Young Scholar’s Institute
|
(1966 )
|
(2008-present). |
(2005-present); Oliver Scholars
|
|||
(2011-present).
|
|||||
Former: Vice President, Business Affairs and News Planning at ABC News
|
|||||
(2003-2008); Executive Director, Office of the President at ABC News
|
|||||
(2000-2003); Associate at Cleary Gottlieb Steen & Hamilton (law firm)
|
|||||
(1995-1998); Associate in Corporate Finance at J.P. Morgan/Morgan
|
|||||
Guaranty (1988-1990).
|
|||||
Ronald A.
|
Trustee and
|
Since 2004
|
Current: Partner, Nyberg & Cassioppi, LLC (2000-present).
|
108
|
Current: Edward-Elmhurst Healthcare
|
Nyberg++
|
Chairman of the
|
System (2012-present).
|
|||
(1953)
|
Nominating and
|
Former: Executive Vice President, General Counsel, and Corporate
|
|||
Governance
|
Secretary, Van Kampen Investments (1982-1999).
|
||||
Committee
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
October 31, 2015
|
||||
Position(s)
|
Term of Office
|
Number of
|
|||
Held
|
and Length
|
Portfolios in
|
|||
Name, Address
|
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
and Year of Birth
|
Trust
|
Served*
|
During Past Five Years
|
Overseen**
|
Held by Trustees
|
Independent Trustees continued:
|
|||||
Gerald L. Seizert,
|
Trustee
|
Since 2003
|
Current: Managing Partner of Seizert Capital Partners, LLC, where
|
3
|
Current: University of Toledo Foundation
|
CFA, CIC+
|
he directs the equity disciplines of the firm.
|
(2013-present); Beaumont Hospital
|
|||
(1952)
|
(2012-present).
|
||||
Former: Co-Chief Executive (1998-1999) and a Managing Partner and
|
|||||
Chief Investment Officer – Equities of Munder Capital Management, LLC
|
|||||
(1995-1999); Vice President and Portfolio Manager of Loomis, Sayles &
|
|||||
Co., L.P. (asset manager) (1984-1995); Vice President and Portfolio
|
|||||
Manager at First of America Bank (1978-1984).
|
|||||
Michael A. Smart+
|
Trustee
|
Since 2003
|
Current: Managing Partner, Herndon Equity Partners (2014 – Present),
|
3
|
Current: President & Chairman, Board
|
(1960)
|
Managing Partner, Cordova, Smart & Williams, LLC (2003-present).
|
of Directors, Berkshire Blanket
|
|||
Holdings, Inc. (2006-present);
|
|||||
Former: Managing Director in Investment Banking – the Private Equity
|
President and Chairman, Board of
|
||||
Group (1995-2001) and a Vice President in Investment Banking – Corporate
|
Directors, Sqwincher Holdings
|
||||
Finance (1992-1995) at Merrill Lynch & Co; Founding Partner of The
|
(2006-present); Board of Directors,
|
||||
Carpediem Group, a private placement firm (1991-1992); Associate at
|
Sprint Industrial Holdings
|
||||
Dillon, Read and Co. (investment bank) (1988-1990).
|
(2007-present); Vice Chairman,
|
||||
Board of Directors, National
|
|||||
Association of Investment
|
|||||
Companies (“NAIC”) (2010-present).
Trustee, The Mead School
(May 2014 – Present).
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
October 31, 2015
|
||||
Position(s)
|
Term of Office
|
Number of
|
|||
Held
|
and Length
|
Portfolios in
|
|||
Name, Address
|
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
and Year of Birth
|
Trust
|
Served*
|
During Past Five Years
|
Overseen**
|
Held by Trustees
|
Interested Trustee:
|
|||||
Tracy V. Maitland+ø
|
Trustee,
|
Since 2003
|
Current: President and Founder, Advent Capital Management, LLC
|
3
|
None.
|
(1960)
|
Chairman,
|
(2001-present).
|
|||
President and
|
|||||
Chief
|
Former: Prior to June 2001 President, Advent Capital Management,
|
||||
Executive
|
a division of Utendahl Capital.
|
||||
Officer
|
+
|
Address of all Trustees noted: 1271 Avenue of the Americas, 45th Floor, New York, NY 10020.
|
++
|
Address of all Trustees noted: 227 West Monroe Street, Chicago, IL 60606.
|
*
|
Each Trustee is expected to serve a three-year term concurrent with the class of Trustees for which he serves:
|
|
- Mr. Gerald L. Seizert, Mr. Derek Medina and Mr. Randall C. Barnes are the Class I Trustees. The term of the Class I Trustees will continue until the 2016 annual meeting of shareholders or until successors shall have been elected and qualified.
|
|
- Mr. Michael A. Smart and Mr. Daniel L. Black are the Class II Trustees. The term of the Class II Trustees will continue until the 2017 annual meeting of shareholders or until successors shall have been elected and qualified.
|
|
- Mr. Tracy V. Maitland and Mr. Ronald A. Nyberg are the Class III Trustees. The term of the Class III Trustees will continue until the 2018 annual meeting of shareholders or until successors shall have been elected and qualified.
|
**
|
As of period end. The Guggenheim Investments Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds Investment Advisors, LLC and/or Guggenheim Funds Distributors, LLC and/or affiliates of such entities. The Guggenheim Investments Fund Complex is overseen by multiple Boards of Trustees.
|
ø
|
Mr. Maitland is an “interested person” (as defined in section 2(a)(19) of the 1940 Act) of the Fund because of his position as an officer of Advent Capital Management, LLC, the Fund’s Investment Adviser.
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
October 31, 2015
|
|||
Officers
|
||||
The Officers of the Advent Claymore Convertible Securities and Income Fund, who are not Trustees, and their principal occupations during the past five years:
|
Position(s)
|
|||
Held
|
Term of Office
|
||
Name, Address*
|
with the
|
and Length of
|
|
and Year of Birth
|
Trust
|
Time Served**
|
Principal Occupations During Past Five Years
|
Officers:
|
|||
Edward C. Delk
|
Secretary and
|
Since 2012
|
Current: General Counsel and Chief Compliance Officer, Advent Capital Management, LLC (2012-present).
|
(1968)
|
Chief
|
||
|
Compliance
|
|
Former: Assistant General Counsel and Chief Compliance Officer, Insight Venture Management, LLC (2009-2012); Associate General Counsel,
|
|
Officer
|
TIAA-CREF (2008-2009); Principal, Legal Department, The Vanguard Group, Inc. (2000-2008).
|
|
Tony Huang
|
Vice President
|
Since 2014
|
Current: Vice President, Co-Portfolio Manager and Analyst, Advent Capital Management, LLC (2007-present).
|
(1976)
|
and Assistant
|
||
|
Secretary
|
|
Former: Senior Vice President, Portfolio Manager and Analyst, Essex Investment Management (2001-2006); Vice President, Analyst, Abacus
|
|
|
Investments (2001); Vice President, Portfolio Manager, M/C Venture Partners (2000-2001); Associate, Fidelity Investments (1996-2000).
|
|
Robert White
|
Treasurer and
|
Since 2005
|
Current: Chief Financial Officer, Advent Capital Management, LLC (2005-present).
|
(1965)
|
Chief Financial
|
||
Officer
|
Former: Vice President, Client Service Manager, Goldman Sachs Prime Brokerage (1997-2005).
|
DIVIDEND REINVESTMENT PLAN (Unaudited)
|
October 31, 2015
|
DIVIDEND REINVESTMENT PLAN (Unaudited) continued
|
October 31, 2015
|
CONSIDERATIONS REGARDING ANNUAL REVIEW
|
|
OF THE INVESTMENT MANAGEMENT AGREEMENT (Unaudited)
|
October 31, 2015
|
CONSIDERATIONS REGARDING ANNUAL REVIEW
|
|
OF THE INVESTMENT MANAGEMENT AGREEMENT (Unaudited) (continued)
|
October 31, 2015
|
CONSIDERATIONS REGARDING ANNUAL REVIEW
|
|
OF THE INVESTMENT MANAGEMENT AGREEMENT (Unaudited) (continued)
|
October 31, 2015
|
CONSIDERATIONS REGARDING ANNUAL REVIEW
|
|
OF THE INVESTMENT MANAGEMENT AGREEMENT (Unaudited) (continued)
|
October 31, 2015
|
FUND INFORMATION
|
October 31, 2015
|
Board of Trustees
|
Investment Adviser
|
Randall C. Barnes
|
Advent Capital Management, LLC
|
New York, NY
|
|
Daniel L. Black
|
|
Servicing Agent
|
|
Tracy V. Maitland,*
|
Guggenheim Funds Distributors, LLC
|
Chairman
|
Chicago, IL
|
Derek Medina
|
Accounting Agent and Custodian
|
The Bank of New York Mellon
|
|
Ronald A. Nyberg
|
New York, NY
|
Gerald L. Seizert
|
Administrator
|
Rydex Fund Services, LLC
|
|
Michael A. Smart
|
Rockville, MD
|
* Trustee is an “interested person” of the Fund
|
Transfer Agent
|
as defined in the Investment Company Act of
|
Computershare Trust Company, N.A.
|
1940, as amended.
|
Jersey City, NJ
|
Officers
|
Legal Counsel
|
Skadden, Arps, Slate, Meagher
|
|
Tracy V. Maitland
|
& Flom LLP
|
President and Chief Executive Officer
|
New York, NY
|
Robert White
|
Independent Registered Public
|
Treasurer and Chief Financial Officer
|
Accounting Firm
|
PricewaterhouseCoopers LLP
|
|
Edward C. Delk
|
New York, NY
|
Secretary and Chief Compliance Officer
|
|
Tony Huang
|
|
Vice President and Assistant Secretary
|
FUND INFORMATION continued
|
October 31, 2015
|
Advent Capital Management, LLC
|
Guggenheim Funds Distributors, LLC
|
1271 Avenue of the Americas, 45th Floor
|
227 West Monroe Street
|
New York, NY 10020
|
Chicago, IL 60606
|
Member FINRA/SIPC
|
|
(12/15)
|
|
NOT FDIC-INSURED l NOT BANK-GUARANTEED l MAY LOSE VALUE
|
Name
|
Since
|
Professional Experience
|
Tracy Maitland
|
2003
(Inception)
|
Chief Executive Officer and Founder at Advent Capital Management, LLC.
|
Paul Latronica
|
2011
|
Portfolio Manager at Advent Capital Management, LLC. He has been associated with Advent Capital Management for more than fifteen years.
|
Tony Huang
|
2014
|
Vice President, Portfolio Management & Research at Advent Capital Management, LLC; formerly at Essex Investment Management and Fidelity Investment.
|
David Hulme
|
2014
|
Managing Director at Advent Capital Management, LLC; formerly, Investment Director and Portfolio Manager at Van Eck Global Asset Management, Investment Analyst at Peregrine Asset Management, and Deputy Manager of the Financial Markets Group at PriceWaterhouse.
|
Michael Brown
|
2014
|
Managing Director at Advent Capital Management, LLC; formerly, Director at Evergreen Investments, and also worked in portfolio management and analyst capacities at Duetsche Asset Management, Merrill Lynch Investment Management, and Eagle Asset Management.
|
Type of Account
|
Number of
Accounts
|
Total Assets in
the Accounts
|
Number of Accounts In
Which the Advisory
Fee is Based on
Performance
|
Total Assets in the
Accounts In Which the
Advisory Fee is Based
on Performance
|
Registered investment companies
|
0
|
$0.00
|
0
|
$0.00
|
Other pooled investment vehicles
|
2
|
$233,772,763.20
|
2
|
$233,772,763.20
|
Other accounts
|
418
|
$4,543,698,982.83
|
1
|
$253,699,609.18
|
Type of Account
|
Number of
Accounts
|
Total Assets in
the Accounts
|
Number of Accounts In
Which the Advisory
Fee is Based on
Performance
|
Total Assets in the
Accounts In Which the
Advisory Fee is Based
on Performance
|
Registered investment companies
|
3
|
$1,250,406,337.71
|
0
|
$0.00
|
Other pooled investment vehicles
|
2
|
$672,586,731.34
|
0
|
$0.00
|
Other accounts
|
384
|
$3,067,208,815.52
|
2
|
$469,722,339.95
|
Type of Account
|
Number of
Accounts
|
Total Assets in
the Accounts
|
Number of Accounts In
Which the Advisory
Fee is Based on
Performance
|
Total Assets in the
Accounts In Which the
Advisory Fee is Based
on Performance
|
Registered investment companies
|
3
|
$1,250,406,337.71
|
0
|
$0.00
|
Other pooled investment vehicles
|
0
|
$0.00
|
0
|
$0.00
|
Other accounts
|
0
|
$0.00
|
0
|
$0.00
|
Type of Account
|
Number of
Accounts
|
Total Assets in
the Accounts
|
Number of Accounts In
Which the Advisory
Fee is Based on
Performance
|
Total Assets in the
Accounts In Which the
Advisory Fee is Based
on Performance
|
Registered investment companies
|
3
|
$1,250,406,337.71
|
0
|
$0.00
|
Other pooled investment vehicles
|
2
|
$620,528,380.36
|
0
|
$0.00
|
Other accounts
|
41
|
$2,604,991,712.39
|
1
|
$253,699,609.18
|
Type of Account
|
Number of
Accounts
|
Total Assets in
the Accounts
|
Number of Accounts In
Which the Advisory
Fee is Based on
Performance
|
Total Assets in the
Accounts In Which the
Advisory Fee is Based
on Performance
|
Registered investment companies
|
3
|
$1,250,406,337.71
|
0
|
$0.00
|
Other pooled investment vehicles
|
0
|
$0.00
|
0
|
$0.00
|
Other accounts
|
0
|
$0.00
|
0
|
$0.00
|
·
|
the Investment Company Act of 1940, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the “1940 Act”);
|
·
|
the Investment Advisers Act of 1940, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Advisers Act”);
|
·
|
the Code of Ethics adopted by the Fund and the other Funds pursuant to Rule 17j-1(c) under the 1940 Act (collectively, the “Fund’s 1940 Act Code of Ethics”);
|
·
|
one or more codes of ethics adopted by the Advisor and the Investment Manager that have been reviewed and approved by those trustees (the “Trustees”) of the Fund that are not “interested persons” of the Fund (the “Independent Trustees”) within the meaning of the 1940 Act (the “Advisor’s 1940 Act Code of Ethics” and, together with the Fund’s 1940 Act Code of Ethics, the “1940 Act Codes of Ethics”);
|
·
|
the policies and procedures adopted by the Fund to address conflict of interest situations, such as procedures under Rule 10f-3 and Rule 17a-7 under the 1940 Act (collectively, the “Fund Policies”);
|
·
|
the Advisor’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Advisor Policies”); and
|
·
|
the Investment Manager’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Investment Manager Policies”); and
|
·
|
act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules;
|
·
|
comply with the laws, rules and regulations that govern the conduct of the Fund’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance With Code Of Ethics”; and
|
·
|
adhere to a high standard of business ethics.
|
·
|
the receipt of any entertainment or non-nominal gift by the Senior Officer, or a member of his or her family, from any company with which the Fund has current or prospective business dealings (other than the Advisor or the Investment Manager), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
|
·
|
any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than the Advisor or the Investment Manager; or
|
·
|
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Senior Officer’s employment by the Advisor or the Investment Manager, such as compensation or equity ownership.
|
·
|
familiarize himself or herself with the disclosure requirements applicable to the Fund as well as the business and financial operations of the Fund; and
|
·
|
not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, including to the Trustees, the Fund’s independent auditors, the Fund’s counsel, counsel to the Independent Trustees, governmental regulators or self-regulatory organizations.
|
·
|
the General Counsel will take all appropriate action to investigate any actual or potential violations reported to him or her;
|
·
|
violations and potential violations will be reported to the Board after such investigation;
|
·
|
if the Board determines that a violation has occurred, it will take all appropriate disciplinary or preventive action; and
|
·
|
appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities.
|
·
|
that provided the basis for any amendment or waiver to this Code of Ethics; and
|
·
|
relating to any violation of this Code of Ethics and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board.
|
/s/ Tracy V. Maitland
|
Tracy V. Maitland
|
President and Chief Executive Officer
|
/s/ Robert White |
Robert White
|
Treasurer and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
II.
|
GENERAL PROXY VOTING GUIDELINES
|
A.
|
Management Proposals:
|
1.
|
The following management sponsored proposals are often voted in support of management.
|
x o o
For Against Case
by
Case
|
Selection or ratification of auditors
|
x o o
For Against Case by
Case
|
Approval of financial statements, director and auditor reports
|
x o o
For Against Case by
Case
|
Election of Directors
|
x o o
For Against Case by
Case
|
Limiting Directors' liability and broadening indemnification of Directors
|
x o o
For Against Case by
Case
|
Requirement that a certain percentage (up to 66 2/3%) of its Board's members be comprised of independent and unaffiliated Directors
|
x o o
For Against Case by
Case
|
Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors
|
x o o
For Against Case by
Case
|
Recommendations to set retirement ages or require specific levels of stock ownership by Directors
|
x o o
For Against Case by
Case
|
General updating/corrective amendments to the charter
|
x o o
For Against Case by
Case
|
Elimination of cumulative voting
|
x o o
For Against Case by
Case
|
Elimination of preemptive rights
|
x o o
For Against Case by
Case
|
Provisions for confidential voting and independent tabulation of voting results
|
x o o
For Against Case by
Case
|
Proposals related to the conduct of the annual meeting except those proposals which relate to the "transaction of such other business which may come before the meeting”
|
x o o
For Against Case by
Case
|
Capitalization changes which eliminate other classes of stock and voting rights
|
x o o
For Against Case by
Case
|
Proposals to increase the authorization of existing classes of stock if: (i) a clear and legitimate business purpose is stated; (ii) the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and (iii) the authorization does not exceed 10% of shares currently authorized and at least 10% of the new authorization will be outstanding
|
x o o
For Against Case by
Case
|
Proposals to create a new class of preferred stock or for issuances of preferred stock up to 10% of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders
|
x o o
For Against Case by
Case
|
Proposals for share repurchase plans, unless it appears that a repurchase plan lacks a bona fide business purpose
|
x o o
For Against Case by
Case
|
Proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock, provided such proposals have a legitimate business purpose
|
x o o
For Against Case by
Case
|
Proposals to effect stock splits unless such a split would be contrary to shareholders' best interests
|
x o o
For Against Case by
Case
|
Proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not adjust proportionately to the authorized share amount will generally be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases
|
x o o
For Against Case by
Case
|
Director fees unless the amounts are excessive relative to other companies in the country or industry
|
x o o
For Against Case by
Case
|
Employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad based employee plan, including all non-executive employees
|
x o o
For Against Case by
Case
|
Establishment of Employee Stock Option Plans and other employee ownership plans
|
x o o
For Against Case by
Case
|
Modify or rescind existing supermajority vote requirements to amend the charters or bylaws.
|
x o o
For Against Case by
Case
|
Adoption of anti-greenmail provisions provided that the proposal (a) defines greenmail, (b) prohibits buyback offers to large block holders not made to all shareholders or not approved by disinterested shareholders, and (c) contains no anti-takeover measures or other provisions restricting the rights of shareholders.
|
2.
|
The following proposals are often voted against, notwithstanding management support:
|
o x o
For Against Case by
Case
|
Capitalization changes which add classes of stock which substantially dilute the voting interests of existing shareholders
|
o x o
For Against Case by
Case
|
Proposals to increase the authorized number of shares of existing classes of stock which carry preemptive rights or super voting rights
|
o x o
For Against Case by
Case
|
Creation of blank check preferred stock
|
o x o
For Against Case by
Case
|
Changes in capitalization by 5% or more where management does not offer an appropriate rationale or where it is contrary to the best interests of existing shareholders
|
o x o
For Against Case by
Case
|
Compensation proposals that allow for discounted stock options which have not been offered to employees in general
|
o x o
For Against Case by
Case
|
Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered
|
o x o
For Against Case by
Case
|
Anti-takeover and related provision that serve to prevent the majority of shareholders from exercising their rights or effectively deter the appropriate tender offers and other offers
|
o x o
For Against Case by
Case
|
Shareholders rights plans which allow appropriate offers to shareholders to be blocked by the board or trigger provisions which prevent legitimate offers from proceeding
|
o x o
For Against Case by
Case
|
Amendments to bylaws that would require a supermajority shareholder vote to pass or repeal certain provisions
|
o x o
For Against Case by
Case
|
Proposals to indemnify auditors
|
3.
|
The following types of proposals are often voted on a case-by-case basis:
|
o o x
For Against Case by
Case
|
· Mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) will be examined on a case-by-case basis
|
o o x
For Against Case by
Case
|
· Executive/Director stock option plans. Generally, the stock option plans should meet the following criteria: (i) Whether the stock option plan is incentive based; (ii) For mature companies, should be no more than 5% of the issued capital at the time of approval; and (iii) For growth companies, should be no more than 10% of the issued capital at the time of approval
|
o o x
For Against Case by
Case
|
Proposals requiring shareholder ratification of poison pills
|
B.
|
Shareholder Proposals:
|
1.
|
The following shareholder proposals are often supported:
|
x o o
For Against Case by
Case
|
Requiring Auditors to attend the annual meeting of shareholders
|
x o o
For Against Case by
Case
|
Requirement that members of the company's compensation, nominating and audit committees be comprised of independent or unaffiliated Directors
|
2.
|
The following shareholder proposals are often determined on a case-by-case basis:
|
o o x
For Against Case by
Case
|
Proposals which limit tenure of directors
|
o o x
For Against Case by
Case
|
Proposals to limit golden parachutes
|
o o x
For Against Case by
Case
|
Proposals requiring directors to own large amounts of stock to be eligible for election
|
o o x
For Against Case by
Case
|
Restoring cumulative voting in the election of directors
|
o o x
For Against Case by
Case
|
Requirement that a certain percentage of its Board's members be comprised of independent and unaffiliated Directors
|
o o x
For Against Case by
Case
|
Proposals which request or require disclosure of executive compensation in addition to the disclosure required by the Securities and Exchange Commission ("SEC") regulations.
|
o o x
For Against Case by
Case
|
Proposals which limit retirement benefits or executive compensation
|
o o x
For Against Case by
Case
|
Requiring shareholder approval for Bylaw or charter amendments
|
o o x
For Against Case by
Case
|
Requiring shareholder approval for shareholder rights plan or poison pill
|
o o x
For Against Case by
Case
|
Requiring shareholder approval of golden parachutes
|
o o x
For Against Case by
Case
|
Confidential voting
|
o o x
For Against Case by
Case
|
Elimination of certain anti-takeover related provisions
|
o o x
For Against Case by
Case
|
Reduction or elimination of supermajority vote requirements
|
o o x
For Against Case by
Case
|
Prohibit payment of greenmail
|
3.
|
The following shareholder proposals are often not supported:
|
o x o
For Against Case by
Case
|
Requirements that the issuer prepare reports which are costly to provide or which would require duplicative efforts or expenditures which are of a non-business nature or would provide no pertinent information from the perspective of institutional shareholders
|
o x o
For Against Case by
Case
|
Restrictions related to social, political or special interest issues that impact the ability of the company to do business or be competitive and which have a significant financial or best interest impact to the shareholders
|
o x o
For Against Case by
Case
|
Proposals which require inappropriate endorsements or corporate actions.
|
1.
|
The Committee, consisting of members designated by the Chief Executive Officer, shall establish and review these Policies and Procedures and determine how the Advisor will vote proxies on an ongoing basis.
|
2.
|
The Committee shall have the authority to amend and change the Policies and Procedures and designate voting positions consistent with the objective of maximizing long-term investment returns for the Advisor's clients.
|
3.
|
The Committee shall meet as needed to oversee and address all questions relating to the Advisor's Policies and Procedures, including: (1) general review of proposals
|
|
being put forth at shareholder meetings of portfolio companies; (2) adopting changes in the Policies and Procedures; (3) determining whether voting on matters in the manner favored by the Advisor are "material" conflicts of interests within the meaning of Rule 206(4)-6 under the Investment Advisors Act of 1940, as amended; (4) determining how to vote matters for which specific direction has not been provided the Proxy Voting Guidelines (i.e. "case by case" matters) or are otherwise not covered by the Proxy Voting Guidelines (collectively, "Discretionary Proposals"); (5) determining whether to override the Proxy Voting Guidelines with respect to any proxy vote; and (6) designating a compliance officer (the "Compliance Officer") to implement the Operating Procedures set forth in Part B of this Section III.
|
4.
|
The Committee will periodically review the Proxy Voting Guidelines to determine if they are current and consistent with the Advisor's policy and will make appropriate changes as needed.
|
1.
|
The Compliance Officer will review all new client accounts to determine whether (i) the account contains voting securities and (ii) the client has delegated proxy voting authorization to the Advisor in the investment advisory agreement or (iii) the client has otherwise provided specific voting instructions. Any questions regarding whether or not a security is a "voting" security or whether voting authority has been delegated by a client will be directed to the General Counsel of the Advisor.
|
2.
|
The Compliance Officer will receive proxy materials and ballots and reconcile these materials with holdings in client accounts at least once monthly.
|
3.
|
The Compliance Officer will compile and review the matters to be voted on, at least once monthly, and determine: (i) which matters are to be voted in accordance with the Proxy Voting Guidelines (a "Pre-Determined Matter"); and (ii) which matters are Discretionary Matters and (iii) which matters are to be voted pursuant to the instructions of clients (a "Directed Matter"). Any questions regarding whether a matter is a Pre-Determined Matter, a Discretionary Matter or a Directed Matter will be directed to the General Counsel of the Advisor.
|
4.
|
For all Discretionary Matters, the Compliance Officer shall screen the matter and make a preliminary determination regarding whether the matter presents a potential material conflict of interest between the interests of the Advisor and its affiliates on the one hand and the Advisor's client on the other.
|
5.
|
For each Discretionary Matter, the Compliance Officer shall solicit written reports from portfolio managers, investment personnel, analysts and other employees of the advisor who may have an investment or other professional interest in the Discretionary Matter. The Compliance Officer shall compile these reports in an "Advisory Report."
|
6.
|
The Compliance Officer shall present each meeting of the Committee with: (i) a list of all Pre-Determined Matters to be voted in accordance with the Proxy Voting Guidelines; (ii) a list of all Discretionary Matters; (iii) a list of all Directed Matters to be voted in accordance with client instructions (iv) the Potential Conflicts List; and (v) any Advisory Reports.
|
7.
|
The Committee shall meet quarterly. The Committee shall review and approve the list of Pre-Determined Matters to be voted in accordance with the Proxy Voting Guidelines and the list of all Directed Matters to be voted in accordance with client instructions. For each Discretionary Matter presented, the Committee will determine: (i) the manner in which to vote on the proxy and, (ii) whether the manner in which the Committee has determined to vote the proxy would, under the facts and circumstances, create a material conflict of interest between the interests of the Advisor and its affiliates on the one hand and the Advisor's clients on the other. In making the finding required in (ii) above, the Committee shall consider the Potential Conflicts List and any other material relationship known to the Committee between the Advisor and its affiliates and the Material Parties.
|
8.
|
If any portfolio manager, investment person, or any other employee of the Advisor wishes to vote a proxy with respect to a Pre-Determined Matter in a manner other than that set forth in the Proxy Voting Guidelines (an "Override Matter"), such person shall contact the Compliance Officer. The Compliance Officer shall screen the Override Matter against the Master List and include the results on the Potential Conflicts List. The Compliance Officer shall also solicit an Advisory Report for presentation to the Committee. The Override Matter shall be presented at the next scheduled meeting of the Committee for a determination of: (i) whether the matter should be voted in a manner other than as specified in the Proxy Voting Guidelines; and (ii) whether the manner in which the Committee has determined to vote the proxy would constitute a material conflict of interest. If the Committee determines that a material conflict of interest exists with respect to voting the Override Matter in the manner it favors, the Committee shall direct the Compliance Officer to either: (i) vote the Override Matter in the manner originally prescribed by the Proxy Voting Guidelines; or (ii) obtain the informed written consent of the affected client (or clients) to the Committee's favored vote.
|
9.
|
Directed Matters will be voted in accordance with the instructions of the client.
|
10.
|
The Compliance Officer will ensure that all proxies are voted in accordance with these Procedures and Policies.
|
11.
|
The Compliance Officer may delegate any of his or her functions to a third party proxy voting or other service provider.
|
12.
|
All decisions of the Committee, including all determinations regarding whether or not a material conflict of interest existed with respect to a Discretionary or Override Matter and the basis for such determination, shall be documented in writing and maintained by the Compliance Officer for a period of at least 6 years.
|
A.
|
Voting Policy
|
B.
|
Duty to Vote Proxies
|
C.
|
Voting Procedure
|
D.
|
Disclosure to Clients
|
E.
|
Recordkeeping Requirements
|
V,@_P JZ#4K"'4K-K:<
ML$8@Y4X(QZ5#-I%M/I::?-ODB10%8GYACH
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end
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end