GuggenheimInvestments.com
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CEF-FMO-AR-1116
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·
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Daily, weekly and monthly data on share prices, distributions, dividends and more
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·
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Portfolio overviews and performance analyses
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·
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Announcements, press releases and special notices
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·
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Fund and adviser contact information
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(Unaudited)
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November 30, 2016
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(Unaudited) continued
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited)
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited) continued
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited) continued
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited) continued
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited) continued
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November 30, 2016
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QUESTIONS & ANSWERS (Unaudited) continued
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November 30, 2016
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FUND SUMMARY (Unaudited)
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November 30, 2016
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Fund Statistics
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Share Price
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$14.82
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Net Asset Value (NAV)
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$14.76
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Premium to NAV
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0.41%
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Net Assets ($000)
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$496,831
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AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED NOVEMBER 30, 2016 |
|||||
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Since
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One
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Three
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Five
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Ten
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Inception
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|
Year
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Year
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Year
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Year
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(12/28/04)
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Fiduciary/Claymore MLP
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|
|
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Opportunity Fund
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|
|
|
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NAV
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6.32%
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-7.71%
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1.99%
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3.77%
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5.50%
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Market
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22.79%
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-7.91%
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0.71%
|
4.07%
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5.15%
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FUND SUMMARY (Unaudited) continued
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November 30, 2016
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Portfolio Breakdown
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% of Net Assets
|
Diversified Infrastructure
|
42.6%
|
Midstream Oil
|
39.7%
|
Midstream Natural Gas
|
31.3%
|
Gathering & Processing
|
24.0%
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Marine Transportation
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9.9%
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Natural Gas Pipelines & Storage
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6.7%
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Other Energy Infrastructure
|
1.7%
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Total Long Term Investments
|
155.9%
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Short Term Investments
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1.7%
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Total Investments
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157.6%
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Other Assets & Liabilities, net
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-57.6%
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Net Assets
|
100.0%
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FUND SUMMARY (Unaudited) continued
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November 30, 2016
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SCHEDULE OF INVESTMENTS
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November 30, 2016
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Shares
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Value
|
||||||
COMMON STOCKS† – 0.3%
|
||||||||
Midstream Oil – 0.3%
|
||||||||
SemGroup Corp.
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45,423
|
$
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1,637,499
|
|||||
Total Common Stocks
|
||||||||
(Cost $1,495,893)
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1,637,499
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|||||||
MASTER LIMITED PARTNERSHIPS† – 155.6%
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||||||||
Diversified Infrastructure – 42.6%
|
||||||||
Energy Transfer Partners, LP1
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1,834,977
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64,444,393
|
||||||
Enbridge Energy Partners, LP1
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2,038,990
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50,363,053
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||||||
MPLX, LP1
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876,899
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28,806,132
|
||||||
Tesoro Logistics, LP1
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543,530
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25,616,569
|
||||||
Enterprise Products Partners, LP1
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816,369
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21,168,448
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||||||
Enbridge Energy Management LLC*,1,2
|
840,086
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20,985,348
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||||||
Total Diversified Infrastructure
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211,383,943
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|||||||
Midstream Oil – 39.4%
|
||||||||
Magellan Midstream Partners, LP1
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774,827
|
53,656,769
|
||||||
Plains All American Pipeline, LP1
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1,499,132
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49,396,399
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||||||
Buckeye Partners, LP1
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613,026
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39,442,093
|
||||||
Genesis Energy, LP1
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551,775
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19,279,019
|
||||||
Delek Logistics Partners, LP1
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385,285
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9,844,032
|
||||||
USD Partners, LP1
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563,625
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8,003,475
|
||||||
NGL Energy Partners, LP1
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404,810
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7,509,226
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||||||
JP Energy Partners, LP
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501,345
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4,151,137
|
||||||
World Point Terminals, LP1
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168,065
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2,826,853
|
||||||
PBF Logistics, LP1
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77,085
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1,437,635
|
||||||
Total Midstream Oil
|
195,546,638
|
|||||||
Midstream Natural Gas – 31.3%
|
||||||||
Williams Partners, LP1
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2,777,601
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101,382,437
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||||||
Tallgrass Energy Partners, LP1
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514,995
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24,122,366
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||||||
Enable Midstream Partners, LP1
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1,315,415
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20,546,782
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||||||
ONEOK Partners, LP1
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232,060
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9,700,108
|
||||||
Total Midstream Natural Gas
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155,751,693
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|||||||
Gathering & Processing – 24.0%
|
||||||||
DCP Midstream Partners, LP1
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1,811,804
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62,742,773
|
||||||
EnLink Midstream Partners, LP1
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2,118,335
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37,113,229
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||||||
Summit Midstream Partners, LP1
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789,021
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17,713,521
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||||||
Noble Midstream Partners, LP*,3
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50,000
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1,603,500
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||||||
Total Gathering & Processing
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119,173,023
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SCHEDULE OF INVESTMENTS continued
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November 30, 2016
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Shares
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Value
|
||||||
MASTER LIMITED PARTNERSHIPS† – 155.6% (continued)
|
||||||||
Marine Transportation – 9.9%
|
||||||||
Teekay Offshore Partners, LP1
|
3,397,582
|
$
|
18,584,773
|
|||||
KNOT Offshore Partners, LP1
|
612,535
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13,353,263
|
||||||
Golar LNG Partners, LP1
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392,360
|
8,741,781
|
||||||
Navios Maritime Midstream Partners, LP1
|
700,620
|
7,349,504
|
||||||
Teekay LNG Partners, LP1
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80,000
|
1,228,000
|
||||||
Total Marine Transportation
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49,257,321
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|||||||
Natural Gas Pipelines & Storage – 6.7%
|
||||||||
TC PipeLines, LP1
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626,740
|
33,311,231
|
||||||
Other Energy Infrastructure – 1.7%
|
||||||||
Archrock Partners, LP1
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523,595
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8,346,104
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||||||
Total Master Limited Partnerships
|
||||||||
(Cost $460,744,367)
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772,769,953
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|||||||
SHORT TERM INVESTMENTS† – 1.7%
|
||||||||
Dreyfus Treasury Prime Cash Management Fund – Investor Shares, 0.01%4
|
8,488,237
|
8,488,237
|
||||||
Total Short Term Investments
|
||||||||
(Cost $8,488,237)
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8,488,237
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|||||||
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Face
|
|||||||
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Amount
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Value
|
||||||
TERM LOAN†† – 0.0%**
|
||||||||
Clearwater Subordinated Note NR
|
||||||||
4.75% due 12/31/205,6,7
|
413,329
|
$
|
4,133
|
|||||
Total Term Loan
|
||||||||
(Cost $396,254)
|
4,133
|
|||||||
Total Investments – 157.6%
|
||||||||
(Cost $471,124,751)
|
$
|
782,899,822
|
||||||
Other Assets & Liabilities, net – (57.6)%
|
(286,069,320
|
)
|
||||||
Total Net Assets – 100.0%
|
$
|
496,830,502
|
*
|
|
Non-income producing security.
|
**
|
|
Less than 0.05%
|
|
|
|
†
|
|
Value determined based on Level 1 inputs — See Note 4.
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††
|
Value determined based on Level 3 inputs — See Note 4. | |
|
|
|
1
|
|
All or a portion of these securities have been physically segregated and pledged as collateral. As of November 30, 2016, the total amount segregated was $682,059,459, of which $682,059,459 is related to the outstanding line of credit.
|
|
|
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2
|
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While non-income producing, security makes regular in-kind distributions.
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|
|
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3
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Represents a new issue security. Security has not made an initial distribution to shareholders.
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|
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4
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Rate indicated is the 7-day yield as of November 30, 2016.
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5
|
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Security was fair valued by the Valuation Committee at November 30, 2016. The total market value of fair valued securities amounts to $4,133 (cost $396,254) or less than 0.05% of total net assets.
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SCHEDULE OF INVESTMENTS continued
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November 30, 2016
|
6
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Security is restricted and may be resold only in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2016, restricted securities aggregate market value amount to $4,133 or less than 0.05% of net assets - see Note 10.
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|
|
|
7
|
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Company has filed for protection in federal bankruptcy court.
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Level 2
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Level 3
|
|
|
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Significant
|
Significant
|
|
|
Level 1
|
Observable
|
Unobservable
|
|
|
Quoted Prices
|
Inputs
|
Inputs
|
Total
|
Assets:
|
|
|
|
|
Common Stocks
|
$ 1,637,499
|
$ —
|
$ —
|
$ 1,637,499
|
Master Limited Partnerships
|
772,769,953
|
—
|
—
|
772,769,953
|
Short Term Investments
|
8,488,237
|
—
|
—
|
8,488,237
|
Term Loan
|
—
|
—
|
4,133
|
4,133
|
Total Assets
|
$ 782,895,689
|
$ —
|
$ 4,133
|
$ 782,899,822
|
|
Ending Balance at
|
Valuation
|
Unobservable
|
Category
|
11/30/16
|
Technique
|
Inputs
|
Term Loan
|
$4,133
|
Cash flow model
|
Royalties on coal produced
|
LEVEL 3 – Fair Value measurement using significant unobservable inputs
|
||||
Assets:
|
||||
Beginning Balance
|
$
|
4,133
|
||
Purchases
|
—
|
|||
Sales
|
—
|
|||
Total change in unrealized gains or losses included in earnings
|
—
|
|||
Transfers into Level 3
|
—
|
|||
Transfers out of Level 3
|
—
|
|||
Ending Balance
|
$
|
4,133
|
||
Net change in unrealized appreciation (depreciation) for investments
|
||||
in securities still held at November 30, 2016
|
$
|
—
|
STATEMENT OF ASSETS AND LIABILITIES
|
November 30, 2016
|
|||
ASSETS:
|
||||
Investments in securities, at value (cost $471,124,751)
|
$
|
782,899,822
|
||
Current tax receivable
|
3,331,099
|
|||
Investments sold receivable
|
18,860,834
|
|||
Prepaid expenses
|
9,101
|
|||
Total assets
|
805,100,856
|
|||
LIABILITIES:
|
||||
Borrowings
|
183,000,000
|
|||
Interest due on borrowings
|
19,404
|
|||
Payable for:
|
||||
Net deferred tax
|
99,887,975
|
|||
Investments purchased
|
11,772,384
|
|||
Due to Custodian
|
12,514,226
|
|||
Investment advisory fees
|
546,916
|
|||
Offering costs
|
261,803
|
|||
Trustees’ fees and expenses*
|
3,607
|
|||
Other fees and expenses
|
264,039
|
|||
Total liabilities
|
308,270,354
|
|||
Net Assets
|
$
|
496,830,502
|
||
NET ASSETS CONSIST OF:
|
||||
Common shares, $.01 par value per share; unlimited number of shares authorized,
|
||||
33,651,772 shares issued and outstanding
|
336,518
|
|||
Additional paid-in capital
|
239,026,454
|
|||
Accumulated net investment loss, net of tax benefit (expense)
|
(67,976,557
|
)
|
||
Accumulated net realized gain on investments, net of tax
|
134,520,997
|
|||
Net unrealized appreciation on investments, net of tax
|
190,923,090
|
|||
NET ASSETS
|
$
|
496,830,502
|
||
Shares outstanding ($0.01 par value with unlimited amount authorized)
|
33,651,772
|
|||
Net Asset Value
|
$
|
14.76
|
STATEMENT OF OPERATIONS
|
November 30, 2016
|
|||
For the Period Ended November 30, 2016
|
||||
INVESTMENT INCOME:
|
||||
Distributions from master limited partnerships
|
$
|
65,261,898
|
||
Less: Return of capital distributions
|
(56,990,747
|
)
|
||
Less: Distributions classified as realized gains
|
(5,024,115
|
)
|
||
Total investment income
|
3,247,036
|
|||
EXPENSES:
|
||||
Investment advisory fees
|
6,428,486
|
|||
Interest expense
|
3,064,925
|
|||
Professional fees
|
366,319
|
|||
Trustees’ fees and expenses*
|
139,808
|
|||
Administration fees
|
136,414
|
|||
Fund accounting fees
|
119,429
|
|||
Printing fees
|
83,368
|
|||
Registration and filings
|
30,755
|
|||
Insurance
|
26,119
|
|||
Transfer agent fees
|
20,003
|
|||
Custodian fees
|
18,323
|
|||
Other fees
|
2,600
|
|||
Total expenses
|
10,436,549
|
|||
Advisory fees waived
|
(6,760
|
)
|
||
Net expenses
|
10,429,789
|
|||
Net investment loss before taxes
|
(7,182,753
|
)
|
||
Deferred tax benefit (expense)
|
2,423,201
|
|||
Net investment loss
|
(4,759,552
|
)
|
||
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
|
||||
Net realized gain (loss) on:
|
||||
Investments before taxes
|
(28,526,276
|
)
|
||
Deferred tax benefit (expense)
|
9,623,733
|
|||
Net realized gain/(loss) on investments
|
(18,902,543
|
)
|
||
Net change in unrealized appreciation (depreciation) on:
|
||||
Investments before taxes
|
73,615,709
|
|||
Deferred tax benefit (expense)
|
(24,835,276
|
)
|
||
Net change in unrealized appreciation (depreciation) on investments
|
48,780,433
|
|||
Net realized and unrealized gain on investments
|
29,877,890
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
25,118,338
|
||
* Relates to Trustees not deemed “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act.
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
November 30, 2016
|
|
For the
|
For the
|
||||||
|
Year Ended
|
Year Ended
|
||||||
|
November 30, 2016
|
November 30, 2015
|
||||||
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
|
||||||||
Net investment loss
|
$
|
(4,759,552
|
)
|
$
|
(3,580,119
|
)
|
||
Net realized gain (loss) on investments
|
(18,902,543
|
)
|
17,289,492
|
|||||
Net change in unrealized appreciation (depreciation)
|
||||||||
on investments
|
48,780,433
|
(324,832,538
|
)
|
|||||
Net increase (decrease) in net assets resulting from operations
|
25,118,338
|
(311,123,165
|
)
|
|||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS:
|
||||||||
Return of capital – See Note 2(c)
|
(57,851,472
|
)
|
(57,285,768
|
)
|
||||
SHAREHOLDER TRANSACTIONS:
|
||||||||
Net proceeds from common shares issued through at-the-
|
||||||||
market offerings
|
—
|
4,097,112
|
||||||
Shares issued through dividend reinvestment
|
1,171,729
|
1,102,379
|
||||||
Common share offering costs charged to paid-in capital
|
—
|
(24,957
|
)
|
|||||
Net increase in net assets from share transactions
|
1,171,729
|
5,174,534
|
||||||
Net decrease in net assets
|
(31,561,405
|
)
|
(363,234,399
|
)
|
||||
NET ASSETS:
|
||||||||
Beginning of period
|
528,391,907
|
891,626,306
|
||||||
End of period
|
$
|
496,830,502
|
$
|
528,391,907
|
||||
Accumulated net investment loss, net of tax benefit, at
|
||||||||
end of year
|
$
|
(67,976,557
|
)
|
$
|
(63,217,005
|
)
|
STATEMENT OF CASH FLOWS
|
November 30, 2016
|
For the Year Ended November 30, 2016
|
|
Cash Flows from Operating Activities:
|
||||
Net increase in net assets resulting from operations
|
$
|
25,118,338
|
||
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to
|
||||
Net Cash Provided by Operating Activities:
|
||||
Net change in unrealized (appreciation) depreciation on investments before taxes
|
(73,615,709
|
)
|
||
Net realized loss on investments before taxes
|
28,526,276
|
|||
Purchases of long-term investments
|
(175,785,629
|
)
|
||
Proceeds from sale of long-term investments
|
262,813,274
|
|||
Net proceeds from sale of short-term investments
|
1,894,035
|
|||
Return of capital distributions received from investee companies
|
56,990,747
|
|||
Distributions classified as realized gains from investee companies
|
5,024,115
|
|||
Decrease in current tax receivable
|
2,077,897
|
|||
Increase in investments sold receivable
|
(18,240,532
|
)
|
||
Decrease in prepaid expenses
|
10,030
|
|||
Decrease in net deferred tax liability
|
(1,961,881
|
)
|
||
Increase in payable due to custodian bank
|
12,514,226
|
|||
Decrease in interest due on borrowings
|
(301,917
|
)
|
||
Increase in investments purchased payable
|
11,772,384
|
|||
Decrease in investment advisory fees payable
|
(55,108
|
)
|
||
Decrease in fund accounting fees payable
|
(9,768
|
)
|
||
Decrease in administration fees payable
|
(13,444
|
)
|
||
Decrease in trustees’ fees and expenses payable
|
(5,938
|
)
|
||
Decrease in offering costs payable
|
(79,394
|
)
|
||
Increase in other fees and expenses payable
|
7,713
|
|||
Net Cash Provided by Operating Activities
|
$
|
136,679,715
|
||
Cash Flows From Financing Activities:
|
||||
Distributions to common shareholders
|
(56,679,743
|
)
|
||
Payments on borrowings
|
(99,000,000
|
)
|
||
Proceeds from borrowings
|
19,000,000
|
|||
Net Cash Used by Financing Activities
|
(136,679,743
|
)
|
||
Net decrease in cash
|
(28
|
)
|
||
Cash at Beginning of Period
|
28
|
|||
Cash at End of Period
|
$
|
—
|
||
Supplemental Disclosure of Cash Flow Information: Cash paid during the
|
||||
period for interest
|
$
|
3,366,842
|
||
Supplemental Disclosure of Cash Flow Information: Taxes paid during the period
|
$
|
20,973,058
|
||
Supplemental Disclosure of Non Cash Financing Activity: Dividend reinvestment
|
$
|
1,171,729
|
||
Supplemental Disclosure of Non Cash Financing Activity: In kind stock
|
||||
dividends received during the period
|
$
|
1,821,050
|
FINANCIAL HIGHLIGHTS
|
|
|
|
November 30, 2016
|
|
For the
|
For the
|
For the
|
For the
|
For the
|
|||||||||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
|
November 30,
|
November 30, | November 30, | November 30, | November 30, | |||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
Per Share Data:
|
||||||||||||||||||||
Net asset value, beginning of period
|
$
|
15.74
|
$
|
26.73
|
$
|
24.60
|
$
|
20.96
|
$
|
20.17
|
||||||||||
Income from investment operations:
|
||||||||||||||||||||
Net investment loss(a)(b)
|
(0.14
|
)
|
(0.11
|
)
|
(0.25
|
)
|
(0.25
|
)
|
(0.23
|
)
|
||||||||||
Net gain (loss) on investments (realized and unrealized)(b)
|
0.88
|
(9.17
|
)
|
4.06
|
5.54
|
2.53
|
||||||||||||||
Total from investment operations
|
0.74
|
(9.28
|
)
|
3.81
|
5.29
|
2.30
|
||||||||||||||
Common shares' offering expenses charged to paid-in capital
|
(0.00
|
)
|
(0.00
|
)*
|
(0.00
|
)*
|
(0.02
|
)
|
(0.01
|
)
|
||||||||||
Less distributions from:
|
||||||||||||||||||||
Return of capital(c)
|
(1.72
|
)
|
(1.71
|
)
|
(1.68
|
)
|
(1.63
|
)
|
(1.50
|
)
|
||||||||||
Net asset value, end of period
|
$
|
14.76
|
$
|
15.74
|
$
|
26.73
|
$
|
24.60
|
$
|
20.96
|
||||||||||
Market value, end of period
|
$
|
14.82
|
$
|
13.76
|
$
|
27.51
|
$
|
25.11
|
$
|
22.03
|
||||||||||
Total Return(d)
|
||||||||||||||||||||
Net asset value
|
6.32
|
%
|
-36.06
|
%
|
15.61
|
%
|
25.72
|
%
|
11.69
|
%
|
||||||||||
Market value
|
22.79
|
%
|
-45.44
|
%
|
16.58
|
%
|
21.66
|
%
|
8.93
|
%
|
||||||||||
Ratios/Supplemental Data:
|
||||||||||||||||||||
Net assets, end of period (thousands)
|
$
|
496,831
|
$
|
528,392
|
$
|
891,626
|
$
|
800,228
|
$
|
570,127
|
||||||||||
Ratio of net expenses to average net assets:
|
||||||||||||||||||||
Including current and deferred income tax
|
5.05
|
%
|
(23.57
|
)%
|
10.58
|
%
|
13.09
|
%
|
9.98
|
%
|
||||||||||
Excluding current and deferred income tax(e)
|
2.27
|
%
|
2.01
|
%
|
1.79
|
%
|
1.77
|
%
|
1.99
|
%
|
||||||||||
Ratios of net investment income (loss) to average net assets:
|
||||||||||||||||||||
Excluding current and deferred income tax
|
(1.56
|
)%
|
(0.78
|
)%
|
(1.54
|
)%
|
(1.63
|
)%
|
(1.96
|
)%
|
||||||||||
Including current and deferred income tax
|
(4.34
|
)%
|
24.80
|
%
|
(10.33
|
)%
|
(12.95
|
)%
|
(9.96
|
)%
|
||||||||||
Portfolio turnover rate
|
24
|
%
|
17
|
%
|
8
|
%
|
30
|
%
|
18
|
%
|
FINANCIAL HIGHLIGHTS continued
|
November 30, 2016
|
|
For the
|
For the
|
For the
|
For the
|
For the
|
|||||||||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
|
November 30,
|
November 30,
|
November 30,
|
November 30,
|
November 30,
|
|||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
|||||||||||||||
Senior Indebtedness
|
||||||||||||||||||||
Total borrowings outstanding (in thousands)
|
$
|
183,000
|
$
|
263,000
|
$
|
290,000
|
$
|
259,000
|
$
|
190,000
|
||||||||||
Asset coverage per $1,000 of indebtedness(f)
|
$
|
3,715
|
$
|
3,009
|
$
|
4,075
|
$
|
4,090
|
$
|
4,001
|
*
|
|
Less than $0.005.
|
|
|
|
(a)
|
|
Based on average shares outstanding during the period.
|
|
|
|
(b)
|
|
The character of dividends received for each period is based upon estimates made at the time the distribution was received. Any necessary adjustments are reflected in the following fiscal year when the actual character is known. See Note 2(b) of the Notes to Financial Statements for additional information.
|
|
|
|
(c)
|
|
For the years ended November 30, 2016, 2015, 2014, 2013 and 2012 approximately $0.00, $1.36, $1.23, $1.52 and $0.88 per common share represents qualified dividend income for federal income tax purposes, respectively. The remaining distributions represent return of capital for federal income tax purposes. For GAAP purposes, all of the distributions were considered return of capital. See Note 2(c) of the Notes to Financial Statements for additional information.
|
|
|
|
(d)
|
|
Total investment 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 investment return does not reflect brokerage commissions.
|
|
|
|
(e)
|
|
Excluding current and deferred income taxes and interest expense, the net operating expense ratio for the years ended November 30 would be:
|
2016
|
2015
|
2014
|
2013
|
2012
|
1.60%
|
1.53%
|
1.42%
|
1.38%
|
1.49%
|
(f)
|
|
Calculated by subtracting the Fund’s total liabilities (not including the borrowings) from the Fund’s total assets and dividing by the total borrowings.
|
NOTES TO FINANCIAL STATEMENTS
|
November 30, 2016
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
The final tax character of the distributions were as follows:
|
||||||||
|
2016
|
2015
|
||||||
Dividend Income
|
$
|
—
|
$
|
44,549,715
|
||||
Tax return of capital
|
57,851,472
|
12,736,053
|
||||||
Total
|
$
|
57,851,472
|
$
|
57,285,768
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
|
Gross Tax
|
Gross
|
Net Tax
|
Cost of Investments
|
Unrealized
|
Tax Unrealized
|
Unrealized
|
for Tax Purposes
|
Appreciation
|
Depreciation
|
Appreciation
|
$471,489,243
|
$344,736,576
|
$(33,325,997)
|
$311,410,579
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
Current federal income tax expense
|
$
|
(12,788,677
|
)
|
|
Current state income tax expense
|
(1,961,547
|
)
|
||
Deferred federal income tax benefit
|
1,123,813
|
|||
Deferred state income tax benefit
|
838,069
|
|||
Total current and deferred tax expense
|
$
|
(12,788,342
|
)
|
|
Rate
|
|||||||
Application of statutory income tax rate
|
$
|
13,267,338
|
35.00
|
%
|
||||
State income taxes
|
1,125,306
|
2.97
|
%
|
|||||
Permanent differences and other
|
(1,604,302
|
)
|
(4.23
|
)%
|
||||
Total
|
$
|
12,788,342
|
33.74
|
%
|
Deferred tax assets:
|
||||
Deferred tax benefit on capital loss carryover and foreign tax credits
|
$
|
18,350,313
|
||
Deferred tax liabilities:
|
||||
Deferred tax on unrealized gain on investments and capital loss carryforward
|
$
|
(118,238,288
|
)
|
|
Net deferred tax liability
|
$
|
(99,887,975
|
)
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
Transactions in common shares were as follows:
|
|
|
|
Year Ended
|
Year Ended
|
|
November 30, 2016
|
November 30, 2015
|
Beginning Shares
|
33,572,117
|
33,351,750
|
Shares issued through dividend reinvestment
|
79,655
|
44,362
|
Common shares issued through at-the-market offering
|
—
|
176,005
|
Common shares issued through overnight offering
|
—
|
—
|
Ending shares
|
33,651,772
|
33,572,117
|
NOTES TO FINANCIAL STATEMENTS continued
|
November 30, 2016
|
|
|
Price at
|
|||||||||||||||||||||||
Date of
|
Current
|
Fair Market
|
% of Acquisition
|
11/30/16
|
|||||||||||||||||||||
Security
|
Acquisition
|
Shares/Par
|
Cost
|
Value
|
Net Assets
|
Date
|
Price
|
||||||||||||||||||
Clearwater Subordinate Note
|
09/29/2008
|
$
|
359,812
|
$
|
344,961
|
$
|
3,598
|
0.00
|
%*
|
$
|
100.00
|
$
|
1.00
|
||||||||||||
Clearwater Subordinate Note
|
01/09/2009
|
53,517
|
51,293
|
535
|
0.00
|
%*
|
$
|
100.00
|
$
|
1.00
|
|||||||||||||||
Total
|
|
$
|
396,254
|
$
|
4,133
|
0.00
|
%*
|
||||||||||||||||||
* Amount is less than 0.05% of net assets.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
November 30, 2015
|
SUPPLEMENTAL INFORMATION (Unaudited)
|
November 30, 2016
|
Name,
|
Position(s)
|
Term of Office
|
|
Number of
|
|
Address*
|
Held
|
and Length
|
|
Portfolios in
|
|
and Year |
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
of Birth
|
Trust
|
Served**
|
During Past Five Years
|
Overseen
|
Held by Trustees
|
Independent Trustees:
|
|
|
|
|
|
Randall C.
|
Trustee
|
Since 2004
|
Current: Private Investor (2001-present).
|
98
|
Current: Trustee, Purpose
|
Barnes |
|
|
|
|
Investments Funds (2014-
|
(1951)
|
|
|
Former: Senior Vice President and Treasurer, PepsiCo, Inc. (1993-
|
|
present).
|
|
|
|
1997); President, Pizza Hut International (1991-1993); Senior Vice
|
|
|
President, Strategic Planning and New Business Development, | |||||
PepsiCo, Inc. (1987-1990).
|
|||||
Donald A. Chubb, Jr.
|
Trustee |
Since 2014
|
Current: Business broker and manager of commercial real estate,
|
95
|
Current: Midland Care, Inc.
|
(1946 )
|
|
|
Griffith & Blair, Inc. (1997-present).
|
|
(2011-present).
|
Jerry B. Farley
|
Trustee
|
Since 2014
|
Current: President, Washburn University (1997-present).
|
95
|
Current: Westar Energy, Inc.
|
(1946)
|
|
|
|
|
(2004-present); CoreFirst Bank &
|
|
|
|
|
|
Trust (2000-present).
|
Roman
|
Trustee and
|
Since 2011
|
Current: Founder and Managing Partner, Roman Friedrich &
|
95
|
Current: Zincore Metals, Inc.
|
Friedrich III |
Chairman of
|
|
Company (1998-present).
|
|
(2009-present).
|
(1946)
|
the Contracts
|
|
|
|
|
|
Review
|
|
Former: Senior Managing Director, MLV & Co. LLC (2010-2011).
|
|
Former: Axiom Gold and Silver
|
|
Committee
|
|
|
|
Corp. (2011-2012).
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
November 30, 2016
|
Name,
|
Position(s)
|
Term of Office
|
|
Number of
|
|
Address*
|
Held
|
and Length
|
|
Portfolios in
|
|
and Year
|
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
of Birth
|
Trust
|
Served**
|
During Past Five Years
|
Overseen
|
Held by Trustees
|
Independent Trustees continued:
|
|
|
|
|
|
Robert B.
|
Trustee and
|
Since 2004
|
Current: Consultant (1998-present).
|
95
|
Current: Peabody Energy Company
|
Karn III |
Chairman of
|
|
|
|
(2003-present); GP Natural
|
(1942)
|
the Audit
|
|
Former: Arthur Andersen LLP (1965-1997) and Managing Partner,
|
|
Resource Partners, LLC
|
|
Committee
|
|
Financial and Economic Consulting, St. Louis office (1987-1997).
|
|
(2002- present).
|
Ronald A.
|
Trustee and
|
Since 2004
|
Current: Partner, Momkus McCluskey Roberts, LLC (2016-present).
|
100
|
Current: Edward-Elmhurst Healthcare
|
Nyberg |
Chairman of
|
|
|
|
System (2012-present).
|
(1953)
|
the
|
|
Former: Partner, Nyberg & Cassioppi, LLC (2000-2016); Executive
|
|
|
Nominating | Vice President, General Counsel, and Corporate Secretary, Van | ||||
|
and
|
|
Kampen Investments (1982-1999).
|
|
|
Governance | |||||
|
Committee
|
|
|
|
|
Maynard F.
|
Trustee |
Since 2014
|
Current: Retired.
|
95
|
Current: Fort Hays State University Foundation (1999-present); Stormont- Vail Foundation (2013-present); University of Minnesota MHA Alumni Philanthropy Committee (2009-
present). |
Oliverius |
|
|
|
|
|
(1943)
|
|
|
Former: President and CEO, Stormont-Vail HealthCare (1996-
|
|
|
|
|
|
2012).
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Former: Topeka Community
|
|
|
|
|
|
Foundation (2009-2014).
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
November 30, 2016
|
Name,
|
Position(s)
|
Term of Office
|
|
Number of
|
|
Address*
|
Held
|
and Length
|
|
Portfolios in
|
|
and Year
|
with
|
of Time
|
Principal Occupation(s)
|
Fund Complex
|
Other Directorships
|
of Birth
|
Trust
|
Served**
|
During Past Five Years
|
Overseen
|
Held by Trustees
|
Independent Trustees continued:
|
|
|
|
|
|
Ronald E.
|
Trustee and
|
Since 2004
|
Current: Portfolio Consultant (2010-present).
|
97
|
Former: Bennett Group of Funds
|
Toupin, Jr. |
Chairman of
|
|
|
|
(2011-2013).
|
(1958)
|
the Board
|
|
Former: Vice President, Manager and Portfolio Manager, Nuveen
|
|
|
|
|
|
Asset Management (1998-1999); Vice President, Nuveen
|
|
|
|
|
|
Investment Advisory Corp. (1992-1999); Vice President and
|
|
|
Manager, Nuveen Unit Investment Trusts (1991-1999); and
|
|||||
Assistant Vice President and Portfolio Manager, Nuveen Unit | |||||
Investment Trusts (1988-1999), each of John Nuveen & Co., Inc. | |||||
|
|
|
(1982-1999).
|
|
|
Interested Trustee:
|
|
|
|
|
|
Donald C.
|
President,
|
Since 2012
|
Current: President and CEO, certain other funds in the Fund
|
230
|
Current: Clear Spring Life
Insurance Company (2015-
present); Guggenheim Partners
Investment Management
Holdings, LLC (2014-present);
Guggenheim Partners Japan, Ltd.
(2014-present); Delaware Life
(2013-present); Guggenheim Life
and Annuity Company (2011-
present); Paragon Life Insurance Company of
Indiana (2011-present).
|
Cacciapaglia***
|
Chief
|
|
Complex (2012-present); Vice Chairman, Guggenheim Investments
|
|
|
(1951)
|
Executive |
(2010-present).
|
|||
|
Officer and
|
|
|
|
|
|
Trustee
|
|
Former: Chairman and CEO, Channel Capital Group, Inc. (2002-
|
|
|
|
|
|
2010).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The business address of each Trustee is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, IL 60606.
|
|
|
**
|
Each Trustee serves an indefinite term, until his successor is elected and qualified. Time served includes time served in the respective position for the Predecessor Corporation.
|
|
|
|
— Messrs. Barnes, Cacciapaglia and Chubb are Class I Trustees. Class I Trustees are expected to stand for re-election at the Fund’s annual meeting of shareholders for the fiscal year ended May 31, 2017.
|
|
|
|
— Messrs. Farley, Friedrich and Nyberg are Class II Trustees. Class II Trustees are expected to stand for re-election at the Fund’s annual meeting of shareholders for the fiscal year ended May 31, 2018.
|
|
|
|
— Messrs. Karn, Oliverius and Toupin are Class III Trustees. Class III Trustees are expected to stand for re-election at the Fund’s annual meeting of shareholders for the fiscal year ended May 31, 2019.
|
|
|
***
|
This Trustee is deemed to be an “interested person” of the Funds under the 1940 Act by reason of his position with the Adviser and/or the parent of the Adviser.
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
November 30, 2016
|
Name,
|
Position(s)
|
|
|
Address*
|
held
|
Term of Office
|
|
and Year
|
with the
|
and Length of
|
|
of Birth
|
Trust
|
Time Served**
|
Principal Occupations During Past Five Years
|
Officers:
|
|
|
|
William H.
Belden, III
(1965)
|
Vice President
|
Since 2014
|
Current: Vice President, certain other funds in the Fund Complex (2006-present); Managing Director, Guggenheim Funds
Investment Advisors, LLC (2005-present).
|
|
|
||
|
|
|
Former: Vice President of Management, Northern Trust Global Investments (1999-2005).
|
Joanna M. Catalucci
|
Chief
|
Since 2012
|
Current: Chief Compliance Officer, certain funds in the Fund Complex (2012-present); Senior Managing Director,
|
(1966)
|
Compliance
|
|
Guggenheim Investments (2012-present). AML Officer, certain funds in the Fund Complex (2016-present).
|
|
Officer
|
|
|
|
|
|
Former: Chief Compliance Officer and Secretary, certain other funds in the Fund Complex (2008-2012); Senior Vice
|
|
|
|
President & Chief Compliance Officer, Security Investors, LLC and certain affiliates (2010-2012); Chief Compliance Officer
|
|
|
|
and Senior Vice President, Rydex Advisors, LLC and certain affiliates (2010-2011).
|
James M. Howley
|
Assistant
|
Since 2006
|
Current: Director, Guggenheim Investments (2004-present); Assistant Treasurer, certain other funds in the Fund Complex
|
(1972)
|
Treasurer
|
|
(2006-present).
|
|
|
|
Former: Manager of Mutual Fund Administration, Van Kampen Investments, Inc. (1996-2004).
|
Keith Kemp
|
Assistant
|
Since 2016
|
Current: Managing Director of Transparent Value, LLC (April 2015-present); Managing Director of Guggenheim Investments
|
(1960)
|
Treasurer
|
|
(April 2015-present).
|
|
|
|
Former: Director, Transparent Value, LLC (2010-2015); Director, Guggenheim Investments (2010-2015); Chief Operating
|
|
|
|
Officer, Macquarie Capital Investment Management (2007-2009).
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
November 30, 2016
|
Name,
|
Position(s)
|
|
|
Address*
|
held
|
Term of Office
|
|
and Year |
with the
|
and Length of
|
|
of Birth
|
Trust
|
Time Served**
|
Principal Occupations During Past Five Years
|
Officers continued:
|
|
|
|
Amy J. Lee
|
Chief Legal
|
Since 2013
|
Current: Chief Legal Officer, certain other funds in the Fund Complex (2013-present); Senior Managing Director,
|
(1961)
|
Officer
|
|
Guggenheim Investments (2012-present).
|
|
|||
|
|
|
Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company
|
|
|
|
and Security Benefit Corporation (2004-2012).
|
Mark E. Mathiasen
|
Secretary
|
Since 2007
|
Current: Secretary, certain other funds in the Fund Complex (2007-present); Managing Director, Guggenheim Investments
|
(1978)
|
|
|
(2007-present).
|
Glenn McWhinnie
|
Assistant
|
Since 2016
|
Current: Vice President, Guggenheim Investments (2009-present).
|
(1969)
|
Treasurer
|
|
|
|
|
|
Former: Tax Compliance Manager, Ernst & Young LLP (1996-2009).
|
Michael P. Megaris
|
Assistant
|
Since 2014
|
Current: Assistant Secretary, certain other funds in the Fund Complex (April 2014-present); Vice President, Guggenheim
|
(1984)
|
Secretary
|
|
Investments (2012-present).
|
|
|||
|
|
|
Former: J.D., University of Kansas School of Law (2009-2012).
|
Adam J. Nelson
|
Assistant
|
Since 2015
|
Current: Vice President, Guggenheim Investments (2015-present); Assistant Treasurer, certain other funds in the Fund
|
(1979)
|
Treasurer
|
|
Complex (2015-present).
|
|
|
|
Former: Assistant Vice President and Fund Administration Director, State Street Corporation (2013-2015); Fund
|
|
|
|
Administration Assistant Director, State Street (2011-2013); Fund Administration Manager, State Street (2009-2011).
|
Kimberly J. Scott
|
Assistant
|
Since 2012
|
Current: Vice President, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund
|
(1974)
|
Treasurer
|
|
Complex (2012-present).
|
|
|
|
Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund
|
|
|
|
Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); Manager of Mutual
|
|
|
|
Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009).
|
SUPPLEMENTAL INFORMATION (Unaudited) continued
|
November 30, 2016
|
Name,
|
Position(s)
|
|
|
Address*
|
held
|
Term of Office
|
|
and Year |
with the
|
and Length of
|
|
of Birth
|
Trust
|
Time Served**
|
Principal Occupations During Past Five Years
|
Officers continued:
|
|
|
|
Bryan Stone
|
Vice President
|
Since 2014
|
Current: Vice President, certain other funds in the Fund Complex (2014-present); Director, Guggenheim Investments
|
(1979)
|
|
|
(2013-present).
|
|
|
|
Former: Senior Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009).
|
John L. Sullivan
|
Chief
|
Since 2010
|
Current: CFO, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior
|
(1955)
|
Financial
|
|
Managing Director, Guggenheim Investments (2010-present).
|
|
Officer,
|
|
|
|
Chief
|
|
Former: Managing Director and CCO, each of the funds in the Van Kampen Investments fund complex (2004-2010);
|
|
Accounting
|
|
Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-
|
|
Officer and
|
|
2004); CFO and Treasurer, Van Kampen Funds (1996-2004).
|
|
Treasurer
|
|
|
*
|
The business address of each officer is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, IL 60606.
|
|
|
**
|
Each officer serves an indefinite term, until his or her successor is duly elected and qualified. The date reflects the commencement date upon which the officer held any officer position with the Fund.
|
DIVIDEND REINVESTMENT PLAN (Unaudited)
|
November 30, 2016
|
DIVIDEND REINVESTMENT PLAN (Unaudited) continued
|
November 30, 2016
|
FUND INFORMATION continued
|
November 30, 2016
|
Board of Trustees
|
Investment Adviser
|
Randall C. Barnes
|
Guggenheim Funds Investment
|
|
Advisors, LLC
|
Donald C. Cacciapaglia*
|
Chicago, IL
|
|
|
Donald A. Chubb, Jr.
|
Investment Sub-Adviser
|
|
Advisory Research, Inc.
|
Jerry B. Farley
|
St. Louis, MO
|
|
|
Roman Friedrich III
|
Administrator and Accounting Agent
|
MUFG Investor Services (US), LLC
|
|
Robert B. Karn III
|
Rockville, MD
|
|
|
Ronald A. Nyberg
|
Custodian
|
The Bank of New York Mellon Corp.
|
|
Maynard F. Oliverius
|
New York, NY
|
|
|
Ronald E. Toupin, Jr.,
|
Legal Counsel
|
Chairman
|
Skadden, Arps, Slate, Meagher &
|
|
Flom LLP
|
* Trustee is an “interested person” (as defined
|
New York, NY
|
in section 2(a)(19) of the 1940 Act)
|
|
(“Interested Trustee”) of the Trust because of
|
Independent Registered Public
|
his position as the President and CEO of the
|
Accounting Firm
|
Investment Adviser and the Distributor.
|
Ernst & Young LLP
|
|
McLean, VA
|
Principal Executive Officers
|
|
Donald C. Cacciapaglia
|
|
President and Chief Executive Officer
|
|
|
|
Joanna M. Catalucci
|
|
Chief Compliance Officer
|
|
|
|
Amy J. Lee
|
|
Chief Legal Officer
|
|
|
|
Mark E. Mathiasen
|
|
Secretary
|
|
|
|
John L. Sullivan
|
|
Chief Financial Officer, Chief Accounting
|
|
Officer and Treasurer
|
|
FUND INFORMATION continued
|
November 30, 2016
|
·
|
If your shares are held in a Brokerage Account, contact your Broker.
|
·
|
If you have physical possession of your shares in certificate form, contact the Fund’s Transfer Agent:
Computershare Trust Company, N.A., P.O. Box 30170 College Station, TX 77842-3170; (866) 488-3559 or online at www.computershare.com/investor |
ABOUT THE FUND MANAGERS
|
Advisory Research, Inc.
|
Guggenheim Funds Distributors, LLC
|
8235 Forsyth Boulevard
|
227 West Monroe Street
|
Suite 700
|
Chicago, IL 60606
|
St. Louis, MO 63105
|
Member FINRA/SIPC
|
|
(01/17)
|
(f)
|
(1) The registrant's Code of Ethics is attached hereto as Exhibit (a)(1).
|
|
(2) Not applicable.
|
|
(3) Not applicable.
|
(a)
|
The categories of services to be reviewed and considered for pre-approval include the following (collectively, “Identified Services”):
|
·
|
Annual financial statement audits
|
·
|
Seed audits (related to new product filings, as required)
|
·
|
SEC and regulatory filings and consents
|
·
|
Accounting consultations
|
·
|
Fund merger/reorganization support services
|
·
|
Other accounting related matters
|
·
|
Agreed upon procedures reports
|
·
|
Attestation reports
|
·
|
Other internal control reports
|
·
|
Recurring tax services:
|
o
|
Preparation of Federal and state income tax returns, including extensions
|
o
|
Preparation of calculations of taxable income, including fiscal year tax designations
|
o
|
Preparation of annual Federal excise tax returns (if applicable)
|
o
|
Preparation of calendar year excise distribution calculations
|
o
|
Calculation of tax equalization on an as-needed basis
|
o
|
Preparation of the estimated excise distribution calculations on an as-needed basis
|
o
|
Preparation of quarterly Federal, state and local and franchise tax estimated tax payments on an as-needed basis
|
o
|
Preparation of state apportionment calculations to properly allocate Fund taxable income among the states for state tax filing purposes
|
o
|
Provision of tax compliance services in India for Funds with direct investments in India
|
o
|
Assistance with management’s identification of passive foreign investment companies (PFICs) for tax purposes
|
·
|
Permissible non-recurring tax services upon request:
|
o
|
Assistance with determining ownership changes which impact a Fund’s utilization of loss carryforwards
|
o
|
Assistance with calendar year shareholder reporting designations on Form 1099
|
o
|
Assistance with corporate actions and tax treatment of complex securities and structured products
|
o
|
Assistance with IRS ruling requests and calculation of deficiency dividends
|
o
|
Conduct training sessions for the Adviser’s internal tax resources
|
o
|
Assistance with Federal, state, local and international tax planning and advice regarding the tax consequences of proposed or actual transactions
|
o
|
Tax services related to amendments to Federal, state and local returns and sales and use tax compliance
|
o
|
RIC qualification reviews
|
o
|
Tax distribution analysis and planning
|
o
|
Tax authority examination services
|
o
|
Tax appeals support services
|
o
|
Tax accounting methods studies
|
o
|
Fund merger, reorganization and liquidation support services
|
o
|
Tax compliance, planning and advice services and related projects
|
(b)
|
The Committee has pre-approved Identified Services for which the estimated fees are less than $25,000.
|
(c)
|
For Identified Services with estimated fees of $25,000 or more, but less than $50,000, the Chair or any member of the Committee designated by the Chair is hereby authorized to pre-approve such services on behalf of the Committee.
|
(d)
|
For Identified Services with estimated fees of $50,000 or more, such services require pre-approval by the Committee.
|
(e)
|
All requests for Identified Services to be provided by the independent auditor that were pre-approved by the Committee shall be submitted to the Chief Accounting Officer (“CAO”) of the Trust by the independent auditor using the pre-approval request form attached as Appendix C to the Audit Committee Charter. The Trust’s CAO will determine whether such services are included within the list of services that have received the general pre-approval of the Committee.
|
(f)
|
The independent auditors or the CAO of the Trust (or an officer of the Trust who reports to the CAO) shall report to the Committee at each of its regular quarterly meetings all audit, audit-related and permissible non-audit services initiated since the last such report (unless the services were contained in the initial audit plan, as previously presented to, and approved by, the Committee). The report shall include a general description of the services and projected fees, and the means by which such services were approved by the Committee (including the particular category of Identified Services under which pre-approval was obtained).
|
(a)
|
The Chair or any member of the Committee designated by the Chair may grant the pre-approval for non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are less than $25,000. All such delegated pre-approvals shall be presented to the Committee no later than the next Committee meeting.
|
(b)
|
For non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are $25,000 or more, such services require pre-approval by the Committee.
|
(ii)
|
None of the services described in each of Items 4(b) through Item 4(d) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
(f)
|
Not applicable.
|
Name
|
Since
|
Professional Experience
|
James J. Cunnane, Jr., CFA
|
2004
|
Mr. Cunnane is Managing Director and Chief Investment Officer of the Advisory Research MLP & Energy Infrastructure team (formerly FAMCO MLP). He oversees the firm’s MLP and energy infrastructure product lines and chairs the Risk Management Committee. He joined the MLP team in 1996 and currently serves as a portfolio manager for three closed-end mutual funds: the Fiduciary/Claymore MLP Opportunity Fund, the Nuveen Energy MLP Total Return Fund, and the Nuveen All Cap Energy MLP Opportunities Fund. He also serves as a portfolio manager for three open-end mutual funds: the Advisory Research MLP & Energy Income Fund, the Advisory Research MLP & Energy Infrastructure Fund, and the Advisory Research MLP & Equity Fund. Mr. Cunnane holds a B.S. in finance from Indiana University and is a Chartered Financial Analyst (CFA) charterholder. He serves on the finance council and investment committee of the Archdiocese of St. Louis, the investment committee of Mercy Health, and on the Board of Directors of St. Patrick’s Center.
|
Quinn T. Kiley
|
2008
|
Mr. Kiley is Managing Director and Senior Portfolio Manager of the Advisory Research MLP & Energy Infrastructure team (formerly FAMCO MLP) and his responsibilities include portfolio management of various energy infrastructure assets and oversight of the energy infrastructure research process. He joined the MLP team in 2005. Mr. Kiley serves as a portfolio manager for three closed-end mutual funds: the Fiduciary/Claymore MLP Opportunity Fund, the Nuveen Energy MLP Total Return Fund, and the Nuveen All Cap MLP Opportunities Fund. He also serves as a portfolio manager for three open-end mutual funds: the Advisory Research MLP & Energy Income Fund, the Advisory Research MLP & Energy Infrastructure Fund and the Advisory Research MLP &
|
|
|
Equity Fund. Prior to joining the MLP team, Mr. Kiley served as Vice President of Corporate & Investment Banking at Banc of America Securities in New York. He was responsible for executing strategic advisory and financing transactions for clients in the Energy & Power sectors. Mr. Kiley holds a B.S. with Honors in Geology from Washington & Lee University, a M.S. in Geology from the University of Montana, a Juris Doctorate from Indiana University School of Law, and a M.B.A. from the Kelley School of Business at Indiana University. Mr. Kiley has been admitted to the New York State Bar. He serves on the finance committee of Rossman School and The Magic House.
|
Name of Portfolio Manager or Team Member
|
Type of Accounts
|
Total
# of Accounts Managed
|
Total Assets
|
# of Accounts Managed for which Advisory Fee is Based on Performance
|
Total Assets for which Advisory Fee is Based on Performance
|
James J. Cunnane, Jr.
|
Registered Investment Companies:
|
5
|
$2,269 mil
|
0
|
$0
|
Other Pooled Investment Vehicles:
|
1
|
$2 mil
|
0
|
$0
|
|
Other Accounts:
|
460
|
$1,378 mil
|
0
|
$0
|
|
Quinn T. Kiley
|
Registered Investment Companies:
|
5
|
$2,269 mil
|
0
|
$0
|
Other Pooled Investment Vehicles:
|
1
|
$2 mil
|
0
|
$0
|
|
Other Accounts:
|
460
|
$1,378 mil
|
0
|
$0
|
·
|
Base Salary. The primary portfolio managers are paid a base salary which is set at a level determined to be appropriate based upon the portfolio managers’ experience and responsibilities.
|
·
|
Annual Bonus. The portfolio managers’ annual bonuses are determined by the CEO of ARI pursuant to a specific company formula. The bonuses are not based on the performance of the registrant or other managed accounts. The monies paid are directly derived from a “pool” created from the MLP Team’s earnings. The bonus is payable in a combination of cash and restricted Piper Jaffray Companies stock.
|
·
|
The portfolio managers also participate in benefit plans and programs generally available to all employees.
|
Name of Portfolio Manager
![]() |
|
Dollar Range of Equity Securities in Registrant
![]() |
James J. Cunnane, Jr.
|
$100,001-$500,000
|
|
Quinn T. Kiley
|
$100,001-$500,000
|
·
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
·
|
full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;
|
·
|
compliance with applicable laws and governmental rules and regulations;
|
·
|
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
|
·
|
accountability for adherence to the Code.
|
·
|
not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;
|
·
|
not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Company;
|
·
|
report at least annually his or her affiliations or other relationships which may give rise to conflicts of interest with the Funds (provided that annual completion of the Funds’ /Trustees and Officers Questionnaire shall satisfy the requirements of this bullet point).
|
·
|
service as a director on the board of any public company;
|
·
|
the receipt of any non de minimis gifts;
|
·
|
the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment 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 Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;
|
·
|
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
|
·
|
Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Company;
|
·
|
each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;
|
·
|
each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and
|
·
|
it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
1 | Any activity or relationship that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered Officer’s family engages in such an activity or has such a relationship. |
·
|
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;
|
·
|
annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;
|
·
|
not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and
|
·
|
notify the Secretary promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.
|
·
|
the Secretary or other designated senior legal officer will take all appropriate action to investigate any potential violations reported to him or her;
|
·
|
if, after such investigation, the Secretary believes that no violation has occurred, the Secretary is not required to take any further action;
|
·
|
any matter that the Secretary believes is a violation will be reported to the Committee;
|
·
|
if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer as an officer of the Funds;
|
·
|
the Board will be responsible for granting waivers, as appropriate; and
|
·
|
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
|
2 | The Secretary or other designated senior legal officer is authorized to consult, as appropriate, with counsel to the Company and counsel to the Independent Trustees, and is encouraged to do so. |
3 | Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. |
|
/s/ Donald C. Cacciapaglia
|
|
Donald C. Cacciapaglia
|
|
President and Chief Executive Officer
|
|
/s/ John L. Sullivan
|
|
John L. Sullivan
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer
|
(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 Issuer.
|
a)
|
Written Policies and Procedures. Adopt written policies and procedures that (1) are reasonably designed to ensure that the adviser votes proxies in the best interest of its clients, and (2) address how the adviser resolves any material conflicts of interest that may arise when voting client proxies;
|
b)
|
Information Disclosures. Disclose to clients how they can obtain information about how the adviser voted their securities, and how clients can obtain a copy of the adviser’s proxy voting policies and procedures; and
|
c)
|
Policies and Procedures Description. Describe in its Form ADV Part II or in a separate disclosure document the adviser’s proxy voting policies and procedures.
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