In the event a Board
approved independent pricing service is unable to provide an evaluated price for a security or Clough Capital Partners L.P. (the
“Adviser” or “Clough”) believes the price provided is not reliable, securities of each Fund may be valued
at fair value as described above. In these instances the Adviser may seek to find an alternative independent source, such as a
broker/dealer to provide a price quote, or by using evaluated pricing models similar to the techniques and models used by the independent
pricing service. These fair value measurement techniques may utilize unobservable inputs (Level 3).
On a monthly basis, the Fair Value Committee of each Fund meets
and discusses securities that have been fair valued during the preceding month in accordance with the Funds’ Fair Value Procedures
and reports quarterly to the Board on the results of those meetings.
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
The following is a reconciliation of the investments in which
significant unobservable inputs (Level 3) were used in determining fair value:
Clough Global Equity Fund
Investments in Securities
|
|
|
Balance as of October 31, 2019
|
|
|
|
Realized Gain/(Loss)
|
|
|
|
Change in Unrealized Appreciation/ (Depreciation)
|
|
|
|
Purchases
|
|
|
|
Sales Proceeds
|
|
|
|
Transfer into Level 3
|
|
|
|
Transfer out of Level 3
|
|
|
|
Balance
as of April 30, 2020
|
|
|
|
Net change in unrealized appreciation/ (depreciation) attributable to Level 3 investments held at April 30, 2020
|
|
Common Stocks
|
|
$
|
2,364,539
|
|
|
$
|
–
|
|
|
$
|
(27,996
|
)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
2,336,543
|
|
|
$
|
(27,996
|
)
|
Total
|
|
$
|
2,364,539
|
|
|
$
|
–
|
|
|
$
|
(27,996
|
)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
2,336,543
|
|
|
$
|
(27,996
|
)
|
Clough Global Opportunities Fund
Investments in Securities
|
|
|
Balance as of October 31, 2019
|
|
|
|
Realized Gain/(Loss)
|
|
|
|
Change in Unrealized Appreciation/ (Depreciation)
|
|
|
|
Purchases
|
|
|
|
Sales Proceeds
|
|
|
|
Transfer into Level 3
|
|
|
|
Transfer out of Level 3
|
|
|
|
Balance as of April 30, 2020
|
|
|
|
Net change in unrealized appreciation/ (depreciation) attributable to Level 3 investments held at April 30, 2020
|
|
Common Stocks
|
|
$
|
6,250,289
|
|
|
$
|
–
|
|
|
$
|
(91,454
|
)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
6,158,835
|
|
|
$
|
(91,454
|
)
|
Total
|
|
$
|
6,250,289
|
|
|
$
|
–
|
|
|
$
|
(91,454
|
)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
6,158,835
|
|
|
$
|
(91,454
|
)
|
The following is a summary of valuation techniques and quantitative
information used in determining the fair value of each Fund’s Level 3 investments at April 30, 2020:
Fund
|
|
Sector
|
|
Fair Value
|
|
|
Valuation Technique
|
|
Unobservable Input(a)
|
|
Range / Premium
|
Clough Global Equity Fund
|
|
Health Care
|
|
$
|
1,565,810
|
|
|
Recent Financings
|
|
Transaction Price
|
|
N/A
|
|
|
|
|
|
|
|
|
Accomplishment & Goals
|
|
|
|
|
|
|
|
|
|
|
|
|
and Index Performance
|
|
|
|
|
|
|
|
|
|
770,733
|
|
|
Method
|
|
Transaction Price
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Opportunities Fund
|
|
Health Care
|
|
$
|
3,641,051
|
|
|
Recent Financings
|
|
Transaction Price
|
|
N/A
|
|
|
|
|
|
|
|
|
Accomplishment & Goals
|
|
|
|
|
|
|
|
|
|
|
|
|
and Index Performance
|
|
|
|
|
|
|
|
|
|
2,517,784
|
|
|
Method
|
|
Transaction Price
|
|
N/A
|
(a) A
change to the unobservable input may result in a significant change to the value of the investment as follows:
Unobservable Input
|
Impact to Value if Input Increases
|
Impact to Value if Input Decreases
|
Transaction Price
|
Increase
|
Decrease
|
Foreign Securities: Each Fund may
invest a portion of its assets in foreign securities. In the event that a Fund executes a foreign security transaction, the Fund
will generally enter into a foreign currency spot contract to settle the foreign security transaction. Foreign securities may carry
more risk than U.S. securities, such as political, market and currency risks.
The accounting records
of each Fund are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars
at the closing rates of exchange at period end. Amounts related to the purchase and sale of foreign securities and investment income
are translated at the rates of exchange prevailing on the respective dates of such transactions. Although the net assets and the
values are presented at the foreign exchange rates at market close, the Funds do not isolate the portion of the results of operations
resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities
held.
Semi-Annual Report | April 30, 2020
|
41
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
The effect of changes in foreign
currency exchange rates on investments is reported with investment securities realized and unrealized gains and losses in the Funds’
Statements of Operations.
A foreign currency spot contract
is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. Each Fund may enter into foreign
currency spot contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection
from adverse exchange rate fluctuation. Risks to a Fund include the potential inability of the counterparty to meet the terms of
the contract.
The net U.S. dollar value
of foreign currency underlying all contractual commitments held by a Fund and the resulting unrealized appreciation or depreciation
are determined using prevailing forward foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency
spot contracts are reported in the Funds’ Statements of Assets and Liabilities as a receivable for investments sold or a
payable for investments purchased and in the Funds’ Statements of Operations with the change in unrealized appreciation or
depreciation on translation of assets and liabilities denominated in foreign currencies. These spot contracts are used by the broker
to settle investments denominated in foreign currencies.
A Fund may realize a gain or loss upon
the closing or settlement of the foreign transactions. Such realized gains and losses are reported with all other foreign currency
gains and losses in the Statements of Operations.
Exchange
Traded Funds: Each Fund may invest in Exchange Traded Funds (“ETFs”), which are funds whose shares are traded on
a national exchange. ETFs may be based on underlying equity or fixed income securities, as well as commodities or currencies. ETFs
do not sell individual shares directly to investors and only issue their shares in large blocks known as “creation units.”
The investor purchasing a creation unit then sells the individual shares on a secondary market. Although similar diversification
benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower
expenses. Because an ETF incurs its own fees and expenses, shareholders of a Fund investing in an ETF will indirectly bear those
costs. Such Funds will also incur brokerage commissions and related charges when purchasing or selling shares of an ETF. Unlike
typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a securities exchange
throughout the trading day at market prices that are generally close to the NAV of the ETF.
Short Sales: Each Fund
may sell a security it does not own in anticipation of a decline in the fair value of that security. When a Fund sells a security
short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which a Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination
of the short sale.
Each Fund's
obligation to replace the borrowed security will be secured by collateral deposited with the broker-dealer, usually cash, U.S.
government securities or other liquid securities. Each Fund will also be required to designate on its books and records similar
collateral with its custodian to the extent, if any, necessary so that the aggregate collateral value is at all times at least
equal to the current value of the security sold short. The cash amount is reported on the Statements of Assets and Liabilities
as Deposit with broker for securities sold short which is held with one counterparty. Each Fund is obligated to pay interest to
the broker for any debit balance of the margin account relating to short sales. The interest incurred by the Funds is reported
on the Statements of Operations as Interest expense – margin account. Interest amounts payable, if any, are reported on the
Statements of Assets and Liabilities as Interest payable – margin account.
Each Fund
may also sell a security short if it owns at least an equal amount of the security sold short or another security convertible
or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box).
In a short sale against-the-box, the short seller is exposed to the risk of being forced to deliver stock that it holds to close
the position if the borrowed stock is called in by the lender, which would cause gain or loss to be recognized on the delivered
stock. Each Fund expects normally to close its short sales against-the-box by delivering newly acquired stock. Since the Funds
intend to hold securities sold short for the short term, these securities are excluded from the purchases and sales of investment
securities in Note 4 and each Fund’s Portfolio Turnover in the Financial Highlights.
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
Derivatives Instruments and
Hedging Activities: The following discloses the Funds’ use of derivative instruments and hedging activities.
The Funds’
investment objectives not only permit the Funds to purchase investment securities, they also allow the Funds to enter into various
types of derivative contracts, including, but not limited to, purchased and written options, swaps, futures and warrants. In doing
so, the Funds will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types
of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive
for this purpose than equity securities; they require little or no initial cash investment, they can focus exposure on only certain
selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to
the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct
purchases or sales of securities capable of affecting a similar response to market factors.
Risk of Investing in
Derivatives: The Funds’ use of derivatives can result in losses due to unanticipated changes in the market risk
factors and the overall market. In instances where the Funds are using derivatives to decrease or hedge exposures to market
risk factors for securities held by the Funds, there are also risks that those derivatives may not perform as expected,
resulting in losses for the combined or hedged positions.
Derivatives
may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains
or losses in excess of their cost. This use of embedded leverage allows the Funds to increase their market value exposure relative
to their net assets and can substantially increase the volatility of the Funds’ performance.
Additional
associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the
derivative and the Funds. Typically, the associated risks are not the risks that the Funds are attempting to increase or decrease
exposure to, per their investment objectives, but are the additional risks from investing in derivatives.
Examples of these
associated risks are liquidity risk, which is the risk that the Funds will not be able to sell the derivative in the open market
in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the
Funds. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that
follow.
Each Fund may acquire
put and call options and options on stock indices and enter into stock index futures contracts, certain credit derivatives transactions
and short sales in connection with its equity investments. In connection with a Fund's investments in debt securities, it may enter
into related derivatives transactions such as interest rate futures, swaps and options thereon and certain credit derivatives
transactions. Derivatives transactions of the types described above subject a Fund to increased risk of principal loss due to imperfect
correlation or unexpected price or interest rate movements. Each Fund also will be subject to credit risk with respect to the counterparties
to the derivatives contracts purchased by a Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations
under a derivatives contract due to financial difficulties, each Fund may experience significant delays in obtaining any recovery
under the derivatives contract in a bankruptcy or other reorganization proceeding. Each Fund may obtain only a limited recovery
or may obtain no recovery in such circumstances.
Market Risk Factors: In addition, in pursuit
of their investment objectives, certain Funds may seek to use derivatives, which may increase or decrease exposure to the following
market risk factors:
Equity Risk: Equity risk relates to the change in
value of equity securities as they relate to increases or decreases in the general market.
Foreign
Exchange Rate Risk: Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated
in a foreign currency. The value of a foreign currency denominated security will decrease as the dollar appreciates against the
currency, while the value of the foreign currency denominated security will increase as the dollar depreciates against the currency.
Option Writing/Purchasing:
Each Fund may purchase or write (sell) put and call options. One of the risks associated with purchasing an option among others,
is that a Fund pays a premium whether or not the option is exercised. Additionally, a Fund bears the risk of loss of premium and
change in value should the counterparty not perform under the contract. The cost of securities acquired through the exercise of
call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased
by the premiums paid. Each Fund is obligated to pay interest to the broker for any debit balance of the margin account relating
to options. Each Fund pledges cash or liquid assets as collateral to satisfy the current obligations with respect to written options.
The interest incurred, if any, on the Funds is reported on the Statements of Operations as Interest expense – margin account.
Interest amounts payable by the Funds, if any, are reported on the Statements of Assets and Liabilities as Interest payable –
margin account.
When a Fund writes an option,
an amount equal to the premium received by a Fund is recorded as a liability and is subsequently adjusted to the current value
of the option written. Premiums received from writing options that expire unexercised are treated by a Fund on the expiration date
as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is recorded as a realized gain or loss. If a call option is exercised, the premium is added to
the proceeds from the sale of the underlying security or currency in determining whether a Fund has realized a gain or loss. If
a put option is exercised, the premium reduces the cost basis of the securities purchased by a Fund. Each Fund, as writer of an
option, bears the market risk of an unfavorable change in the price of the security underlying the written option. The Funds engaged
in purchased and written options during the six months ended April 30, 2020.
Semi-Annual Report | April 30, 2020
|
43
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
Futures
Contracts: Each Fund may enter into futures contracts. A futures contract is an agreement to buy or sell a security or
currency (or to deliver a final cash settlement price in the case of a contract relating to an index or otherwise not calling
for physical delivery at the end of trading in the contract) for a set price at a future date. If a Fund buys a security
futures contract, the Fund enters into a contract to purchase the underlying security and is said to be "long"
under the contract. If a Fund sells a security futures contact, the Fund enters into a contract to sell the underlying
security and is said to be "short" under the contract. The price at which the contract trades (the "contract
price") is determined by relative buying and selling interest on a regulated exchange. Futures contracts are marked to
market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by
the Fund. Such payables or receivables, if any, are recorded for financial statement purposes as variation margin payable or
variation margin receivable by each Fund. Each Fund pledges cash or liquid assets as collateral to satisfy the current
obligations with respect to futures contracts. The cash amount, if any, is reported on the Statements of Assets and
Liabilities as Deposit with broker for futures contracts which is held with one counterparty. Management has reviewed the
futures agreement under which the futures contracts are traded and has determined that the Funds do not have the right to
set-off, and therefore the futures contracts are not subject to enforceable netting arrangements.
The Funds
enter into such transactions for hedging and other appropriate risk-management purposes or to increase return. While a Fund may
enter into futures contracts for hedging purposes, the use of futures contracts might result in a poorer overall performance for
the Fund than if it had not engaged in any such transactions. If, for example, the Fund had insufficient cash, it might have to
sell a portion of its underlying portfolio of securities in order to meet daily variation margin requirements on its futures contracts
or options on futures contracts at a time when it might be disadvantageous to do so. There may be an imperfect correlation between
the Funds’ portfolio holdings and futures contracts entered into by the Fund, which may prevent the Fund from achieving the
intended hedge or expose the Fund to risk of loss.
Futures contract transactions
may result in losses substantially in excess of the variation margin. There can be no guarantee that there will be a correlation
between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect correlation could result
in a loss on both the hedged securities in a Fund and the hedging vehicle so that the portfolio return might have been greater
had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close
out a futures contract. Lack of a liquid market for any reason may prevent a Fund from liquidating an unfavorable position, and
the Fund would remain obligated to meet margin requirements until the position is closed. In addition, the Fund could be exposed
to risk if the counterparties to the contracts are unable to meet the terms of their contracts. With exchange-traded futures contracts,
there is minimal counterparty credit risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse,
as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. During the six months
ended April 30, 2020, the Funds did not invest in futures contracts.
Swaps:
A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated
by reference to changes in specified prices or rates for a specified amount of an underlying asset. Each Fund may utilize swap
agreements as a means to gain exposure to certain assets and/or to “hedge” or protect the Fund from adverse movements
in securities prices or interest rates. Each Fund is subject to equity risk and interest rate risk in the normal course of pursuing
its investment objective through investments in swap contracts. Swap agreements entail the risk that a party will default on its
payment obligation to a Fund. If the other party to a swap defaults, a Fund would risk the loss of the net amount of the payments
that it contractually is entitled to receive. If each Fund utilizes a swap at the wrong time or judges market conditions incorrectly,
the swap may result in a loss to the Fund and reduce the Fund’s total return.
Total return
swaps involve an exchange by two parties in which one party makes payments based on a set rate, either fixed or variable, while
the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any
capital gains over the payment period. A Fund’s maximum risk of loss from counterparty risk or credit risk is the discounted
value of the payments to be received from/paid to the counterparty over the contract’s remaining life, to the extent that
the amount is positive. The risk is mitigated by having a netting arrangement between a Fund and the counterparty and by the posting
of collateral to a Fund to cover the Fund’s exposure to the counterparty. Each Fund pledges cash or liquid assets as collateral to satisfy the current obligations with respect to swap contracts. The cash amount is reported on the Statements of Assets
and Liabilities as Deposit with broker for total return swap contracts which is held with one counterparty.
International Swaps
and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) govern OTC financial derivative transactions
entered into by a Fund and those counterparties. The ISDA Master Agreements maintain provisions for general obligations, representations,
agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties
to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any
election to early terminate could be material to the financial statements. During the six months ended April 30, 2020, the Funds
invested in swap agreements consistent with the Funds’ investment strategies to gain exposure to certain markets or indices.
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
Warrants/Rights:
Each Fund may purchase or otherwise receive warrants or rights. Warrants and rights generally give the holder the right to receive,
upon exercise, a security of the issuer at a set price. Funds typically use warrants and rights in a manner similar to their use
of purchased options on securities, as described in options above. Risks associated with the use of warrants and rights are generally
similar to risks associated with the use of purchased options. However, warrants and rights often do not have standardized terms,
and may have longer maturities and may be less liquid than exchange-traded options. In addition, the terms of warrants or rights
may limit each Fund’s ability to exercise the warrants or rights at such times and in such quantities as each Fund would
otherwise wish. As of and during the six months ended April 30, 2020, each Fund held no warrants or rights.
The effect of derivatives instruments on each Fund’s Statement
of Assets and Liabilities as of April 30, 2020:
|
|
Asset Derivatives
|
|
|
|
Risk Exposure
|
|
Statements of Assets and Liabilities Location
|
|
Fair Value
|
|
Clough Global Dividend and Income Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin receivable
|
|
$
|
3,595,499
|
(a)
|
Equity Contracts (Purchased Options)
|
|
Investments, at value
|
|
|
313,120
|
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized appreciation on total return swap contracts
|
|
|
207,360
|
|
|
|
|
|
$
|
4,115,979
|
|
Clough Global Equity Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin receivable
|
|
$
|
6,283,424
|
(a)
|
Equity Contracts (Purchased Options)
|
|
Investments, at value
|
|
|
963,185
|
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized appreciation on total return swap contracts
|
|
|
363,588
|
|
|
|
|
|
$
|
7,610,197
|
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin receivable
|
|
$
|
12,586,402
|
(a)
|
Equity Contracts (Purchased Options)
|
|
Investments, at value
|
|
|
1,941,705
|
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized appreciation on total return swap contracts
|
|
|
772,311
|
|
|
|
|
|
$
|
15,300,418
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
|
|
|
|
Statements of Assets and Liabilities Location
|
|
|
Fair Value
|
|
Clough Global Dividend and Income Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin payable
|
|
$
|
(32,650
|
)(a)
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized depreciation on total return swap contracts
|
|
|
(6,271
|
)
|
Total
|
|
|
|
$
|
(38,921
|
)
|
Clough Global Equity Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin payable
|
|
$
|
(55,438
|
)(a)
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized depreciation on total return swap contracts
|
|
|
(16,325
|
)
|
Total
|
|
|
|
$
|
(71,763
|
)
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Variation margin payable
|
|
$
|
(111,588
|
)(a)
|
Equity Contracts (Total Return Swap Contracts)
|
|
Unrealized depreciation on total return swap contracts
|
|
|
(32,862
|
)
|
Total
|
|
|
|
$
|
(144,450
|
)
|
|
(a)
|
Includes cumulative appreciation/(depreciation) of futures
contracts as reported in the Statement of Investments. Only the current day's net variation margin is reported within the Statements
of Assets and Liabilities.
|
Semi-Annual Report | April 30, 2020
|
45
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
The effect of derivatives instruments on each Fund's Statement
of Operations for the six months ended April 30, 2020:
Risk Exposure
|
|
Statements of Operations Location
|
|
Realized Gain/(Loss) on Derivatives Recognized in Income
|
|
|
Change in Unrealized Appreciation/ (Depreciation) on Derivatives Recognized in Income
|
|
|
|
|
|
|
|
|
|
|
Clough Global Dividend and Income
|
|
Fund
|
|
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Net realized gain/(loss) on futures contracts/Net change in unrealized appreciation/(depreciation) on futures contracts
|
|
$
|
837,785
|
|
|
$
|
3,595,499
|
|
Equity Contracts (Purchased Options)
|
|
Net realized gain/(loss) on investment securities/Net change in unrealized appreciation/(depreciation) on investment securities
|
|
|
–
|
|
|
|
53,411
|
|
Equity Contracts (Total Return Swap Contracts)
|
|
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(depreciation) on total return swap contracts
|
|
|
450,587
|
|
|
|
102,527
|
|
Equity Contracts (Written Options)
|
|
Net realized gain/(loss) on written options/Net change in unrealized appreciation/(depreciation) on written options
|
|
|
1,341,047
|
|
|
|
(24,595
|
)
|
Total
|
|
|
|
$
|
2,629,419
|
|
|
$
|
3,726,842
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Equity Fund
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Net realized gain/(loss) on futures contracts/Net change in unrealized appreciation/(depreciation) on futures contracts
|
|
$
|
1,442,418
|
|
|
$
|
6,283,424
|
|
Equity Contracts (Purchased Options)
|
|
Net realized gain/(loss) on investment securities/Net change in unrealized appreciation/(depreciation) on investment securities
|
|
|
–
|
|
|
|
(89,565
|
)
|
Equity Contracts (Total Return Swap Contracts)
|
|
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(depreciation) on total return swap contracts
|
|
|
1,662,334
|
|
|
|
(36,589
|
)
|
Equity Contracts (Written Options)
|
|
Net realized gain/(loss) on written options/Net change in unrealized appreciation/(depreciation) on written options
|
|
|
(4,143,118
|
)
|
|
|
(40,992
|
)
|
Total
|
|
|
|
$
|
(1,038,366
|
)
|
|
$
|
6,116,278
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Contracts (Futures Contracts)
|
|
Net realized gain/(loss) on futures contracts/Net change in unrealized appreciation/(depreciation) on futures contracts
|
|
$
|
2,909,345
|
|
|
$
|
12,586,402
|
|
Equity Contracts (Purchased Options)
|
|
Net realized gain/(loss) on investment securities/Net change in unrealized appreciation/(depreciation) on investment securities
|
|
|
–
|
|
|
|
(177,471
|
)
|
Equity Contracts (Total Return Swap Contracts)
|
|
Net realized gain/(loss) on total return swap contracts/Net change in unrealized appreciation/(depreciation) on total return swap contracts
|
|
|
3,368,589
|
|
|
|
(82,426
|
)
|
Equity Contracts (Written Options)
|
|
Net realized gain/(loss) on written options/Net change in unrealized appreciation/(depreciation) on written options
|
|
|
(8,310,820
|
)
|
|
|
(84,034
|
)
|
Total
|
|
|
|
$
|
(2,032,886
|
)
|
|
$
|
12,242,471
|
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
The average total return swap contracts notional amount during
the six months ended April 30, 2020, is noted below for each of the Funds.
Fund
|
|
Average Total Return Swap Contracts Notional Amount
|
|
Clough Global Dividend and Income Fund
|
|
$
|
901,889
|
|
Clough Global Equity Fund
|
|
|
2,993,299
|
|
Clough Global Opportunities Fund
|
|
|
6,027,621
|
|
The average monthly notional value of options contracts outstanding
during the six months ended April 30, 2020, is noted below for each of the Funds.
Fund
|
|
Average Purchased Option Contract Notional Amount
|
|
|
Average Written Option Contract Notional Amount
|
|
Clough Global Dividend and Income Fund
|
|
$
|
29,429,897
|
|
|
$
|
27,876,601
|
|
Clough Global Equity Fund
|
|
|
59,699,644
|
|
|
|
54,534,947
|
|
Clough Global Opportunities Fund
|
|
|
120,300,563
|
|
|
|
110,189,792
|
|
The average monthly notional value of futures contracts outstanding
during the six months ended April 30, 2020, is noted below for each of the Funds.
Fund
|
|
Average Futures Contracts Notional Amount
|
|
Clough Global Dividend and Income Fund
|
|
$
|
324,938,700
|
|
Clough Global Equity Fund
|
|
|
554,265,981
|
|
Clough Global Opportunities Fund
|
|
|
1,115,426,944
|
|
Certain derivative contracts are executed
under either standardized netting agreements or, for exchange-traded derivatives, the relevant contracts for a particular exchange
which contain enforceable netting provisions. A derivative netting arrangement creates an enforceable right of set-off that becomes
effective, and affects the realization of settlement on individual assets, liabilities and collateral amounts, only following
a specified event of default or early termination. Default events may include the failure to make payments or deliver securities
timely, material adverse changes in financial condition or insolvency, the breach of minimum regulatory capital requirements, or
loss of license, charter or other legal authorization necessary to perform under the contract.
Semi-Annual Report | April 30, 2020
|
47
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
The following tables present derivative financial instruments
that are subject to enforceable netting arrangements as of April 30, 2020.
Offsetting of Derivatives Assets
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statements of Assets and Liabilities
|
|
|
|
Gross Amounts of Recognized Assets
|
|
|
Gross Amounts Offset in the Statements of Assets and Liabilities
|
|
|
Net Amounts Presented in the Statements of Assets and Liabilities
|
|
|
Financial Instruments(a)
|
|
|
Cash Collateral Received(a)
|
|
|
Net Amount
|
|
Clough Global Dividend and Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
207,360
|
|
|
$
|
–
|
|
|
$
|
207,360
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
207,360
|
|
Total
|
|
$
|
207,360
|
|
|
$
|
–
|
|
|
$
|
207,360
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
207,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Equity Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
363,588
|
|
|
$
|
–
|
|
|
$
|
363,588
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
363,588
|
|
Total
|
|
$
|
363,588
|
|
|
$
|
–
|
|
|
$
|
363,588
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
363,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
772,311
|
|
|
$
|
–
|
|
|
$
|
772,311
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
772,311
|
|
Total
|
|
$
|
772,311
|
|
|
$
|
–
|
|
|
$
|
772,311
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
772,311
|
|
Offsetting of Derivatives Liabilities
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statements of Assets and Liabilities
|
|
|
|
Gross Amounts of Recognized Liabilities
|
|
|
Gross Amounts Offset in the Statements of Assets and Liabilities
|
|
|
Net Amounts Presented in the Statements of Assets and Liabilities
|
|
|
Financial Instruments(a)
|
|
|
Cash Collateral Pledged(a)
|
|
|
Net Amount
|
|
Clough Global Dividend and Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
6,271
|
|
|
$
|
–
|
|
|
$
|
6,271
|
|
|
$
|
–
|
|
|
$
|
(6,271
|
)
|
|
$
|
–
|
|
Total
|
|
$
|
6,271
|
|
|
$
|
–
|
|
|
$
|
6,271
|
|
|
$
|
–
|
|
|
$
|
(6,271
|
)
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Equity Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
16,325
|
|
|
$
|
–
|
|
|
$
|
16,325
|
|
|
$
|
–
|
|
|
$
|
(16,325
|
)
|
|
$
|
–
|
|
Total
|
|
$
|
16,325
|
|
|
$
|
–
|
|
|
$
|
16,325
|
|
|
$
|
–
|
|
|
$
|
(16,325
|
)
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Contracts
|
|
$
|
32,862
|
|
|
$
|
–
|
|
|
$
|
32,862
|
|
|
$
|
–
|
|
|
$
|
(32,862
|
)
|
|
$
|
–
|
|
Total
|
|
$
|
32,862
|
|
|
$
|
–
|
|
|
$
|
32,862
|
|
|
$
|
–
|
|
|
$
|
(32,862
|
)
|
|
$
|
–
|
|
|
(a)
|
These amounts are limited to the derivative asset/liability
balance and, accordingly, do not include excess collateral received/pledged, which is disclosed in the Statements of Investments.
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
Restricted Securities:
Although the Funds will invest primarily in publicly traded securities, they may invest a portion of their assets (generally,
5% of its value) in restricted securities. Restricted securities are securities that may not be sold to the public without an effective
registration statement under the Securities Act of 1933, as amended (the "Securities Act") or, if they are unregistered,
may be sold only in a privately negotiated transaction or pursuant to an exemption from registration.
Restricted securities as of April 30, 2020 were as
follows:
|
|
|
|
% of
|
|
|
Acquisition
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Security
|
|
Net Assets
|
|
|
Date
|
|
Shares
|
|
|
Cost
|
|
|
Value
|
|
Clough Global Dividend and Income
|
|
Fund Broadcom, Inc.
|
|
|
0.41
|
%
|
|
4/21/2020
|
|
|
300,000
|
|
|
|
334,136
|
|
|
|
336,595
|
|
|
|
Carvana Co.
|
|
|
0.60
|
%
|
|
4/24/2020
|
|
|
500,000
|
|
|
|
495,010
|
|
|
|
491,875
|
|
|
|
Centene Corp.
|
|
|
0.20
|
%
|
|
4/16/2020
|
|
|
160,000
|
|
|
|
164,376
|
|
|
|
164,568
|
|
|
|
Massachusetts Mutual Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Co.
|
|
|
0.38
|
%
|
|
4/29/2020
|
|
|
300,000
|
|
|
|
314,625
|
|
|
|
308,247
|
|
|
|
|
|
|
|
|
|
04/16/2020-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norton LifeLock, Inc.
|
|
|
0.74
|
%
|
|
04/23/2020
|
|
|
600,000
|
|
|
|
614,090
|
|
|
|
606,750
|
|
|
|
Trinity Capital, Inc.
|
|
|
0.72
|
%
|
|
1/9/2020
|
|
|
22,400
|
|
|
|
560,000
|
|
|
|
585,200
|
|
Total
|
|
|
|
|
3.05
|
%
|
|
|
|
|
|
|
|
$
|
2,482,237
|
|
|
$
|
2,493,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Equity Fund
|
|
Alphamab Oncology
|
|
|
0.01
|
%
|
|
12/6/2019
|
|
|
6,922
|
|
|
|
9,109
|
|
|
|
15,179
|
|
|
|
Amphivena Therapeutics
|
|
|
0.81
|
%
|
|
4/8/2019
|
|
|
334,425
|
|
|
|
1,199,997
|
|
|
|
1,199,997
|
|
|
|
Arcellx, Inc.
|
|
|
0.25
|
%
|
|
8/8/2019
|
|
|
234,345
|
|
|
|
365,813
|
|
|
|
365,813
|
|
|
|
Centrexion Therapeutics
|
|
|
0.49
|
%
|
|
12/18/2017
|
|
|
66,719
|
|
|
|
701,250
|
|
|
|
723,701
|
|
|
|
Idorsia, Ltd.
|
|
|
0.23
|
%
|
|
7/11/2018
|
|
|
11,639
|
|
|
|
300,112
|
|
|
|
336,660
|
|
Total
|
|
|
|
|
1.79
|
%
|
|
|
|
|
|
|
|
$
|
2,576,281
|
|
|
$
|
2,641,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clough Global Opportunities Fund
|
|
Alphamab Oncology
|
|
|
0.01
|
%
|
|
12/6/2019
|
|
|
14,036
|
|
|
|
18,470
|
|
|
|
30,779
|
|
|
|
Amphivena Therapeutics
|
|
|
0.95
|
%
|
|
4/8/2019
|
|
|
780,326
|
|
|
|
2,799,997
|
|
|
|
2,799,997
|
|
|
|
Arcellx, Inc.
|
|
|
0.29
|
%
|
|
8/8/2019
|
|
|
538,792
|
|
|
|
841,054
|
|
|
|
841,054
|
|
|
|
Centrexion Therapeutics
|
|
|
0.80
|
%
|
|
12/18/2017
|
|
|
217,952
|
|
|
|
2,290,759
|
|
|
|
2,364,125
|
|
|
|
Massachusetts Mutual Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Co.
|
|
|
0.30
|
%
|
|
4/29/2020
|
|
|
850,000
|
|
|
|
891,438
|
|
|
|
873,367
|
|
|
|
Norton LifeLock, Inc.
|
|
|
0.41
|
%
|
|
4/23/2020
|
|
|
1,200,000
|
|
|
|
1,223,900
|
|
|
|
1,213,500
|
|
|
|
Trinity Capital, Inc.
|
|
|
0.65
|
%
|
|
1/9/2020
|
|
|
73,600
|
|
|
|
1,840,000
|
|
|
|
1,922,800
|
|
Total
|
|
|
|
|
3.40
|
%
|
|
|
|
|
|
|
|
$
|
9,905,618
|
|
|
$
|
10,045,622
|
|
Income Taxes:
Each Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies
and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. As of
and during the six months ended April 30, 2020, the Funds did not have a liability for any unrecognized tax benefits. The Funds
recognize the interest and penalties, if any, related to the unrecognized tax benefits as income tax expense in the Statements
of Operations. During the six months ended April 30, 2020, the Funds did not incur any interest or penalties.
The Funds file U.S. federal, state, and
local tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration
of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended
to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision
for income taxes.
Distributions
to Shareholders: Each Fund intends to make a dividend distribution each month to Common Shareholders after payment of interest
on any outstanding borrowings. Any net capital gains earned by a Fund are distributed at least annually to the extent necessary
to avoid federal income and excise taxes. Distributions to shareholders are recorded by each Fund on the ex-dividend date. Each
Fund has received approval from the Securities and Exchange Commission (the “Commission”) for exemption from Section
19(b) of the 1940 Act, and Rule 19b-1 there under permitting each Fund to make periodic distributions of long-term capital gains,
provided that the distribution policy of a Fund with respect to its Common Shares calls for periodic (e.g. quarterly/monthly) distributions
in an amount equal to a fixed percentage of each Fund’s average NAV over a specified period of time or market price per common
share at or about the time of distributions or pay-out of a level dollar amount.
Effective August 2017, each Fund’s
Board approved a managed dividend distribution rate of 10% of each Fund’s prior month average NAV. Subject to certain conditions,
these distribution policies remained in effect through July 2019. Effective August 2019, as approved by each Fund’s Board,
each Fund will pay monthly distributions in an amount not less than the average distribution rate of a peer group of closed-end
funds selected by the Board. Subject to certain conditions, these distribution policies will remain in effect through July 2021.
Semi-Annual Report | April 30, 2020
|
49
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
Securities
Transactions and Investment Income: Investment security transactions are accounted for on a trade date basis. Dividend income
and Dividend expense-short sales are recorded on the ex-dividend date. Certain dividend income from foreign securities will be
recorded, in the exercise of reasonable diligence, as soon as a Fund is informed of the dividend if such information is obtained
subsequent to the ex-dividend date and may be subject to withholding taxes in these jurisdictions. Withholding taxes on foreign
dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax
rules and rates and are disclosed in the Statements of Operations. Interest income, which includes amortization of premium and
accretion of discount, is recorded on the accrual basis. Realized gains and losses from securities transactions and unrealized
appreciation and depreciation of securities are determined using the identified cost basis for both financial reporting and income
tax purposes.
Foreign Taxes: The Funds
may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the
sale of securities and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable
regulations and rates that exist in the foreign jurisdictions in which the Funds invest.
Certain foreign countries
impose a capital gains tax which is accrued by the Funds based on the unrealized appreciation, if any, on affected
securities. Any accrual would reduce a Fund’s NAV. The tax is paid when the gain is realized and is included in capital
gains tax in the Statements of Operations.
Counterparty Risk: Each
of the Funds run the risk that the issuer or guarantor of a fixed income security, the counterparty to an over-the-counter derivatives
contract, a borrower of each Fund’s securities or the obligor of an obligation underlying an asset-backed security will be
unable or unwilling to make timely principal, interest, or settlement payments or otherwise honor its obligations. In addition,
to the extent that each of the Funds use over-the-counter derivatives, and/or has significant exposure to a single counterparty,
this risk will be particularly pronounced for each of the Funds.
Other Risk Factors: Investing
in the Funds may involve certain risks including, but not limited to, the following:
Unforeseen
developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the
Funds. These events may have adverse effects on the Funds such as a decline in the value and liquidity of many securities held
by the Funds, and a decrease in NAV. Such unforeseen developments may limit or preclude the Funds’ ability to achieve their
investment objective.
Investing in stocks may involve
larger price fluctuation and greater potential for loss than other types of investments. This may result in the securities held
by the Funds being subject to larger short-term declines in value compared to other types of investments.
The Funds may have elements
of risk due to their investments in foreign issuers located in various countries outside the U.S. Such investments may subject
the Funds to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions. Investments in securities of non-U.S. issuers have unique risks not present
in securities of U.S. issuers, such as greater price volatility and less liquidity.
Fixed income
securities are subject to credit risk, which is the possibility that a security could have its credit rating downgraded or that
the issuer of the security could fail to make timely payments or default on payments of interest or principal. Additionally, fixed
income securities are subject to interest rate risk, meaning the decline in the price of debt securities that accompanies a rise
in interest rates. Bonds with longer maturities are subject to greater price fluctuations than bonds with shorter maturities.
The Funds
invest in bonds which are rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds
to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also
be less liquid than the market for higher grade bonds.
A novel coronavirus
and the resulting COVID-19 respiratory infection have resulted in a global pandemic and major disruption to economies and markets
around the world. The pandemic has led to extreme short-term market volatility and may have adverse long-term effects on U.S. and
world economies. Liquidity for many instruments has been reduced, and some sectors of the economy and individual issuers have experienced
particularly large losses. The economic impacts of the global pandemic may adversely impact the Funds’ ability to reach their
investment objectives and may adversely affect the value and liquidity of the Funds’ investments. Because of uncertainties
in valuation, values reflected in these financial statements may differ from the value received upon sales of those investments.
These circumstances may continue for an extended period of time, and may adversely affect the value and liquidity of the Funds’
investments.
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
2. TAXES
Classification
of Distributions: Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes.
The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate
characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts
are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Funds.
The tax character of the distributions paid by the
Funds during the year ended October 31, 2019, were as follows:
|
Ordinary Income
|
|
Long-Term
Capital Gains
|
|
Return of Capital
|
|
Total
|
Clough Global Dividend and Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2019
|
|
$
|
1,333,885
|
|
|
$
|
2,954,297
|
|
|
$
|
4,638,158
|
|
|
$
|
8,926,340
|
|
Clough Global Equity Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2019
|
|
$
|
1,854,514
|
|
|
$
|
13,371,083
|
|
|
$
|
–
|
|
|
$
|
15,225,597
|
|
Clough Global Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2019
|
|
$
|
6,036,321
|
|
|
$
|
16,649,498
|
|
|
$
|
11,314,158
|
|
|
$
|
33,999,977
|
|
Tax Basis of Investments: Net unrealized appreciation/(depreciation)
of investments based on federal tax cost as of April 30, 2020, were as follows:
|
|
Clough Global Dividend and Income
|
|
|
Clough Global Equity
|
|
|
Clough Global Opportunities
|
|
|
|
Fund
|
|
|
Fund
|
|
|
Fund
|
|
Gross appreciation (excess of value over tax cost)(a)
|
|
$
|
12,447,829
|
|
|
$
|
26,180,096
|
|
|
$
|
50,961,850
|
|
Gross depreciation (excess of tax cost over value)(a)
|
|
|
(11,759,230
|
)
|
|
|
(23,973,883
|
)
|
|
|
(47,356,300
|
)
|
Net unrealized appreciation
|
|
$
|
688,599
|
|
|
$
|
2,206,213
|
|
|
$
|
3,605,550
|
|
Cost of investments for income tax purposes
|
|
$
|
120,525,043
|
|
|
$
|
199,337,952
|
|
|
$
|
405,112,454
|
|
(a)Includes
appreciation/(depreciation) on securities sold short.
The difference between book and tax basis
unrealized appreciation is attributable primarily to wash sales and tax treatment of certain other investments.
3. CAPITAL TRANSACTIONS
Common Shares: There are an unlimited number
of no par value common shares of beneficial interest authorized for each Fund.
The Board of each Fund
announced, on April 20, 2015, that it had approved a share repurchase program in accordance with Section 23(c) of the 1940 Act.
Under the share repurchase program, each Fund may purchase up to 5% of its outstanding common shares as of April 9, 2015, in the
open market, through the Funds’ fiscal year end of October 31, 2015. The Board of each Fund approved, in October 2015, to
extend the share repurchase program through the Funds’ fiscal year end of October 31, 2016. The Board of each Fund approved,
in December 2016, to extend the share repurchase program through the Funds’ fiscal year end of October 31, 2017. In April
2017, the Board temporarily suspended the share repurchase program in light of prevailing discount rates.
On October 13, 2017,
the Funds commenced tender offers which expired on November 10, 2017. Each Fund’s tender offer was oversubscribed, and as
a result, Clough Global Equity Fund and Clough Global Opportunities Fund purchased 37.5% of its respective outstanding common shares
of beneficial interest and Clough Global Dividend and Income Fund purchased 32.5% of its outstanding common shares of beneficial
interest. A total of 4,998,066, 10,052,547 and 31,646,419 shares, for Clough Global Dividend and Income Fund, Clough Global Equity
Fund and Clough Global Opportunities Fund, respectively, were properly tendered and not withdrawn. The Funds accepted 3,373,469,
6,615,414 and 19,334,647 shares, for Clough Global Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities
Fund, respectively, for cash payment totaling $49,421,321, $95,394,270 and $232,209,110 at a purchase price of $14.65, $14.42 and
$12.01 per common share for Clough Global Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities Fund,
respectively, which is 98.5% of the net asset value per common share determined as of the close of the regular trading session
of the NYSE on November 13, 2017. Accordingly, on a pro rata basis, Clough Global Dividend and Income Fund, Clough Global Equity
Fund and Clough Global Opportunities Fund accepted approximately 67%, 66% and 61%, respectively, of the shares properly tendered.
Semi-Annual Report | April 30, 2020
|
51
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
In a rights offering
that expired on August 23, 2019, Clough Global Dividend and Income Fund shareholders exercised rights to purchase 1,401,287 shares
at $10.42 per share for proceeds, net of expenses of $176,000, of $14,425,411. The subscription price of $10.42 per share was
established on August 23, 2019, which represented 85% of the reported net asset value on August 23, 2019.
In a rights offering that expired
on August 23, 2019, Clough Global Equity Fund shareholders exercised rights to purchase 2,205,138 shares at $11.24 per share for
proceeds, net of expenses of $203,000, of $24,582,751. The subscription price of $11.24 per share was established on August 23,
2019, which represented 95% of the reported market price per share, based on the average of the last reported sales price of a
common share on the Exchange for the five trading days preceding August 23, 2019.
Transactions in common shares were as follows:
|
|
Clough Global Dividend and Income
|
|
|
|
Fund
|
|
|
|
For the Six Months
|
|
|
For the
|
|
|
|
Ended April 30,
|
|
|
Year Ended
|
|
|
|
2020
|
|
|
October 31, 2019
|
|
Common Shares Outstanding - beginning of period
|
|
|
8,407,724
|
|
|
|
7,006,437
|
|
Sale of Shares
|
|
|
–
|
|
|
|
1,401,287
|
|
Common Shares Outstanding - end of period
|
|
|
8,407,724
|
|
|
|
8,407,724
|
|
Transactions in common shares were as follows:
|
|
Clough Global Equity Fund
|
|
|
|
For the Six Months
|
|
|
For the
|
|
|
|
Ended April 30,
|
|
|
Year Ended
|
|
|
|
2020
|
|
|
October 31, 2019
|
|
Common Shares Outstanding - beginning of period
|
|
|
13,230,829
|
|
|
|
11,025,691
|
|
Sale of Shares
|
|
|
–
|
|
|
|
2,205,138
|
|
Common Shares Outstanding - end of period
|
|
|
13,230,829
|
|
|
|
13,230,829
|
|
Transactions in common shares were as follows:
|
|
Clough Global Opportunities Fund
|
|
|
|
For the Six Months
|
|
|
For the
|
|
|
|
Ended April 30,
|
|
|
Year Ended
|
|
|
|
2020
|
|
|
October 31, 2019
|
|
Common Shares Outstanding - beginning of period
|
|
|
32,224,412
|
|
|
|
32,224,412
|
|
Common Shares Outstanding - end of period
|
|
|
32,224,412
|
|
|
|
32,224,412
|
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
|
|
4. PORTFOLIO SECURITIES
Purchases and sales of investment securities, excluding securities
sold short intended to be held for less than one year and short-term securities, for the six months ended April 30, 2020, are listed
in the table below.
Fund
|
|
Cost of
Investments
Purchased
|
|
|
Proceeds
From
Investments
Sold
|
|
|
Purchases of Long-Term
U.S.
Government
Obligations
|
|
|
Proceeds from
Sales of
Long-Term
U.S. Government
Obligations
|
|
Clough Global Dividend and Income Fund
|
|
$
|
118,459,925
|
|
|
$
|
137,840,057
|
|
|
$
|
60,862,967
|
|
|
$
|
37,969,590
|
|
Clough Global Equity Fund
|
|
|
249,786,035
|
|
|
|
250,573,272
|
|
|
|
72,453,157
|
|
|
|
57,092,522
|
|
Clough Global Opportunities Fund
|
|
|
544,837,743
|
|
|
|
569,358,976
|
|
|
|
132,310,179
|
|
|
|
107,082,972
|
|
5. INVESTMENT ADVISORY
AND ADMINISTRATION AGREEMENTS
Clough serves as each Fund’s
investment adviser pursuant to an Investment Advisory Agreement (each an “Advisory Agreement” and collectively, the
“Advisory Agreements”) with each Fund. As compensation for its services to the Fund, Clough receives an annual investment
advisory fee of 0.70%, 0.90% and 1.00% based on Clough Global Dividend and Income Fund’s, Clough Global Equity Fund’s
and Clough Global Opportunities Fund’s, respectively, average daily total assets, computed daily and payable monthly. ALPS
Fund Services, Inc. (“ALPS”) serves as each Fund’s administrator pursuant to an Administration, Bookkeeping and
Pricing Services Agreement with each Fund. As compensation for its services to each Fund, ALPS receives an annual administration
fee based on each Fund’s average daily total assets, computed daily and payable monthly. ALPS will pay all expenses incurred
by each Fund, with the exception of advisory fees, interest, dividend expenses tied to short sales, trustees’ fees, portfolio
transaction expenses, litigation expenses, taxes, expenses of conducting repurchase offers for the purpose of repurchasing fund
shares, costs of preferred shares, certain expenses related to regulatory filings and extraordinary expenses.
Both Clough and ALPS are considered to be “affiliates”
of the Funds as defined in the 1940 Act.
6. COMMITTED FACILITY
AGREEMENT AND LENDING AGREEMENT
Each Fund entered
into a financing package that includes a Committed Facility Agreement (the “Agreement”) dated January 16, 2009, as
amended, between each Fund and BNP Paribas Prime Brokerage, Inc. (“BNP”) that allows each Fund to borrow funds from
BNP. Each Fund entered a Special Custody and Pledge Agreement (the “Pledge Agreement”) dated December 9, 2013, as amended,
between each Fund, the Funds’ custodian, and BNP. As of October 31, 2016, the Pledge Agreement was assigned from BNP to BNP
Paribas Prime Brokerage International, Ltd. Per the Pledge Agreement, borrowings under the Agreement are secured by assets of each
Fund that are held by the Fund’s custodian in a separate account (the “pledged collateral”). On April 30, 2020,
the pledged collateral was valued at $77,889,395, $155,265,732 and $312,815,615 for the Clough Global Dividend and Income Fund,
Clough Global Equity Fund and Clough Global Opportunities Fund, respectively. Each Fund may, with 30 days notice, reduce the Maximum
Commitment Financing (Initial Limit amount plus the increased borrowing amount in excess of the Initial Limit) to a lesser amount
if drawing on the full amount would result in a violation of the applicable asset coverage requirement of Section 18 of the 1940
Act. Interest is charged at the three month LIBOR (London Inter-bank Offered Rate) plus 0.70% on the amount borrowed and 0.65%
on the undrawn balance. Each Fund also pays a one-time arrangement fee of 0.25% on (i) the Initial Limit and (ii) any increased
borrowing amount in the excess of the Initial Limit, paid in monthly installments for the six months immediately following the
date on which borrowings were drawn by the Fund.
The Maximum Commitment
Financing allowed under the Agreement is $50,500,000, $87,500,000 and $178,000,000 for the Clough Global Dividend and Income Fund,
Clough Global Equity Fund and the Clough Global Opportunities Fund, respectively. For the six months ended April 30, 2020, the
average borrowings outstanding for Clough Global Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities
Fund under the agreement were $50,123,896, $86,367,788 and $178,000,000, respectively, and the average interest rate for the borrowings
was 2.29%. As of April 30, 2020, the outstanding borrowings for Clough Global Dividend and Income Fund, Clough Global Equity Fund
and Clough Global Opportunities Fund were $50,500,000, $87,500,000 and $178,000,000, respectively. The interest rate applicable
to the borrowings of Clough Global Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities Fund on
April 30, 2020, was 1.26%.
The Lending Agreement
is a separate side-agreement between each Fund and BNP pursuant to which BNP may borrow a portion of the pledged collateral (the
“Lent Securities”) in an amount not to exceed the outstanding borrowings owed by a Fund to BNP under the Agreement.
The Lending Agreement is intended to permit each Fund to significantly reduce the cost of its borrowings under the Agreement. BNP
has the ability to re-register the Lent Securities in its own name or in another name other than the Fund to pledge, re-pledge,
sell, lend or otherwise transfer or use the collateral with all attendant rights of ownership. (It is each Fund’s understanding
that BNP will perform due diligence to determine the creditworthiness of any party that borrows Lent Securities from BNP.) Each
Fund may designate any security within the pledged collateral as ineligible to be a Lent Security, provided there are eligible
securities within the pledged collateral in an amount equal to the outstanding borrowing owed by a Fund. During the year in which
the Lent Securities are outstanding, BNP must remit payment to each Fund equal to the amount of all dividends, interest or other
distributions earned or made by the Lent Securities.
Semi-Annual Report | April 30, 2020
|
53
|
Clough Global Funds
|
Notes to Financial Statements
|
|
April 30, 2020 (Unaudited)
|
|
|
Under the terms of
the Lending Agreement, the Lent Securities are marked to market daily, and if the value of the Lent Securities exceeds the value
of the then-outstanding borrowings owed by a Fund to BNP under the Agreement (the “Current Borrowings”), BNP must,
on that day, either (1) return Lent Securities to each Fund’s custodian in an amount sufficient to cause the value of the
outstanding Lent Securities to equal the Current Borrowings; or (2) post cash collateral with each Fund’s custodian equal
to the difference between the value of the Lent Securities and the value of the Current Borrowings. If BNP fails to perform either
of these actions as required, each Fund will recall securities, as discussed below, in an amount sufficient to cause the value
of the outstanding Lent Securities to equal the Current Borrowings. Each Fund can recall any of the Lent Securities and BNP shall,
to the extent commercially possible, return such security or equivalent security to each Fund’s custodian no later than three
business days after such request. If a Fund recalls a Lent Security pursuant to the Lending Agreement, and BNP fails to return
the Lent Securities or equivalent securities in a timely fashion, BNP shall remain liable for the ultimate delivery to each Fund’s
custodian of such Lent Securities, or equivalent securities, and for any buy-in costs that the executing broker for the sales transaction
may impose with respect to the failure to deliver. Should the borrower of the securities fail financially, the Funds have the right
to reduce the outstanding amount of the Current Borrowings against which the pledged collateral has been secured. Although risk
is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or
value if the borrower fails to return the borrowed securities. Under the terms of the Lending Agreement, each Fund shall have the
right to apply and set-off an amount equal to one hundred percent (100%) of the then current fair value of such Lent Securities
against the Current Borrowings. As of April 30, 2020, the value of the Lent Securities for Clough Global Dividend and Income Fund,
Clough Global Equity Fund and Clough Global Opportunities Fund were $23,297,017, $63,482,052 and $133,777,296, respectively.
The Board has approved each Agreement
and the Lending Agreement. No violations of the Agreement or the Lending Agreement have occurred during the six months ended April
30, 2020.
Each Fund receives income from BNP based
on the value of the Lent Securities. This income is recorded as Hypothecated securities income on the Statements of Operations.
The interest incurred on borrowed amounts is recorded as Interest on loan in the Statements of Operations, a part of Total Expenses.
Clough Global Funds
|
Dividend Reinvestment Plan
|
|
April 30, 2020 (Unaudited)
|
Unless the
registered owner of Common Shares elects to receive cash by contacting DST Systems, Inc. (the “Plan Administrator”),
all dividends declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in each Fund’s
Dividend Reinvestment Plan (the “Plan”), in additional Common Shares. Shareholders who elect not to participate in
the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record
(or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend
disbursing agent. You may elect not to participate in the Plan and to receive all dividends in cash by contacting the Plan Administrator,
as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated
or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record
date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.
Some brokers may automatically elect to receive cash on your behalf and may re–invest that cash in additional Common Shares
for you. If you wish for all dividends declared on your Common Shares to be automatically reinvested pursuant to the Plan, please
contact your broker.
The Plan
Administrator will open an account for each Common Shareholder under the Plan in the same name in which such Common
Shareholder’s Common Shares are registered. Whenever a Fund declares a dividend or other distribution (together, a
“Dividend”) payable in cash, non–participants in the Plan will receive cash and participants in the Plan
will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Administrator for the
participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional
unissued but authorized Common Shares from a Fund (“Newly Issued Common Shares”) or (ii) by purchase of
outstanding Common Shares on the open market (“Open–Market Purchases”) on the American Stock Exchange or
elsewhere. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share
is equal to or greater than the net asset value per Common Share, the Plan Administrator will invest the Dividend amount in
Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each
participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per
Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market
value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common
Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the
closing market value plus estimated brokerage commissions, the Plan Administrator will invest the Dividend amount in Common
Shares acquired on behalf of the participants in Open–Market Purchases. In the event of a market discount on the
payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the
Common Shares trade on an “ex–dividend” basis or 30 days after the payment date for such Dividend,
whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in
Open–Market Purchases. If, before the Plan Administrator has completed its Open–Market Purchases, the market
price per Common Share exceeds the net asset value per Common Share, the average per Common Share purchase price paid by the
Plan Administrator may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares
than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing
difficulty with respect to Open–Market Purchases, the Plan provides that if the Plan Administrator is unable to invest
the full Dividend amount in Open–Market Purchases during the purchase period or if the market discount shifts to a
market premium during the purchase period, the Plan Administrator may cease making Open–Market Purchases and may invest
the uninvested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per Common Share at the
close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then
current market price per Common Share; the dollar amount of the Dividend will be divided by 95% of the market price on the
payment date.
The Plan
Administrator maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in
the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant
will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares
purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants
and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of Common Shareholders
such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Administrator will administer
the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held
for the account of beneficial owners who participate in the Plan.
There will
be no brokerage charges with respect to Common Shares issued directly by a Fund. However, each participant will pay a pro rata
share of brokerage commissions incurred in connection with Open–Market Purchases. The automatic reinvestment of Dividends
will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such
Dividends. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage commissions.
Each Fund reserves the right
to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however,
each Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All correspondence or questions concerning the Plan
should be directed to the Plan Administrator, DST Systems, Inc., 333 West 11th Street, 5th Floor, Kansas
City, Missouri 64105.
Semi-Annual Report | April 30, 2020
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55
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Clough Global Funds
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Additional Information
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|
April 30, 2020 (Unaudited)
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FUND PROXY VOTING POLICIES
& PROCEDURES
Each Fund’s policies and
procedures used in determining how to vote proxies relating to portfolio securities are available on the Funds’ website at
http://www.cloughglobal.com. Information regarding how each Fund voted proxies relating to portfolio securities held by each Fund
for the period ended June 30, are available without charge, upon request, by contacting the Funds at 1-877-256-8445 and on the
Commission’s website at http://www.sec.gov.
PORTFOLIO HOLDINGS
The Funds file their
complete schedule of portfolio holdings with the Commission for each fiscal quarter on Form N-PORT within 60 days after the end
of the period. Copies of the Funds’ Form N-PORT are available without a charge, upon request, by contacting the Funds at
1–877–256–8445 and on the Commission’s website at http://www.sec.gov.
NOTICE
Notice is hereby given in accordance with Section
23(c) of the Investment Company Act of 1940 that each Fund may purchase at market prices from time to time shares of its common
stock in the open market.
SECTION 19(A) NOTICES
The following table sets forth
the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended,
and the related rules adopted there under. Each Fund estimates the following percentages, of the total distribution amount per
share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii)
net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution
amount. These percentages are disclosed for the fiscal year-to-date cumulative distribution amount per share for each Fund.
The amounts and sources of distributions reported in these 19(a)
notices are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting
purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to
changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report
these distributions for federal income tax purposes.
|
Total Cumulative Distributions for the period ended April 30, 2020
|
% Breakdown of the Total Cumulative Distributions for the period ended April 30, 2020
|
|
Net
Investment
Income
|
Net
Realized Capital Gains
|
Return
of Capital
|
Total
Per Common Share
|
Net Investment
Income
|
Net
Realized Capital Gains
|
Return
of Capital
|
Total
Per Common
Share
|
|
|
|
|
|
|
|
|
|
Clough Global Dividend and Income
Fund
|
$ 0.0875
|
$ 0.0993
|
$ 0.4172
|
$ 0.6040
|
14.49%
|
16.43%
|
69.08%
|
100.00%
|
Clough Global Equity Fund
|
$ 0.0106
|
$ 0.6032
|
$ 0.0417
|
$ 0.6555
|
1.62%
|
92.01%
|
6.37%
|
100.00%
|
Clough Global Opportunities Fund
|
$ 0.0061
|
$ 0.2291
|
$ 0.2977
|
$ 0.5329
|
1.14%
|
42.99%
|
55.86%
|
100.00%
|
Each Fund’s dividend
policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide
shareholders with a more stable level of dividend distributions, each Fund may at times pay out less than the entire amount of
net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed
income in addition to net investment income earned in that month. As a result, the dividends paid by each Fund for any particular
month may be more or less than the amount of net investment income earned by the Fund during such month. Each Fund’s current
accumulated but undistributed net investment income, if any, is disclosed in the Statements of Assets and Liabilities, which comprises
part of the financial information included in this report.
Clough Global Funds
|
Investment Advisory Agreement Approval
|
|
April 30, 2020 (Unaudited)
|
On April
29, 2020, the Board of Trustees (the “Board” or the “Trustees”) of each of Clough Global Dividend and Income
Fund (“GLV”), Clough Global Equity Fund (“GLQ”) and Clough Global Opportunities Fund (“GLO”
and together with GLV and GLQ, each, a “Fund” and collectively, the “Funds”) met in person to, among other
things, review and consider the renewal of the Investment Advisory Agreement with each Fund (each, an “Advisory Agreement”
and collectively, the “Advisory Agreements”). During their review of each Advisory Agreement, the Trustees, including
the Trustees who are not “interested persons” of the Fund (the “Independent Trustees”), as that term is
defined in the Investment Company Act of 1940, as amended (the “1940 Act”), considered all factors that it believed
to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member
may have attributed different weights to the factors considered.
Prior to the beginning of their
review of the Advisory Agreements, counsel to the Funds, who also serves as independent counsel to the Independent Trustees, discussed
with the Trustees their role and fiduciary responsibilities in general and also specifically under the 1940 Act with respect to
the renewal of each Advisory Agreement.
Representatives
from Clough discussed Clough’s materials relating to the Trustees’ consideration of renewal of the Advisory
Agreements. It was noted that included in the Board materials were responses by Clough to a request letter prepared by legal
counsel on behalf of the Independent Trustees to the Funds to assist the Board in evaluating whether to renew the Advisory
Agreements (the “15(c) Materials”). It was also noted that the 15(c) Materials were extensive, and included
information relating to: each Fund’s investment results, portfolio composition, advisory fee and expense comparisons
and profitability to Clough; financial information regarding Clough; descriptions of policies, including compliance
monitoring and portfolio trading practices; information about the personnel providing investment management services to the
Funds; and the nature of services provided under each Advisory Agreement. In addition, the Independent Trustees considered
information provided to them at prior Board meetings in presentations from Clough Capital representatives.
The Board considered the organizational
structure and business operations of Clough. The Board also considered the qualifications of Clough and its principals to act as
each Fund’s investment adviser. The Board considered the professional experience of the portfolio managers, Charles I. Clough,
Jr. and Robert Zdunczyk, (collectively, the “Portfolio Managers”), emphasizing that each of the Portfolio Managers
had substantial experience as an investment professional. The Trustees acknowledged their familiarity with the expertise and standing
in the investment community of the Portfolio Managers, and their satisfaction with the expertise of Clough and the services provided
by Clough to the Funds. The Trustees concluded that the portfolio management team was well qualified to serve the Funds in those
functions.
The Board considered various
investment products managed by Clough other than the Funds. The Board also considered the adequacy of Clough’s facilities.
The Trustees concluded that Clough appeared to have adequate procedures and personnel in place to ensure compliance by Clough with
applicable law and with each Fund’s investment objectives and restrictions.
The Board
considered the terms of the Advisory Agreements, pursuant to which Clough receives a fee of 0.70%, 0.90% and 1.00% based on the
average daily total assets of Clough Global Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities
Fund, respectively. The Trustees considered the fees charged by Clough to other clients for which it provides comparable service,
Clough’s balance sheet for the year ended December 31, 2018, and a profit and loss analysis as it relates to Clough’s
advisory business.
The Board considered
Clough’s procedures relating to compliance and oversight, a copy of which was included in the Board materials. The Board
further considered information provided by Clough on whether Clough has experienced or anticipates it may experience conflicts
of interest in managing the Funds. The Board considered that the materials contained information regarding Clough’s business
continuity and disaster recovery plans as well as steps Clough has undertaken to reasonably detect and prevent cybersecurity crimes.
The Board also considered information related to Clough’s trading activities and how Clough monitors best execution. The
Board considered the possible benefits Clough may accrue because of its relationship with the Funds as well as potential benefits
that accrue to the Funds because of their relationship with Clough. The Board considered that, other than soft dollar arrangements,
Clough does not realize any direct benefits due to the allocation of brokerage and related transactions on behalf of the Funds.
The Board considered materials
regarding the comparability of the investment advisory fees of the Funds with the investment advisory fees of other investment
companies (each, an “Expense Group”), which had been prepared by Strategic Insight, an Asset International Company
(“Strategic Insight”). The Board also considered information in the Strategic Insight report regarding each Fund’s
investment performance as well as comparisons of each Fund’s performance with the performance during similar periods of other
funds in its Expense Group and comparisons of cost and expense structures of each Fund with the cost and expense structures of
other funds in the relevant Expense Group, and related matters.
The Board
took into consideration that the Funds may be unique in the registered fund marketplace and that Strategic Insight had a difficult
time presenting a large peer group for comparison. For each Fund, the Board considered fees from other leveraged closed-end investment
companies that Strategic Insight classified as “global funds” versus Clough Global Dividend and Income Fund’s,
Clough Global Equity Fund’s and Clough Global Opportunities Fund’s fees as part of the expense group (the “Expense
Group”). The Board considered the extent to which each Fund utilizes leverage and short sales, thereby increasing its investment-related
expenses and concluded that the use of leverage and short sales is an important part of each Fund’s investment strategy to
attempt to meet each Fund’s investment objective. The Board also considered that investment related expenses should be viewed
as operational in nature and should not be considered a management expense. The Board further considered that Strategic Insight
defined investment related expenses to include, but not be limited to, dividends on securities sold short, interest expense, reverse
repurchase agreements, swaps, tender costs, and auction fees.
Semi-Annual Report | April 30, 2020
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57
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Clough Global Funds
|
Investment Advisory Agreement Approval
|
|
April 30, 2020 (Unaudited)
|
For GLV, the Board
considered that the investment advisory fee for managed assets in the Expense Group ranged from GLV’s low of 0.70% to 1.105%.
For GLV, the Board also considered that as reported by Strategic Insight, the net total expense ratio for the Expense Group on
managed assets, excluding investment related expenses, ranged from the low of 0.972% to 1.429%, with a median of 1.107% and GLV
at 1.091%.
For GLQ, the Board considered
that the investment advisory fee for managed assets in the Expense Group ranged from 0.850% to 1.000%, with GLQ at 0.900%. For
GLQ, the Board also considered that as reported by Strategic Insight, the net total expense ratio for the Expense Group on managed
assets, excluding investment related expenses, ranged from 0.972% to 1.518%, with a median of 1.107% and GLQ at 1.288%.
For GLO,
the Board considered that the investment advisory fee for managed assets in the Expense Group ranged from 0.850% to 1.105%, with
GLO at the median of 1.000%. For GLO, the Board also considered that as reported by Strategic Insight, the net total expense ratio
for the Expense Group on managed assets, excluding investment related expenses, ranged from 0.972% to 1.429%, with a median of
1.160% and GLO at 1.356%.
The Trustees took into consideration each Fund’s
performance as compared to the performance of each Fund’s Expense Group for the one year ended February 20, 2020.
|
·
|
For GLV, the one year net total return performance data for GLV’s
Expense Group ranged from a high of 7.04% to a low of 0.61% with a median of 4.20%. GLV’s performance was 4.00%.
|
|
·
|
For GLQ, the one year net total return performance data for GLQ’s
Expense Group ranged from a high of 5.19% to a low of -2.64% with a median of 2.01%. GLQ’s performance was 3.42%.
|
|
·
|
For GLO, the one year total return performance data for GLO’s
Expense Group ranged from a high of 8.16% to a low of 0.61% with a median of 5.19%. GLO’s performance was 8.16%.
|
The Trustees also considered each Fund’s performance as
compared to the performance of each Fund’s Expense Group for the one year ended December 31, 2019.
|
·
|
For GLV, the 2019 annual net total return performance data for GLV’s
Expense Group ranged from a high of 30.14% to a low of 13.22% with a median of 25.55% and GLV at 13.22%.
|
|
·
|
For GLQ, the 2019 annual net total return performance data for GLQ’s
Expense Group ranged from a high of 33.59% to a low of 20.70% with a median of 26.33% and GLQ at 20.70%.
|
|
·
|
For GLO, the 2019 annual net total return performance data for GLO’s
Expense Group ranged from a high of 30.14% to a low of 22.21% with a median of 26.53% and GLO at 22.81%.
|
The Trustees also considered the profit and loss
information on each Fund provided by Clough.
The Independent Trustees met in executive
session and with the assistance of legal counsel reviewed and discussed in more detail the information that had been presented
relating to Clough, the Advisory Agreements and Clough’s profitability.
After executive session,
the Board of Trustees of the Fund, present in person, with the Independent Trustees present in person voting separately, unanimously
concluded that the investment advisory fee of 0.70% of Clough Global Dividend and Income Fund’s total assets, 0.90% of Clough
Global Equity Fund’s total assets and 1.00% of Clough Global Opportunities Fund’s total assets are fair and reasonable
for each respective Fund and that the renewal of each Advisory Agreement is in the best interests of each respective Fund and its
shareholders.
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