The Cushing® MLP Infrastructure Fund I
|
|||
MASTER INDEX
|
|||
Section
|
|||
The Cushing® MLP Infrastructure Fund I
|
I
|
||
Financial Statements and Report of the Independent Registered Public Accounting
|
|||
Firm as of November 30, 2017 and for the fiscal year then ended
|
|||
The Cushing® MLP Infrastructure Master Fund
|
II
|
||
Financial Statements and Report of the Independent Registered Public Accounting
|
|||
Firm as of November 30, 2017 and for the fiscal year then ended
|
|||
The Cushing® MLP Infrastructure Fund I
|
||
TABLE OF CONTENTS
|
||
Unitholder Letter (Unaudited)
|
1
|
|
Statement of Assets and Liabilities
|
5
|
|
Statement of Operations
|
6
|
|
Statements of Changes in Net Assets
|
7
|
|
Statement of Cash Flows
|
8
|
|
Financial Highlights
|
9
|
|
Notes to Financial Statements
|
10
|
|
Report of the Independent Registered Public Accounting Firm
|
14
|
|
Additional Information (Unaudited)
|
15
|
|
Trustees and Executive Officers (Unaudited)
|
17
|
The Cushing® MLP Infrastructure Fund I
|
||||
STATEMENT OF ASSETS & LIABILITIES
|
||||
November 30, 2017
|
||||
Assets
|
||||
Investment in The Cushing MLP Infrastructure Master Fund
|
$
|
36,672,854
|
||
Short-term investments
|
7,505
|
|||
Receivable from Adviser, net of waiver
|
21,061
|
|||
Total assets
|
36,701,420
|
|||
Liabilities
|
||||
Accrued expenses
|
41,560
|
|||
Total liabilities
|
41,560
|
|||
Preferred Shares
|
||||
Net assets
|
$
|
36,659,860
|
||
Net Asset Value, 52,479.55 units outstanding
|
$
|
698.56
|
||
The Cushing® MLP Infrastructure Fund I
|
||||
STATEMENT OF OPERATIONS
|
||||
Year Ended
November 30, 2017
|
||||
Investment Income and Expenses Allocated from The Cushing MLP Infrastructure Master Fund
|
||||
Distributions and dividends
|
$
|
2,342,976
|
||
Less: return of capital on distributions
|
(2,028,791
|
)
|
||
Distribution and dividend income
|
314,185
|
|||
Interest income
|
10,683
|
|||
Management fees
|
(394,841
|
)
|
||
Professional fees
|
(74,424
|
)
|
||
Administrator fees
|
(58,315
|
)
|
||
Fund accounting fees
|
(36,239
|
)
|
||
Trustees’ fees
|
(23,949
|
)
|
||
Custodian fees and expenses
|
(11,897
|
)
|
||
Insurance expense
|
(7,639
|
)
|
||
Other expenses
|
(9,338
|
)
|
||
Expense reimbursement by Adviser
|
27,261
|
|||
Total Net Investment Loss Allocated from The Cushing MLP Infrastructure Master Fund
|
(264,513
|
)
|
||
Fund Investment Income
|
||||
Interest income
|
3,405
|
|||
Fund Expenses
|
||||
Administrator fees
|
35,668
|
|||
Professional fees
|
34,857
|
|||
Transfer agent fees
|
11,975
|
|||
Registration fees
|
1,170
|
|||
Other expenses
|
3,757
|
|||
Total Fund Expenses
|
87,427
|
|||
Less: expense reimbursement by Adviser
|
(88,293
|
)
|
||
Net Fund Expenses
|
(866
|
)
|
||
Net Investment Loss
|
(260,242
|
)
|
||
Realized and Unrealized Gain (Loss) on Investments
|
||||
Net realized gain allocated from The Cushing MLP Infrastructure Master Fund
|
2,292,262
|
|||
Change in unrealized appreciation/depreciation on investments allocated from
|
||||
The Cushing MLP Infrastructure Master Fund
|
(4,620,678
|
)
|
||
Net Realized and Unrealized Loss on Investments
|
(2,328,416
|
)
|
||
Decrease in Net Assets Resulting from Operations
|
$
|
(2,588,658
|
)
|
The Cushing® MLP Infrastructure Fund I
|
||||
STATEMENT OF CASH FLOWS
|
||||
Year Ended
November 30, 2017
|
||||
OPERATING ACTIVITIES
|
||||
Decrease in Net Assets Resulting from Operations
|
$
|
(2,588,658
|
)
|
|
Adjustments to reconcile decrease in net assets resulting from operations
|
||||
to net cash provided by operating activities
|
||||
Net realized gain allocated from
|
||||
The Cushing MLP Infrastructure Master Fund
|
(2,292,262
|
)
|
||
Change in unrealized appreciation/depreciation on investments allocated from
|
||||
The Cushing MLP Infrastructure Master Fund
|
4,620,678
|
|||
Net investment loss allocated from The Cushing MLP Infrastructure Master Fund
|
264,513
|
|||
Net purchases of investment in The Cushing MLP Infrastructure Master Fund
|
289,960
|
|||
Net sales of short-term investments
|
133,158
|
|||
Changes in operating assets and liabilities
|
||||
Receivable from Adviser, net of waiver
|
(14,296
|
)
|
||
Accrued expenses
|
8,668
|
|||
Net cash provided by operating activities
|
421,761
|
|||
FINANCING ACTIVITIES
|
||||
Proceeds from issuance of units including the change in subscriptions
|
||||
received in advance
|
4,866,871
|
|||
Payments for redemptions of units
|
(3,803,673
|
)
|
||
Distributions paid
|
(1,484,959
|
)
|
||
Net cash used in financing activities
|
(421,761
|
)
|
||
INCREASE IN CASH
|
-
|
|||
CASH:
|
||||
Beginning of fiscal year
|
-
|
|||
End of fiscal year
|
$
|
-
|
||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION
|
||||
Distribution reinvestment
|
$
|
1,030,824
|
||
The Cushing® MLP Infrastructure Fund I
|
|||||||||||||||||||||||
FINANCIAL HIGHLIGHTS
|
|||||||||||||||||||||||
Year Ended
November
30,
2017
|
Year Ended
November
30,
2016
|
Year Ended
November
30,
2015
|
Year Ended
November 30,
2014
|
Year Ended
November 30,
2013
|
|||||||||||||||||||
Per Unit Data (1)
|
|||||||||||||||||||||||
Net Asset Value,
|
|||||||||||||||||||||||
beginning of fiscal year
|
$
|
795.46
|
$
|
746.50
|
$
|
1,132.69
|
$
|
927.42
|
$
|
723.54
|
|||||||||||||
Income from Investment Operations:
|
|||||||||||||||||||||||
Net investment income (loss) (2)
|
(5.11
|
)
|
(8.64
|
)
|
(11.20
|
)
|
29.82
|
28.01
|
|||||||||||||||
Net realized and unrealized
|
|||||||||||||||||||||||
gain (loss) on investments
|
(42.12
|
)
|
109.09
|
(325.83
|
)
|
219.07
|
214.92
|
||||||||||||||||
Total increase (decrease) from investment operations
|
(47.23
|
)
|
100.45
|
(337.03
|
)
|
248.89
|
242.93
|
||||||||||||||||
Less Distributions and Dividends to Unitholders:
|
|||||||||||||||||||||||
Net investment income
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Return of capital
|
(49.67
|
)
|
(51.49
|
)
|
(49.16
|
)
|
(43.62
|
)
|
(39.05
|
)
|
|||||||||||||
Total distributions and dividends to unitholders
|
(49.67
|
)
|
(51.49
|
)
|
(49.16
|
)
|
(43.62
|
)
|
(39.05
|
)
|
|||||||||||||
Net Asset Value,
|
|||||||||||||||||||||||
end of fiscal year
|
$
|
698.56
|
$
|
795.46
|
$
|
746.50
|
$
|
1,132.69
|
$
|
927.42
|
|||||||||||||
Total Investment Return (3)
|
(5.94
|
)%
|
13.46
|
%
|
(29.75
|
)
|
%
|
26.84
|
%
|
33.58
|
%
|
||||||||||||
Supplemental Data and Ratios
|
|||||||||||||||||||||||
Net assets, end
|
|||||||||||||||||||||||
of fiscal year
|
$
|
36,659,860
|
$
|
39,620,279
|
$
|
31,395,468
|
$
|
35,832,300
|
$
|
28,006,462
|
|||||||||||||
Ratio of expenses to average net
|
|||||||||||||||||||||||
assets before waiver
|
1.79
|
%
|
1.92
|
%
|
2.20
|
%
|
1.53
|
%
|
1.93
|
%
|
|||||||||||||
Ratio of expenses to average net
|
|||||||||||||||||||||||
assets after waiver
|
1.50
|
%
|
1.50
|
%
|
1.50
|
%
|
1.50
|
%
|
1.50
|
%
|
|||||||||||||
Ratio of net investment
|
|||||||||||||||||||||||
income (loss) to average net
|
|||||||||||||||||||||||
assets after waiver
|
(0.66
|
)%
|
(1.17
|
)%
|
(1.17
|
)
|
%
|
2.73
|
%
|
3.26
|
%
|
||||||||||||
Portfolio turnover rate
|
N/A
|
N/A
|
11.76
|
%
|
(4)
|
26.02
|
%
|
36.69
|
%
|
||||||||||||||
Portfolio turnover rate of
|
|||||||||||||||||||||||
Master Fund
|
85.91
|
%
|
54.68
|
%
|
12.63
|
%
|
(5)
|
N/A
|
N/A
|
||||||||||||||
(1) Information presented relates to a unit outstanding for the period presented.
|
|||||||||||||||||||||||
(2) Calculated using average shares outstanding method.
|
|||||||||||||||||||||||
(3) Individual returns and ratios may vary based on the timing of capital transactions.
|
|||||||||||||||||||||||
(4) Covers the period from December 1, 2014 through June 30, 2015, prior to the transfer of securities
|
|||||||||||||||||||||||
to The Cushing MLP Infrastructure Master Fund.
|
|||||||||||||||||||||||
(5) Covers the period July 1, 2015 through November 30, 2015.
|
1.
|
Organization
|
2.
|
Significant Accounting Policies
|
3.
|
Concentrations of Risk
|
4.
|
Agreements and Related Party Transactions
|
Fiscal Year Incurred
|
Amount
Waived/Reimbursed
|
Amount
Recouped
|
Amount Subject
to Potential
Recoupment
|
Expiration Date
|
|||||||||
November 30, 2014
|
$
|
21,221
|
$
|
-
|
$
|
21,221
|
November 30, 2017
|
||||||
November 30, 2015
|
101,935
|
-
|
101,935
|
November 30, 2018
|
|||||||||
November 30, 2016
|
82,793
|
-
|
82,793
|
November 30, 2019
|
|||||||||
November 30, 2017
|
88,293
|
-
|
88,293
|
November 30, 2020
|
|||||||||
$
|
294,242
|
$
|
-
|
$
|
294,242
|
5.
|
Fair Value Measurements
|
·
|
Level 1 — quoted prices in active markets for identical securities
|
·
|
Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
|
·
|
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
|
Shares
|
Fair Value
|
|||
Morgan Stanley Institutional Liquidity Funds - Institutional Class
|
1,877
|
$ |
1,877
|
|
Fidelity Money Market Portfolio - Institutional Class
|
1,876
|
1,876
|
||
First American Government Obligations Fund - Class Z
|
1,876
|
1,876
|
||
Invesco STIC Prime Portfolio
|
1,876
|
1,876
|
||
$ |
7,505
|
6.
|
Unit Transactions
|
7.
|
Subsequent Events
|
Name and
Year of Birth
|
Position(s) Held
with the Trust
|
Term of
Office and
Length of
Time
Served (1)
|
Principal
Occupations
During Past
Five Years
|
Number of
Portfolios in
Fund
Complex (2)
Overseen
by Trustee
|
Other
Directorships
Held by Trustee
During the Past
Five Years
|
|
Independent Trustees
|
||||||
Brian R. Bruce
(1955)
|
Lead Independent Trustee
|
Trustee
since 2010
|
Chief Executive Officer, Hillcrest Asset Management, LLC (2008 to present) (registered investment adviser). Previously, Director of Southern Methodist University’s Encap Investment and LCM Group Alternative Asset Management Center (2006 to 2011). Chief Investment Officer of Panagora Asset Management, Inc. (1999 to 2007) (investment management company).
|
6
|
CM Advisers Family of Funds (2 series) (2003 to present) and Dreman Contrarian Funds (2 series) (2007 to present).
|
|
Brenda A. Cline
(1960)
|
Trustee and Chair of Audit Committee
|
Trustee
since 2017
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Kimbell Art Foundation (1993-present).
|
6
|
American Beacon Funds (32 series) (2004-present); Tyler Technologies, Inc. (2014-present) (software); Range Resources Corporation (2015-present) (natural gas and oil exploration and production).
|
|
Ronald P. Trout
(1939)
|
Trustee and Chairman of the Nominating, and Corporate Governance Committee
|
Trustee
since 2010
|
Retired. Previously, founding partner and Senior Vice President of Hourglass Capital Management, Inc. (1989 to 2002) (investment management company).
|
6
|
Dorchester Minerals LP (2008 - present) (acquisition, ownership and administration of natural gas and crude oil royalty, net profits and leasehold interests in the U.S.)
|
|
Interested Trustees
|
||||||
Jerry V. Swank
(1951) (3)
|
Trustee, Chairman of the Board, Chief Executive Officer and President
|
Trustee
since 2010
|
Managing Partner of the Adviser and founder Swank Capital, LLC of (2000 - present).
|
6
|
E-T Energy Ltd. (2008 - 2014) (developing, operating, producing and selling recoverable bitumen); Central Energy Partners, LP (2010-2013) (storage and transportation of refined petroleum products and petrochemicals).
|
(1)
|
Each Trustee serves an indefinite term until his or her successor is elected and qualified, or his or her earlier resignation or removal.
|
|||||
(2)
|
The “Fund Complex” includes the Fund, Master Fund and each other registered investment company for which the Adviser serves as investment adviser. As of November 30, 2017, there were six funds, including the Fund and Master Fund, in the Fund Complex.
|
|||||
(3)
|
Mr. Swank is an “interested person” of the Fund and Master Fund, as defined under the Investment Company Act of 1940, as amended, by virtue of his position as Managing Partner of the Investment Adviser.
|
Executive Officers (Unaudited)
|
||||||
The following provides information regarding the executive officers of the Fund and Master Fund who are not Trustees. Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.
|
The Cushing® MLP Infrastructure Master Fund
|
||||||
TABLE OF CONTENTS
|
||||||
Allocation of Portfolio Assets (Unaudited)
|
1
|
|||||
Schedule of Investments
|
2
|
|||||
Statement of Assets and Liabilities
|
4
|
|||||
Statement of Operations
|
5
|
|||||
Statements of Changes in Net Assets
|
6
|
|||||
Financial Highlights
|
7
|
|||||
Notes to Financial Statements
|
8
|
|||||
Report of the Independent Registered Public Accounting Firm
|
13
|
|||||
Additional Information (Unaudited)
|
14
|
|||||
Trustees and Executive Officers (Unaudited)
|
16
|
The Cushing® MLP Infrastructure Master Fund
|
ALLOCATION OF PORTFOLIO ASSETS (Unaudited) (1)
|
November 30, 2017
|
(Expressed as a Percentage of Total Investments)
|
The Cushing® MLP Infrastructure Master Fund
|
||||||||
SCHEDULE OF INVESTMENTS
|
||||||||
November 30, 2017
|
||||||||
Shares
|
Fair Value
|
|||||||
Common Stock - 59.7%
|
||||||||
Diversified General Partners - 30.8%
|
||||||||
United States - 30.8%
|
||||||||
Dominion Energy, Inc.
|
9,900
|
$
|
832,887
|
|||||
Enbridge, Inc.
|
46,500
|
1,753,515
|
||||||
Marathon Petroleum Corporation
|
14,200
|
889,346
|
||||||
Nextera Energy, Inc.
|
5,200
|
821,808
|
||||||
Phillips 66
|
9,000
|
878,040
|
||||||
SemGroup Corporation
|
74,700
|
1,792,800
|
||||||
Transcanada Corporation
|
44,400
|
2,132,532
|
||||||
Williams Companies, Inc.
|
75,800
|
2,201,990
|
||||||
11,302,918
|
||||||||
General Partners - 14.0%
|
||||||||
United States - 14.0%
|
||||||||
EnLink Midstream LLC
|
68,500
|
1,143,950
|
||||||
ONEOK, Inc.
|
41,400
|
2,148,660
|
||||||
Targa Resources Corporation
|
42,500
|
1,844,500
|
||||||
5,137,110
|
||||||||
Large Cap Diversified - 4.6%
|
||||||||
United States - 4.6%
|
||||||||
Kinder Morgan, Inc.
|
97,600
|
1,681,648
|
||||||
Shipping General Partners - 8.1%
|
||||||||
United States - 8.1%
|
||||||||
Cheniere Energy, Inc.
|
43,800
|
2,116,416
|
||||||
Golar LNG Ltd.
|
35,300
|
872,263
|
||||||
2,988,679
|
||||||||
Utilities - 2.2%
|
||||||||
United States - 2.2%
|
||||||||
Sempra Energy
|
6,600
|
798,534
|
||||||
Total Common Stock (Cost $20,375,345)
|
$
|
21,908,889
|
||||||
Master Limited Partnerships and Related Companies - 35.5%
|
||||||||
Crude Oil & Refined Products - 6.8%
|
||||||||
United States - 6.8%
|
||||||||
MPLX, L.P.
|
49,200
|
$
|
1,764,312
|
|||||
Phillips 66 Partners, L.P.
|
15,800
|
740,388
|
||||||
2,504,700
|
||||||||
General Partners - 12.9%
|
||||||||
United States - 12.9%
|
||||||||
Antero Midstream GP, L.P.
|
61,100
|
1,084,525
|
||||||
Energy Transfer Equity, L.P.
|
96,400
|
1,561,680
|
||||||
Plains GP Holdings, L.P.
|
101,000
|
2,079,590
|
||||||
4,725,795
|
||||||||
Large Cap Diversified - 8.3%
|
||||||||
United States - 8.3%
|
||||||||
Energy Transfer Partners, L.P.
|
88,300
|
1,466,663
|
||||||
Enterprise Products Partners, L.P.
|
64,600
|
1,591,098
|
||||||
3,057,761
|
The Cushing® MLP Infrastructure Master Fund
|
||||||||
SCHEDULE OF INVESTMENTS (Continued)
|
||||||||
November 30, 2017
|
||||||||
Shares
|
Fair Value
|
|||||||
Natural Gas Gatherers & Processors - 4.5%
|
||||||||
United States - 4.5%
|
||||||||
DCP Midstream, L.P.
|
23,600
|
829,304
|
||||||
EnLink Midstream Partners, L.P.
|
50,307
|
804,409
|
||||||
1,633,713
|
||||||||
Yield - 3.0%
|
||||||||
United States - 3.0%
|
||||||||
Nextera Energy Partners, L.P.
|
28,100
|
1,096,743
|
||||||
Total Master Limited Partnerships and Related Companies (Cost $12,482,769)
|
$
|
13,018,712
|
||||||
Short-Term Investments - Investment Companies - 4.8%
|
||||||||
United States - 4.8%
|
||||||||
Fidelity Government Portfolio Fund - Institutional Class, 0.97%(1)
|
434,678
|
$
|
434,678
|
|||||
First American Prime Obligations Fund - Class Z, 0.95%(1)
|
434,677
|
434,677
|
||||||
Invesco Short-Term Government & Agency Portfolio - Institutional Class, 0.98%(1)
|
434,677
|
434,677
|
||||||
Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Class, 0.97%(1)
|
434,677
|
434,677
|
||||||
Total Short-Term Investments (Cost $1,738,709)
|
$
|
1,738,709
|
||||||
Total Investments - 100.00% (Cost $34,596,823)
|
$
|
36,666,310
|
||||||
Other Assets in Excess of Liabilities - (0.0)%
|
6,542
|
|||||||
Total Net Assets Applicable to Unitholders - 100.0%
|
$
|
36,672,852
|
||||||
(1) Rate reported is the current yield as of November 30, 2017.
|
|
The Cushing® MLP Infrastructure Master Fund
|
||||
STATEMENT OF ASSETS & LIABILITIES
|
||||
|
November 30, 2017 | |||
Assets
|
||||
Investments at fair value (cost $34,596,823)
|
$
|
36,666,310
|
||
Prepaid expenses
|
4,051
|
|||
Dividends receivable
|
80,630
|
|||
Total assets
|
36,750,991
|
|||
Liabilities
|
||||
Payable to Adviser, net of waiver
|
6,966
|
|||
Accrued expenses
|
71,173
|
|||
Total liabilities
|
78,139
|
|||
Net assets
|
$
|
36,672,852
|
||
Net Asset Value, 52,607.94 units outstanding
|
$
|
697.10
|
||
The Cushing® MLP Infrastructure Master Fund
|
||||
STATEMENT OF OPERATIONS
|
||||
Year Ended
November 30, 2017
|
||||
Investment Income
|
||||
Distributions and dividends
|
$
|
2,347,397
|
||
Less: return of capital on distributions
|
(2,032,608
|
)
|
||
Distribution and dividend income
|
314,789
|
|||
Interest income
|
10,705
|
|||
Total Investment Income
|
325,494
|
|||
Expenses
|
||||
Management fees
|
395,600
|
|||
Professional fees
|
74,517
|
|||
Administrator fees
|
58,425
|
|||
Fund accounting fees
|
36,307
|
|||
Trustees’ fees
|
24,000
|
|||
Custodian fees and expenses
|
11,918
|
|||
Insurance expense
|
7,654
|
|||
Other expenses
|
9,351
|
|||
Total Expenses
|
617,772
|
|||
Less: expense reimbursement by Adviser
|
(27,259
|
)
|
||
Net Expenses
|
590,513
|
|||
Net Investment Loss
|
(265,019
|
)
|
||
Realized and Unrealized Gain (Loss) on Investments
|
||||
Net realized gain on investments
|
2,296,413
|
|||
Change in unrealized appreciation/depreciation on investments
|
(4,626,806
|
)
|
||
Net Realized and Unrealized Loss on Investments
|
(2,330,393
|
)
|
||
Decrease in Net Assets Resulting from Operations
|
$
|
(2,595,412
|
)
|
|
The Cushing® MLP Infrastructure Master Fund
|
||||||||
STATEMENTS OF CHANGES IN NET ASSETS
|
||||||||
Year Ended
November 30, 2017
|
Year Ended
November 30, 2016
|
|||||||
Operations
|
||||||||
Net investment loss
|
$
|
(265,019
|
)
|
$
|
(414,025
|
)
|
||
Net realized gain (loss) on investments
|
2,296,413
|
(2,206,923
|
)
|
|||||
Change in unrealized appreciation/depreciation
|
||||||||
on investments
|
(4,626,806
|
)
|
8,138,101
|
|||||
Net increase (decrease) in net assets
|
||||||||
resulting from operations
|
(2,595,412
|
)
|
5,517,153
|
|||||
Distributions and Dividends to Common Unitholders
|
||||||||
Net investment income
|
-
|
-
|
||||||
Return of capital
|
(2,521,460
|
)
|
(2,390,879
|
)
|
||||
Total distributions and dividends
|
||||||||
to common unitholders
|
(2,521,460
|
)
|
(2,390,879
|
)
|
||||
Capital Share Transactions (Note 7)
|
||||||||
Proceeds from unitholder subscriptions
|
3,050,000
|
4,357,803
|
||||||
Distribution reinvestments
|
1,103,700
|
870,067
|
||||||
Payments for redemptions
|
(2,008,495
|
)
|
-
|
|||||
Net increase in net assets from
|
||||||||
capital share transactions
|
2,145,205
|
5,227,870
|
||||||
Total increase (decrease) in net assets
|
(2,971,667
|
)
|
8,354,144
|
|||||
Net Assets
|
||||||||
Beginning of fiscal year
|
39,644,519
|
31,290,375
|
||||||
End of fiscal year
|
$
|
36,672,852
|
$
|
39,644,519
|
||||
The Cushing® MLP Infrastructure Master Fund
|
||||||||||||||||
FINANCIAL HIGHLIGHTS
|
||||||||||||||||
Year Ended
November 30, 2017
|
Year Ended
November 30, 2016
|
Period From
July 1, 2015 (1)
through
November 30,
2015
|
||||||||||||||
Per Unit Data (2)
|
||||||||||||||||
Net Asset Value, beginning of period
|
$
|
793.52
|
$
|
744.39
|
$
|
1,000.00
|
||||||||||
Income from Investment Operations:
|
||||||||||||||||
Net investment loss (3)
|
(5.18
|
)
|
(8.63
|
)
|
(3.38
|
)
|
||||||||||
Net realized and unrealized
|
||||||||||||||||
gain (loss) on investments
|
(41.67
|
)
|
109.36
|
(240.06
|
)
|
|||||||||||
Total increase (decrease) from
investment operations
|
(46.85
|
)
|
100.73
|
(243.44
|
)
|
|||||||||||
Less Distributions and Dividends to Unitholders:
|
||||||||||||||||
Net investment income
|
-
|
-
|
-
|
|||||||||||||
Return of capital
|
(49.57
|
)
|
(51.60
|
)
|
(12.17
|
)
|
||||||||||
Total distributions and dividends to
unitholders
|
(49.57
|
)
|
(51.60
|
)
|
(12.17
|
)
|
||||||||||
Net Asset Value, end of period
|
$
|
697.10
|
$
|
793.52
|
$
|
744.39
|
||||||||||
Total Investment Return (4)
|
(5.90
|
)%
|
13.53
|
%
|
(24.34
|
)
|
%(5) | |||||||||
Supplemental Data and Ratios
|
||||||||||||||||
Net assets, end of period
|
$ | 36,672,852 | $ | 39,644,519 | $ | 31,290,375 | ||||||||||
Ratio of expenses to average
|
||||||||||||||||
net assets before waiver (6)
|
1.57
|
%
|
1.68
|
%
|
2.54
|
% | ||||||||||
Ratio of expenses to average
|
||||||||||||||||
net assets after waiver (6)
|
1.50
|
%
|
1.50
|
%
|
1.50
|
% | ||||||||||
Ratio of net investment
|
||||||||||||||||
loss to average net
|
||||||||||||||||
assets after waiver (6)
|
(0.67
|
)%
|
(1.17
|
)%
|
(0.99
|
)
|
%
|
|||||||||
Portfolio turnover rate
|
85.91
|
%
|
54.68
|
%
|
12.63
|
%(5) | ||||||||||
(1) Commencement of operations.
|
||||||||||||||||
(2) Information presented relates to a unit outstanding for the period presented.
|
||||||||||||||||
(3) Calculated using average shares outstanding method.
|
||||||||||||||||
(4) Individual returns and ratios may vary based on the timing of capital transactions.
|
||||||||||||||||
(5) Not annualized.
|
||||||||||||||||
(6) Annualized for periods less than one full year.
|
||||||||||||||||
1.
|
Organization
|
2.
|
Significant Accounting Policies
|
3.
|
Concentrations of Risk
|
4.
|
Agreements and Related Party Transactions
|
5.
|
Fair Value Measurements
|
·
|
Level 1 — quoted prices in active markets for identical securities
|
·
|
Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
|
·
|
Level 3 — significant unobservable inputs (including the Master Fund’s own assumptions in determining the fair value of investments)
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Fair Value as of
|
Quoted Prices in
Active Markets for
Identical Assets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
Description
|
November 30, 2017
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Assets
Equity Securities
Common Stock
|
$
|
21,908,889
|
$
|
21,908,889
|
$
|
-
|
$
|
-
|
||||||||
Master Limited
Partnerships
and Related
Companies (a)
|
13,018,712
|
13,018,712
|
-
|
-
|
||||||||||||
Total Equity Securities
|
34,927,601
|
34,927,601
|
-
|
-
|
||||||||||||
Other
Short-Term Investments
|
1,738,709
|
1,738,709
|
-
|
-
|
||||||||||||
Total Other
|
1,738,709
|
1,738,709
|
-
|
-
|
||||||||||||
Total Assets
|
$
|
36,666,310
|
$
|
36,666,310
|
$
|
-
|
$
|
-
|
(a)
|
All other industry classifications are identified in the Schedule of Investments. The Master Fund did not hold Level 3 investments at any time during the fiscal year ended November 30, 2017.
|
6.
|
Investment Transactions
|
7.
|
Unit Transactions
|
8.
|
Subsequent Events
|
Name and
Year of Birth |
Position(s) Held
with the Trust |
Term of
Office and
Length of
Time
Served (1) |
Principal
Occupations During Past Five Years |
Number of
Portfolios in
Fund
Complex (2)
Overseen
by Trustee |
Other
Directorships Held by Trustee During the Past Five Years |
|
Independent Trustees
|
||||||
Brian R. Bruce
|
Lead
Independent
Trustee
|
Trustee
since 2010
|
Chief Executive Officer, Hillcrest Asset Management, LLC (2008 to present) (registered investment adviser). Previously, Director of Southern Methodist University’s Encap Investment and LCM Group Alternative Asset Management Center (2006 to 2011). Chief Investment Officer of Panagora Asset Management, Inc. (1999 to 2007) (investment management company).
|
6
|
CM Advisers Family of Funds (2 series) (2003 to present) and Dreman Contrarian Funds (2 series) (2007 to present).
|
|
(1955)
|
||||||
Brenda A. Cline
|
Trustee and
Chair of Audit
Committee
|
Trustee
since 2017
|
Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Kimbell Art Foundation (1993-present).
|
6
|
American Beacon Funds (32 series) (2004-present); Tyler Technologies, Inc. (2014-present) (software); Range Resources Corporation (2015-present) (natural gas and oil exploration and production).
|
|
(1960)
|
||||||
Ronald P. Trout
|
Trustee and
Chairman of the
Nominating, and
Corporate
Governance
Committee
|
Trustee
since 2010
|
Retired. Previously, founding partner and Senior Vice President of Hourglass Capital Management, Inc. (1989 to 2002) (investment management company).
|
6
|
Dorchester Minerals LP (2008 - present) (acquisition, ownership and administration of natural gas and crude oil royalty, net profits and leasehold interests in the U.S.)
|
|
(1939)
|
||||||
Interested Trustees
|
||||||
Jerry V. Swank
|
Trustee,
Chairman of the
Board, Chief
Executive Officer
and President
|
Trustee
since 2010
|
Managing Partner of the Adviser and founder Swank Capital, LLC of (2000 - present).
|
6
|
E-T Energy Ltd. (2008 - 2014) (developing, operating, producing and selling recoverable bitumen); Central Energy Partners, LP (2010-2013) (storage and transportation of refined petroleum products and petrochemicals).
|
|
(1951) (3)
|
||||||
(1)
|
Each Trustee serves an indefinite term until his or her successor is elected and qualified, or his or her earlier resignation or removal.
|
|||||
(2)
|
The “Fund Complex” includes the Feeder Funds, Master Fund and each other registered investment company for which the Adviser serves as investment adviser. As of November 30, 2017, there were six funds, including the Feeder Funds and Master Fund, in the Fund Complex.
|
|||||
(3)
|
Mr. Swank is an “interested person” of the Feeder Funds and Master Fund, as defined under the Investment Company Act of 1940, as amended, by virtue of his position as Managing Partner of the Investment Adviser.
|
|||||
Executive Officers (Unaudited)
The following provides information regarding the executive officers of the Feeder Funds and Master Fund who are not Trustees. Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.
|
Name and
Year of Birth |
Position(s) Held
with the Trust |
Length of Time
Served
|
Principal Occupations During Past Five Years
|
John H. Alban
|
Chief Financial Officer and
Treasurer
|
Officer
since 2010 |
Chief Operating Officer (“COO”) of the Adviser (2010 - present). Previously, Chief Administrative Officer of NGP Energy Capital Management (2007 - 2009); COO of Spinnerhawk Capital Management, L.P. (2005 - 2007).
|
(1963)
|
|||
Barry Y. Greenberg
|
Chief Compliance
Officer and Secretary
|
Officer
since 2010 |
General Counsel and Chief Compliance Officer of the Adviser (2010-present); Partner at Akin Gump Strauss Hauer & Feld LLP (2005 - 2010); Vice President, Legal, Compliance and Administration at American Beacon Advisors (1995 - 2005); Attorney and Branch Chief at the U.S. Securities and Exchange Commission (1988 - 1995).
|
(1963)
|
|||
Elizabeth F. Toudouze
|
Executive Vice
President
|
Officer
since 2010 |
Portfolio manager of the Adviser (2005 – present). Previously, ran a family office.
|
(1962)
|
|||
John M. Musgrave
|
Vice President
|
Officer
since 2013 |
Vice President and Senior Research Analyst of the Adviser (2007 – present). Previously an investment banker at Citigroup (2005 - 2007) and a research analyst at UBS Investment Bank (2004 – 2005).
|
(1982)
|
|||
FYE 11/30/2017
|
FYE 11/30/2016
|
|
Audit Fees
|
15,000
|
10,500
|
Audit-Related Fees
|
None
|
None
|
Tax Fees
|
18,500
|
15,000
|
All Other Fees
|
None
|
None
|
FYE 11/30/2017
|
FYE 11/30/2016
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 11/30/2017
|
FYE 11/30/2016
|
Registrant
|
18,500
|
15,000
|
Registrant’s Investment Adviser
|
None
|
None
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
Name
|
Positions(s) Held
|
Principal Occupation
|
With Registrant and Length of
|
During Past Five Years
|
|
Time Served
|
||
Jerry V. Swank
|
Trustee, Chairman of the Board, Chief Executive Officer and President since 2007.
|
Managing Partner and Co-Chief Investment Officer of the Investment Adviser since 2003.
|
Elizabeth F. Toudouze
|
Executive Vice President since 2010.
|
Portfolio Manager of the Investment Adviser since 2005.
|
John Musgrave
|
Vice President since 2013.
|
Portfolio Manager of the Investment Adviser since 2007.
|
Name of
Portfolio
Manager
|
Number of
Accounts
|
Total Assets of
Accounts
|
Number of Accounts
Subject to a
Performance Fee
|
Total Assets of Accounts
Subject to a Performance
Fee
|
Jerry V. Swank
|
||||
Registered
investment
companies
|
9
|
$1,916,203,318
|
0
|
$0
|
Other pooled
investment
vehicles
|
5
|
$225,291,280
|
5
|
$225,291,280
|
Other accounts
|
28
|
$1,365,487,051
|
1
|
$3,025,820
|
Elizabeth F.
Toudouze
|
||||
Registered
investment
companies
|
2
|
$48,715,612
|
0
|
$0
|
Other pooled
investment
vehicles
|
0
|
0
|
0
|
$0
|
Other accounts
|
24
|
$878,901,936
|
0
|
$0
|
John Musgrave
|
||||
Registered
investment
companies
|
2
|
$48,715,612
|
0
|
$0
|
Other pooled
investment
vehicles
|
3
|
$218,711,658
|
3
|
$218,711,658
|
Other accounts
|
24
|
$876,395,721
|
1
|
$3,025,820
|
Portfolio Manager
|
Aggregate Dollar Range of Beneficial
Ownership in the Registrant
|
Jerry V. Swank
|
$ 100,001 – 500,000(1)
|
Elizabeth F. Toudouze
|
None
|
John Musgrave
|
None
|
(1)
|
Includes securities owned by the Investment Adviser. By virtue of his control of the Investment Adviser, Mr. Swank may be deemed to beneficially own the securities held by the Investment Adviser.
|
Period
|
(a)
Total Number of Shares (or Units)
Purchased
|
(b)
Average Price Paid per Share (or Unit)
|
(c)
Total Number of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
(d)
Maximum Number (or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
Month #1
06/01/2017-06/30/2017*
|
1,421.54
|
$747.39
|
1,421.54
|
0
|
Month #2
07/01/2017-07/31/2017
|
0
|
0
|
0
|
0
|
Month #3
08/01/2017-08/31/2017
|
0
|
0
|
0
|
0
|
Month #4
09/01/2017-09/30/2017^
|
1,438.44
|
$724.97
|
1,438.44
|
0
|
Month #5
10/01/2017-10/31/2017
|
0
|
0
|
0
|
0
|
Month #6
11/01/2017-11/30/2017
|
0
|
0
|
0
|
0
|
Total
|
2,859.98
|
$736.11
|
2,859.98
|
0
|
(a)
|
The registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider.
|
(b)
|
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
(a)
|
1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.
|
· |
honest and ethical conduct;
|
· |
compliance with applicable laws and SEC rules and regulations;
|
· |
prompt reporting of unethical or illegal conduct; and
|
· |
accountability for adherence to this Code.
|
· |
use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund such that the Covered Person or a member of his family would benefit personally to the detriment of the Fund;
|
· |
cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Person or a member of his family rather than for the benefit of the Fund; and
|
· |
use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.
|
· |
service as a trustee on the board of any public or private company;
|
· |
the receipt of any non-nominal gifts from any person or company with which the Fund has current or prospective business dealings;
|
· |
the receipt of any entertainment from any company with which the Fund 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 Fund’s service providers, other than the Adviser, its principal underwriter, administrator or any affiliated person and the service provider of which such Covered Person is an employee; and
|
· |
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or repurchasing shares other than an interest arising from the Covered Person’s employment, such as compensation or equity ownership.
|
· |
take for himself personally opportunities, including investment opportunities, discovered through the use of his position with the Fund, or through the use of the Fund’s property or information;
|
· |
use the Fund’s property, information, or position for his personal gain or the gain of his family member; or
|
· |
compete, or prepare to compete, with the Fund.
|
· |
Each Covered Person should be familiar with the disclosure requirements generally applicable to the Fund (such general disclosure requirements are discussed in the Compliance Manual under the heading “General Ongoing Disclosure Requirements”);
|
1 |
Any activity or relationship that would present a conflict for a Covered Person would likely also present a conflict for the Covered Person if a member of the Covered Person’ s family engages in such an activity or has such a relationship.
|
· |
Each Covered Person must be familiar with the Fund’s Disclosure Controls and Procedures provided as Exhibit IV to the Manual.
|
· |
each Covered Person should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s trustees and auditors, and to governmental regulators and self-regulatory organizations;
|
· |
each Covered Person should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Fund’s Investment Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
|
· |
it is the responsibility of each Covered Person to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
· |
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Person), affirm in writing to the Board that he has received, read and understands the Code;
|
· |
annually thereafter affirm to the Board that he has complied with the requirements of the Code;
|
· |
not retaliate against any employee or Covered Person or their affiliated persons for reports of potential violations that are made in good faith;
|
· |
notify the Chief Compliance Officer of the Fund promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code; and
|
· |
report at least annually any change in his affiliations from the prior year.
|
· |
the Chief Compliance Officer will take any action he considers appropriate to investigate any actual or potential violations reported to him;
|
· |
if, after such investigation, the Chief Compliance Officer believes that no violation has occurred, the Chief Compliance Officer will meet with the person reporting the violation for the purposes of informing such person of the reason for not taking action;
|
· |
any matter that the Chief Compliance Officer believes is a violation will be reported to the Audit Committee;
|
· |
if the Audit 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 Fund’s Service Provider of which such Covered Person is an employee or its board; a recommendation to such Service Provider to dismiss the Covered Person; or dismissal of the Covered Person as an officer of the Fund;
|
· |
the Audit Committee 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.
|
1. |
I have reviewed this report on Form N-CSR of The Cushing MLP Infrastructure Fund I;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jerry V. Swank | ||
Date: 2/5/18
|
Jerry V. Swank
President & Chief Executive Officer
|
|
1. |
I have reviewed this report on Form N-CSR of The Cushing MLP Infrastructure Fund I;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John H. Alban | ||
Date: 2/5/18
|
John H. Alban
Treasurer & Chief Financial Officer
|
/s/ Jerry V. Swank | /s/ John H. Alban |
Jerry V. Swank
President & Chief Executive Officer
|
John H. Alban
Treasurer & Chief Financial Officer
|
Dated: 2/5/18
|
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