CLOUGH
GLOBAL DIVIDEND AND INCOME FUND
CLOUGH
GLOBAL EQUITY FUND
CLOUGH
GLOBAL OPPORTUNITIES FUND
(each a “Fund,” and collectively,
the “Funds”)
1700
Broadway, Suite 1850
Denver, CO 80290
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
May 22, 2023
To the Shareholders of the Funds:
Notice is hereby given that the Joint Annual
Meeting of Shareholders (the “Meeting”) of the Funds will be held virtually as a telephone conference call meeting
on July 7, 2023 at 10:00 a.m. (Mountain time). The purpose of the Meeting is to consider and vote upon the following:
| 1. | Shareholders of Clough Global Dividend and Income Fund are being asked to elect two (2) Trustees
of such Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified; |
| 2. | Shareholders of Clough Global Equity Fund are being asked to elect three (3) Trustees of such Fund,
each to hold office for the term indicated and until his successor shall have been elected and qualified; |
| 3. | Shareholders of Clough Global Opportunities Fund are being asked to elect three (3) Trustees of
such Fund, each to hold office for the term indicated and until his successor shall have been elected and qualified; and |
| 4. | The transaction of such other business as may properly come before the Meeting or any adjournments
thereof. |
These items are discussed
in greater detail in the enclosed Proxy Statement.
The close of business on May 9, 2023 has
been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and any adjournments
thereof. To participate in the Meeting, you must email shareholdermeetings@computershare.com no later than 5:00 p.m. Eastern Time
on July 3, 2023 and provide your full name and address. You will then receive an email from Computershare Fund Services containing
the conference call dial-in information and instructions for participating in the Meeting.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE
SIZE OF YOUR HOLDINGS IN A FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIRTUALLY, WE ASK THAT YOU PLEASE EITHER VOTE VIA
THE INTERNET, TELEPHONE OR COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS
NO POSTAGE IF MAILED IN THE UNITED STATES.
|
By Order of
the Board of Trustees of: |
|
Clough Global
Dividend and Income Fund |
|
Clough Global
Equity Fund |
|
Clough Global
Opportunities Fund |
|
|
|
Christopher
Moore |
|
Secretary |
CLOUGH
GLOBAL DIVIDEND AND INCOME FUND (“GLV”)
CLOUGH
GLOBAL EQUITY FUND (“GLQ”)
CLOUGH
GLOBAL OPPORTUNITIES FUND (“GLO”)
(Each a “Fund” and collectively,
the “Funds”)
JOINT
ANNUAL MEETING OF SHAREHOLDERS
July 7, 2023
PROXY STATEMENT
This Proxy Statement
is furnished in connection with the solicitation of proxies by the Board of Trustees (“Board” or “Trustees”)
of the Funds for use at the Joint Annual Meeting of Shareholders of the Funds (the “Meeting”) to be held on Thursday,
July 7, 2023, at 10:00 a.m. Mountain Time, virtually, as a telephone conference call meeting, and at any adjournments thereof.
This Proxy Statement is first being sent to shareholders on or around May 22, 2023.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JULY 7, 2023
Each
Fund’s Proxy Statement, notice and form of proxy card are available at https://www.proxy-direct.com/clo-33382. The
Funds’ most recent annual report, including audited financial statements for the fiscal year ended October 31, 2022, is
available upon request, without charge, by writing to the Funds at c/o Paralel Technologies LLC, 1700 Broadway, Suite 1850, Denver,
CO 80290, by calling the Funds at 1.855.425.6844, or via the internet at www.cloughglobal.com.
To participate in the
Meeting, you must email shareholdermeetings@computershare.com no later than 5:00 p.m. Eastern Time on July 3, 2023 and provide
your full name and address. You will then receive an email from Computershare Fund Services containing the conference call dial-in
information and instructions for participating in the Meeting. If you hold your shares through an intermediary, such as a bank
or broker, you must register in advance to attend the Meeting. To register, you must submit proof of your proxy power (legal proxy)
reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Fund’s tabulator.
You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com.
Requests for registration must be received no later than 5:00 p.m. Eastern Time on July 3, 2023. You will then receive an email
from Computershare Fund Services containing the conference call dial-in information and instructions for participating in the Meeting.
If the enclosed proxy
card is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted “FOR”
the proposal listed in the Notice, unless instructions to the contrary are marked thereon, and in the discretion of the proxy holders
as to the transaction of any other business that may properly come before the Meeting. Any shareholder who has given a proxy has
the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her shares or by submitting
a letter of revocation or a later-dated proxy to a Fund at the above address prior to the date of the Meeting.
The close of business
on May 9, 2023, has been fixed as the “Record Date” for the determination of shareholders entitled to notice of and
to vote at each Fund’s Meeting and all adjournments thereof.
Each Fund has one class
of capital stock: common shares of beneficial interest, par value $0.001 (the “GLV Common Shares,” the “GLQ
Common Shares” and the “GLO Common Shares,” respectively, and together the “Shares”).
The holders of Shares are each entitled to one vote for each full Share and an appropriate fraction of a vote for each fractional
Share held on such matters where such respective Shares are entitled to be cast. As of the Record Date, there were 12,709,582.8250
GLV Common Shares, 19,124,620.8920 GLQ Common Shares and 43,545,722.3190 GLO Common Shares outstanding.
The holders of a majority
of the Shares entitled to vote on any matter at the Meeting present or by proxy shall constitute a quorum at the Meeting for purposes
of conducting business. If a quorum is not present at the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment for a Meeting will require the affirmative vote
of a majority of those Shares present at the Meeting or by proxy. If a quorum is present, the persons named as proxies will vote
those proxies that they are entitled to vote “FOR” any proposal in favor of such adjournment and will vote those proxies
required to be voted “AGAINST” any proposal against such adjournment.
In order that your
Shares may be represented at the Meeting, you are requested to vote on the following matters:
PROPOSALS
1, 2 AND 3:
ELECTION
OF NOMINEES
TO EACH FUND’S BOARD OF TRUSTEES
Each Fund’s Board
is divided into three classes, each class having a term of three years. Each year the term of office for one class will expire.
Nominees for GLV’s Board of Trustees
Listed below are the
nominees for the Fund. Each nominee is currently a Trustee of the Fund. Messrs. Crescenzi and Rutledge have each been nominated
by the Board for election to a three-year term to expire at the Fund’s 2026 Annual Meeting of Shareholders, or if later,
until such Trustee’s successor is duly elected and qualified.
Proposal
1
Election
of Trustee/Nominee |
Class |
Expiration of Term if Elected |
Adam D. Crescenzi* |
Class I |
2026 Annual Meeting |
Jerry G. Rutledge * |
Class I |
2026 Annual Meeting |
* | Independent Trustee Nominee |
Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each nominee
named above. Each nominee has indicated that he/she has consented to serve as a Trustee if elected at the Meeting. If a designated
nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.
Nominees for GLQ’s Board of Trustees
Listed below are the
nominees for the Fund. Each nominee is currently a Trustee of the Fund. Messrs. Burke, Weber and Versaci have each been nominated
by the Board for election to a three-year term to expire at the Fund’s 2026 Annual Meeting of Shareholders, or if later,
until such Trustee’s successor is duly elected and qualified.
Proposal
2
Election
of Trustee/Nominee |
Class |
Expiration of Term if Elected |
Edmund J. Burke* |
Class III |
2026 Annual Meeting |
Clifford J. Weber* |
Class III |
2026 Annual Meeting |
Vincent W. Versaci* |
Class III |
2026 Annual Meeting |
* | Independent Trustee Nominee |
Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each nominee
named above. Each nominee has indicated that he has consented to serve as a Trustee if elected at the Meeting. If a designated
nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.
Nominees for GLO’s Board of Trustees
Listed below are the
nominees for the Fund. Each nominee is currently a Trustee of the Fund. Mr. Butler, Ms. DiGravio and Mr. McNally have each been
nominated by the Board for election to a three-year term to expire at the Fund’s 2026 Annual Meeting of Shareholders, or
if later, until such Trustee’s successor is duly elected and qualified.
Proposal
3
Election
of Trustee/Nominee |
Class |
Expiration of Term if Elected |
Robert J. Butler* |
Class II |
2026 Annual Meeting |
Karen DiGravio* |
Class II |
2026 Annual Meeting |
Kevin J. McNally+ |
Class II |
2026 Annual Meeting |
+ | Interested Trustee Nominee |
* | Independent Trustee Nominee |
Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each nominee
named above. Each nominee has indicated that he has consented to serve as a Trustee if elected at the Meeting. If a designated
nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.
Information about each Trustee’s
Professional Experience and Qualifications
Provided below is a
brief summary of the specific experience, qualifications, attributes or skills for each Trustee that warranted his/her consideration
as a Trustee/Nominee to the Board of each Fund, which are registered as individual investment companies under the Investment Company
Act of 1940, as amended (“1940 Act”). In addition, since being appointed to the Board, each Trustee has further enhanced
his or her experience and skills, in conjunction with the other Trustees, through the Board’s oversight of the Funds’
officers in dealing with a diverse range of topics, to include but not limited to, portfolio management, legal and regulatory matters,
compliance oversight, preparation of financial statements and oversight of the Funds’ multiple service providers.
Robert L. Butler
– Mr. Butler is currently an independent consultant for businesses. Mr. Butler was President of Pioneer Funds Distributor,
Inc. from 1989 to 1998. He was Senior Vice-President from 1985 to 1988 and Executive Vice-President and Director from 1988 to 1999
of the Pioneer Group, Inc. While at the Pioneer Group, Inc. until his retirement in 1999, Mr. Butler was a Director or Supervisory
Board member of a number of subsidiary and affiliated companies, including: Pioneer First Polish Investment Fund, JSC, Pioneer
Czech Investment Company and Pioneer Global Equity Fund PLC. From 1975 to 1984, Mr. Butler was a Vice-President of the National
Association of Securities Dealers (currently Financial Industry Regulatory Authority). Mr. Butler has served as Trustee since each
Fund’s inception and as Chairman of the Board for each Fund since 2006. Mr. Butler has also served as a member of the Audit
Committee and Governance and Nominating Committee during his tenure as a Trustee for each Fund. The Board of Trustees, in its judgment
of Mr. Butler’s professional experience in the financial services industry, including extensive involvement with international
investing and as a trustee of closed-end investment companies, believes Mr. Butler contributes a diverse perspective to the Board.
Adam D. Crescenzi
– Mr. Crescenzi is currently founding partner of Simply Tuscan Imports LLC and he advises businesses and non-profit organizations
on issues of strategy, marketing, and governance. He serves as Chairman of the Board of Governors for The Founders Fund Inc. and
is a Trustee and Governor of the Naples Botanical Garden Mr. Crescenzi graduated from the Greater Naples Leadership program in
2014. He previously served as a Trustee of Dean College from 2003 to 2015. He has been a founding partner and investor of several
start-up technology and service firms, such as Telos Partners, a strategic business advisory firm, Creative Realties, Inc. a creative
arts technology firm, and ICEX, Inc., whose principal business is web-based corporate exchange forums. Prior to being involved
in multiple corporate start-ups, Mr. Crescenzi retired from CSC Index as Executive Vice-President of Management Consulting Services.
During his career, Mr. Crescenzi has also served with various philanthropic organizations such as the Boston College McMullen Museum
of Arts. Mr. Crescenzi has served as Trustee since each Fund’s inception. Mr. Crescenzi has also served as a member of the
Audit Committee and Governance and Nominating Committee during his tenure as a Trustee for each Fund. Mr. Crescenzi has served
as Chairman of the Governance and Nominating Committee for each Fund since 2006. The Board of Trustees, in its judgement of Mr.
Crescenzi’s professional business and consulting experience, including his experience serving as a trustee of closed-end
investment companies, believes Mr. Crescenzi contributes a diverse perspective to the Board.
Jerry G. Rutledge
– Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business that has operated for over
55 years. As a recognized community leader in the state of Colorado, Mr. Rutledge was elected as a Regent at the University of
Colorado in 1994 and retired in 2007. In addition, Mr. Rutledge is currently serving as a Trustee of Financial Investors Trust,
an open-end investment company, and the Principal Real Estate Income Fund, a closed-end investment company. Mr. Rutledge also served
as a Director of the University of Colorado Hospital until 2016 and a Director of the American National Bank until 2009. Mr. Rutledge
has served as Trustee since each Fund’s inception. Mr. Rutledge has also served as a member of the Audit Committee and Governance
and Nominating Committee during his tenure as a Trustee for each Fund. The Board of Trustees, in its judgment of Mr. Rutledge’s
leadership, long-term professional success in operating a business in a competitive industry and as a trustee of closed-end investment
companies, believes Mr. Rutledge contributes a diverse perspective to the Board.
Hon. Vincent W.
Versaci – Judge Versaci has served as a Judge for the State of New York since January 2003. Currently, Judge Versaci
serves as Acting Supreme Court Justice and Surrogate Court Judge for Schenectady County, New York. In his capacity as Schenectady
County’s Surrogate Court Judge since May of 2010, Judge Versaci has presided over thousands of matters and supervised the
activities of tens of thousands of fiduciaries in estates, guardianships and all types of trust proceedings including testamentary,
inter vivos and multi-generational irrevocable trusts. Judge Versaci oversees the distribution of millions of dollars of assets
annually and is charged with monitoring the activities of thousands of corporate and individual fiduciaries to ensure that they
are prudently investing and preserving assets for designated beneficiaries.
In recognition of Judge
Versaci’s experience and expertise in New York Trusts and Estates Law, particularly in the area of fiduciary matters, he
has received several accolades and notable appointments. In 2019, the Presiding Judge of New York’s Appellate Division, Third
Department, appointed Judge Versaci to the Administrative Board for the Offices of Public Administrators (“The Administrative
Board”). Public Administrators are appointed by statute to administer estates of decedents where there is no other person
or entity to perform these fiduciary functions. The Administrative Board oversees their activities and promulgates rules with respect
to the oversight of Public Administrators across New York State, including New York City. Additionally, in 2018, New York’s
Chief Administrative Judge selected Judge Versaci to serve as a member of New York’s Surrogate’s Court Advisory Committee.
This standing committee is charged with reviewing current laws and practices and recommending proposed legislation and changes
to the regulations and procedures affecting all aspects of New York Trusts and Estates Law.
Prior to becoming Surrogate
and Supreme Court Justice, Judge Versaci served as City Court Judge for the City of Schenectady from 2003 to 2010 where he presided
over a demanding volume and vast array of criminal and civil matters. At that time, he was noted to be the second youngest judge
in the State of New York. Judge Versaci has also served as an Adjunct Professor and a practicing attorney with an emphasis on civil
and criminal litigation primarily in New York State and Federal Courts. Currently, he sits on the Board of the Schenectady County
Bar Association and is often asked to speak to before a variety of local, State and Federal Bar Associations and other groups on
a variety of topics relating to Trusts and Estates, as well as fiduciary roles and responsibilities.
Judge Versaci has served
as a Trustee of each Fund and as a member of each Fund’s Audit Committee and Governance Committee and Nominating Committee
since March 2013. In addition, Judge Versaci has served as Chair of the Qualified Legal Compliance Committee of each Fund since
2017. Since being appointed to the Board by the Funds’ Trustees, Judge Versaci has contributed significantly to the Board’s
oversight of the Funds’ officers and has successfully managed a diverse range of topics, including portfolio management,
legal and regulatory matters, compliance oversight, preparation of financial statements and oversight of the Funds’ multiple
service providers. The Board of Trustees, in its judgment of Judge Versaci’s professional experience as a reputable attorney
and judge, and as a trustee of closed-end investment companies, believes Judge Versaci offers a unique and diverse perspective
to the Board and lends a particular expertise in ethics and fiduciary matters that is invaluable to our partnership.
Karen DiGravio
– Ms. DiGravio has over 21 years of industry experience focused on finance, accounting, compliance and risk management in
the asset management industry. Most recently, she was a Partner, Chief Financial Officer and Chief Compliance Officer of Westfield
Capital Management, a Boston based asset manager with over $12 Billion in assets under management. She was also a member of the
Westfield Advisory Board. While at Westfield, Ms. DiGravio led the finance, accounting and compliance functions and chaired the
firm’s Operating and Risk Management Committee. A 1991 graduate of Connecticut College, Ms. DiGravio is co-chair of Connecticut
College’s 1911 Society and is also a member of the college’s President’s Leadership Council. She received her
MBA in General Management from the Boston University School of Management in 1997. Ms. DiGravio has served as a member of each
Fund’s Audit Committee and Governing and Nominating Committee and as a Trustee since August 2017. In addition, Ms. DiGravio
has served as the Audit Committee Financial Expert and Chair of each Fund’s Audit Committee during her tenure as a Trustee
of the Funds. The Board of Trustees, in its judgement of Ms. DiGravio’s professional business experience, including her experience
serving as chief financial officer and chief compliance officer of an asset management firm and experience serving as a trustee
of closed-end investment companies, believes Ms. DiGravio contributes a diverse perspective to the Board.
Clifford J. Weber
– Mr. Weber has more than 25 years of experience in the financial markets where he has successfully led businesses and created
products in exchange-traded funds (ETFs) and listed derivatives. His areas of expertise include trading markets and derivatives
regulation. He currently provides consulting services to the financial industry and serves as an independent trustee of certain
mutual funds, ETFs and variable annuity trusts. From 2013 to 2015 he was Executive Vice President of Global Index and Exchange
Traded Products at the NYSE, and Executive Vice President, Head of Strategy and Product Development at NYSE Liffe from 2008 to
2013. Prior to that, Mr. Weber spent 18 years at the U.S. American Stock Exchange where he was instrumental in the development
of the Amex’s dominant ETF business, running that business from 2000-2008, and the Amex’s Closed-End Fund business.
He received a B.A. degree in Biochemistry from Dartmouth College, and an M.S.E. degree in Systems, with a concentration in Operations
Research, from the University of Pennsylvania. He has been featured in numerous media publications and financial shows, has been
published in various financial publications, and is co-author of “Equity Flex Options: The Financial Engineer’s Most
Versatile Tool.” He is a named inventor on twenty-one issued patents, all in the field of financial innovation. Mr. Weber
has served as a member of each Fund’s Audit Committee and Governance and Nominating Committee and as a Trustee since August
2017. The Board of Trustees, in its judgment of Mr. Weber’s professional business experience, including his positions with
national securities exchanges and serving on the boards of registered investment companies, believes Mr. Weber contributes a diverse
perspective to the Board.
Edmund J. Burke
– Mr. Burke retired from ALPS Holdings, Inc. in 2019. He previously served as Director of ALPS Fund Services, Inc. (“ALPS”),
Director, and President of ALPS Holdings, Inc. (a wholly-owned subsidiary of SS&C Technologies, Inc. (“SS&C”)
and ALPS Advisors, Inc., and a Director of ALPS Distributors, Inc. and ALPS Portfolio Solutions Distributor, Inc. These organizations
specialize in the day-to-day operations associated with both open- and closed-end investment companies, exchange traded funds and
hedge funds. In addition, Mr. Burke is also currently Trustee of the Financial Investors Trust, an open-end investment company,
and Trustee of the Liberty All-Star Equity Fund and Director of the Liberty All-Star Growth Fund, Inc., each a closed-end investment
company. Mr. Burke has served as an Interested Trustee for each Fund since 2006 and became an Independent Trustee effective November
1, 2021. He has served as a member of each Fund’s Audit and Governance and Nominating Committees since January 27, 2022.
The Board of Trustees, in its judgment of Mr. Burke’s long-term professional experience with operational requirements and
obligations in operating closed-end investment companies and as a trustee of closed-end investment companies, believes Mr. Burke
contributes a diverse perspective to the Board.
Kevin McNally
–Mr. McNally is currently a Managing Director at Clough Capital Partners L.P. and serves as the portfolio manager for an
investment fund and separately managed accounts advised by Clough that invest primarily in closed-end funds. He has over 30 years
of industry experience focusing almost exclusively on closed-end funds. Prior to joining Clough in 2014, he served as the Director
of Closed-End Funds at ALPS Fund Services, Inc. from 2003 to 2014, where he was instrumental in launching approximately $13 billion
in total assets of CEFs, including the three Clough CEFs. Prior to that, Mr. McNally was Director of Closed-End Fund and ETF Research
at Smith Barney, a division of Citigroup Global Markets, Inc. from 1998 to 2003, and Director of Closed-End Fund and ETF Marketing
at Morgan Stanley Dean Witter Discover & Co. from 1997 to 1998. Previously, he was an analyst covering closed-end funds in
the Mutual Fund Research Department at Merrill Lynch, Pierce, Fenner, & Smith, Inc. from 1994 to 1997, and also was Manager
of the Closed-End Fund Marketing Department at Prudential Securities from 1992 to 1994. He has been quoted in The Wall Street
Journal, Barrons, and several other publications and has also appeared on TV as a closed-end fund and ETF expert. Mr. McNally
received a Bachelor of Arts degree from the University of Massachusetts at Amherst in 1991 and an MBA in Finance from New York
University’s Stern School of Business in 1998. Mr. McNally has served as Trustee for each Fund since 2017 and as an interested
trustee he does not serve as a member of the Audit and Governance and Nominating Committees. The Board of Trustees, in its judgment
of Mr. McNally’s professional experience in the investment management and investment banking businesses, including his serving
on the boards of closed-end funds, believes Mr. McNally contributes a diverse perspective to the Board.
EACH FUND’S BOARD, INCLUDING THE
INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE FUND’S RESPECTIVE
NOMINEES.
Additional Information about each Trustee/Nominee
and the Fund’s Officers
The table below sets
forth the names, addresses and years of birth of the nominees, Trustees and principal officers of the Funds, the year each was
first elected or appointed to office, their term of office, their principal business occupations during at least the last five
years, the number of portfolios overseen by each Trustee of the Fund Complex and their other directorships of public companies.
Name, Address1
and Year of
Birth |
Position(s)
Held with
the Funds |
Term
of office
and length of
service with
the Funds2 |
Principal Occupation(s)
During Past Five Years |
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee3 |
Other
Directorships
Held by Trustee
During the Past
Five Years |
Non-Interested Trustees |
Robert L. Butler
1941
|
Chairman of the Board and Trustee
|
Trustee since:
GLV: 2004
GLQ: 2005
GLO: 2006
Term expires:
GLV: 2024
GLQ: 2025
GLO: 2023 |
Since 2001, Mr. Butler has been an independent consultant for businesses. Mr. Butler has over 45 years’ experience in the investment business, including 17 years as a senior executive with a global investment management/natural resources company and 20 years with a securities industry regulation organization. |
3 |
None |
Edmund J. Burke
1961
|
Trustee |
Trustee since:
GLV: 2006
GLQ: 2006
GLO: 2006
Term expires:
GLV: 2025
GLQ: 2023
GLO: 2024
|
Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc., and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Alliance Bioenergy Plus, Inc., technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). |
3 |
Mr. Burke is also Trustee of Financial Investors Trust, Trustee of the Liberty All-Star Equity Fund, Director of the Liberty All-Star Growth Fund, Inc., and Trustee of ALPS ETF Trust. |
Name, Address1
and Year of
Birth |
Position(s)
Held with
the Funds |
Term
of office
and length of
service with
the Funds2 |
Principal Occupation(s)
During Past Five Years |
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee3 |
Other
Directorships
Held by Trustee
During the Past
Five Years |
Adam D. Crescenzi
1942
|
Vice-Chairman of the Board and Trustee
|
Trustee since:
GLV: 2004
GLQ: 2005
GLO: 2006
Term expires:
GLV: 2023
GLQ: 2024
GLO: 2025 |
Mr. Crescenzi has served as the Founding Partner of Simply Tuscan Imports LLC since 2007. He has been a founder and investor of several start-up technology and service firms and has served as a director of both public and private corporations. Currently, he advises businesses and non-profit organizations on issues of strategy, marketing, and governance. He serves as Chairman of the Board of Governors for The Founders Fund Inc. and is a Trustee and Governor of the Naples Botanical Garden. |
3 |
None |
Karen DiGravio
1969
|
Trustee
|
Trustee since:
GLV: 2017
GLQ: 2017
GLO: 2017
Term expires:
GLV: 2024
GLQ: 2025
GLO: 2023 |
Ms. DiGravio is retired. In addition, she is co-chair of Connecticut College’s 1911 Society and is also a member of the college’s President’s Leadership Council. |
3 |
None |
Jerry G. Rutledge
1944
|
Trustee
|
Trustee since:
GLV: 2004
GLQ: 2005
GLO: 2006
Term expires:
GLV: 2023
GLQ: 2024
GLO: 2025 |
Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. |
3 |
Mr. Rutledge is currently a Trustee of the Financial Investors Trust and the Principal Real Estate Income Fund. |
Hon. Vincent W. Versaci
1971
|
Trustee
|
Trustee since:
GLV: 2013
GLQ: 2013
GLO: 2013
Term expires:
GLV: 2025
GLQ: 2023
GLO: 2024 |
Judge Versaci has served as a Judge in the New York State Courts since January 2003. Currently, Judge Versaci is assigned as an Acting Supreme Court Justice and also presides over the Surrogate’s Court for Schenectady County, New York. Previously, Judge Versaci has served as an Adjunct Professor at Schenectady County Community College and a practicing attorney with an emphasis on civil and criminal litigation primarily in New York State Courts. |
3 |
None |
Name, Address1
and Year of
Birth |
Position(s)
Held with
the Funds |
Term
of office
and length of
service with
the Funds2 |
Principal Occupation(s)
During Past Five Years |
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee3 |
Other
Directorships
Held by Trustee
During the Past
Five Years |
Clifford J. Weber
1963
|
Trustee
|
Trustee since:
GLV: 2017
GLQ: 2017
GLO: 2017
Term expires:
GLV: 2025
GLQ: 2023
GLO: 2024 |
Mr. Weber is the founder of Financial Products Consulting Group, LLC (a consulting firm). |
3 |
Mr. Weber is currently a Trustee of Janus Detroit Street Trust, Clayton Street Trust and Global-X Funds. |
Interested Trustee4 |
Kevin McNally5
1969
Clough Capital
Partners L.P.
53 State Street
27th Floor
Boston, Massachusetts 02109 |
Trustee
|
Trustee since:
GLV: 2017
GLQ: 2017
GLO: 2017
Term expires:
GLV: 2024
GLQ: 2025
GLO: 2023 |
Mr. McNally is currently a Managing Director at Clough and serves as the portfolio manager for an investment fund and separately managed accounts advised by Clough that invest primarily in closed-end funds. |
3 |
None |
Name,
Address1
and Year of
Birth
|
Position(s)
Held with
the Funds
|
Term of office
and length of
service with
the Funds2
|
Principal
Occupation(s)
During Past Five Years
|
Officers |
Jeremy May
1970
|
President |
Officer since6
GLV: 2023
GLQ: 2023
GLO: 2023 |
Founder and CEO of Paralel Technologies, LLC (a fintech firm) and its wholly owned subsidiaries, Paralel Advisors (a registered investment adviser) and Paralel Distributors (a registered broker/dealer) (Since October 2019); Previously, President and Director of ALPS Fund Services, Inc., ALPS Distributors, Inc., and ALPS Portfolio Solutions Distributor, Inc., Executive Vice President and Director of ALPS Holdings, Inc. and ALPS Advisors, Inc. (1995 to 2019). |
Bradley Swenson
1972
|
Chief Compliance Officer (“CCO”) |
Officer since6
GLV: 2023
GLQ: 2023
GLO: 2023 |
Mr. Swenson is President and Chief Compliance Officer, Paralel Distributors LLC, since May 2022; Director of Compliance Services, Paralel Technologies, since May 2022; President, TruePeak Consulting, LLC, 2021-2022; President, ALPS Fund Services, Inc. (“ALPS”) June 2019 to June 2021; Chief Operating Officer, ALPS 2015 to 2019. |
Jill Kerschen
1975
|
Treasurer |
Officer since6
GLV: 2023
GLQ: 2023
GLO: 2023 |
Ms. Kerschen joined Paralel in 2021 and is currently Director of Fund Administration. Prior to joining Paralel she was Vice President at ALPS Advisors, Inc. from 2019 to 2021 and from 2013 to 2019 she served as Vice President and Fund Controller at ALPS Fund Services, Inc. |
Christopher Moore
1984
|
Secretary |
Officer since6
GLV: 2023
GLQ: 2023
GLO: 2023 |
Mr. Moore is General Counsel of Paralel Technologies LLC and its affiliates, as well as General Counsel and CCO of Paralel Advisors LLC, each since 2021. Mr. Moore served as Deputy General Counsel and Legal Operations Manager of RiverNorth Capital Management, LLC from 2020-2021; and VP, Senior Counsel of ALPS Fund Services, Inc. from 2016- 2020. |
1 | Address: 1700 Broadway, Suite 1850, Denver, Colorado 80290, unless otherwise noted. |
2 | GLV commenced operations July 28, 2004, GLQ commenced operations April 27, 2005, and GLO commenced
operations April 25, 2006. |
3 | The Fund Complex for all Trustees consists of the Clough Global Dividend and Income Fund, Clough
Global Equity Fund and Clough Global Opportunities Fund. |
4 | “Interested Trustees” refers to those Trustees who constitute “interested
persons” of the Fund as defined in the 1940 Act. |
5 | Mr. McNally is considered to be an “Interested Trustee” because of his affiliation
with Clough, which acts as each Fund’s investment adviser. |
6 | Officers are elected annually and each officer will hold such office until a successor has been
elected by the Board. |
Beneficial Ownership of GLV Common Shares,
GLQ Common Shares and GLO Common Shares Held in the Fund Complex by each Trustee/Nominee
Set forth in the table
below is the dollar range of equity securities held in each Fund and on an aggregate basis for the entire Family of Investment
Companies overseen by each Trustee.
Independent
Trustee/Nominee |
Dollar Range1 of
Equity Securities
Held in GLV: |
Dollar Range1 of
Equity Securities
Held in GLQ: |
Dollar Range1 of
Equity Securities
Held in GLO: |
Aggregate Dollar
Range of Equity
Securities Held in
the Family of
Investment
Companies |
Edmund J. Burke |
none |
none |
none |
none |
Robert L. Butler |
$50,001-$100,000 |
$10,001-$50,000 |
$10,001-$50,000 |
Over $100,000 |
Adam D. Crescenzi |
none |
none |
$1-$10,000 |
$1-$10,000 |
Jerry G. Rutledge |
none |
none |
none |
none |
Vincent W. Versaci |
$1-$10,000 |
$1-$10,000 |
$1-$10,000 |
$1-$10,000 |
Karen DiGravio |
$10,001-$50,000 |
$10,001-$50,000 |
$1-$10,000 |
$10,001-$50,000 |
Clifford J. Weber |
none |
$10,001-$50,000 |
none |
$10,001-$50,000 |
Interested Trustee/Nominee |
|
|
|
|
Kevin McNally |
$1-$10,000 |
$1-$10,000 |
$1-$10,000 |
$10,001-$50,000 |
(1) | This information has been furnished by each Trustee and nominee for election as Trustee as of May
9, 2023. “Beneficial Ownership” is determined in accordance with Section 16a-1(a)(2) under the Securities Exchange
Act of 1934, as amended (the “1934 Act”). |
(2) | Ownership amount constitutes less than 1% of the total
shares outstanding. |
(3) | The Funds in the family of investment companies for all Trustees, consists of the Clough Global
Dividend and Income Fund, Clough Global Equity Fund and Clough Global Opportunities Fund. |
Trustee Transactions with Fund Affiliates
As of May 9, 2023,
none of the independent trustees, meaning those Trustees who are not “interested persons” as defined in Section 2(a)(19)
of the 1940 Act and are independent under the NYSE American LLC’s (“NYSE American”) Listing Standards
(each an “Independent Trustee” and collectively the “Independent Trustees”), nor members
of their immediate families owned securities, beneficially or of record, in Clough Capital L.P. (the “Adviser”
or “Clough”), or an affiliate or person directly or indirectly controlling, controlled by, or under common control
with the Adviser, other than investments in the Funds and investments in affiliated investment vehicles that, pursuant to guidance
from the SEC Staff, do not affect such Trustee’s independence. Furthermore, over the past five years, neither the Independent
Trustees nor members of their immediate families have had any direct or indirect interest, the value of which exceeds $120,000,
in the Adviser or any of its affiliates. In addition, since the beginning of the last two fiscal years, neither the Independent
Trustees nor members of their immediate families have conducted any transactions (or series of transactions) or maintained any
direct or indirect relationship in which the amount involved exceeds $120,000 and to which the Adviser or any affiliate of the
Adviser was a party.
Trustee Compensation
The following table
sets forth certain information regarding the compensation of the Funds’ Trustees for the fiscal year ended October 31, 2022.
Trustees and Officers of the Funds who are employed by Paralel or Clough receive no compensation or expense reimbursement from
the Funds.
Compensation Table for the Fiscal Year
Ended October 31, 2022.
Name of Trustee/ Nominee |
Clough Global
Dividend and
Income Fund |
Clough Global
Equity Fund |
Clough Global
Opportunities
Fund |
Total
Compensation
Paid From the
Fund Complex1 |
Robert L. Butler |
$24,000 |
$24,000 |
$24,000 |
$72,000 |
Adam D. Crescenzi |
$20,000 |
$20,000 |
$20,000 |
$60,000 |
Jerry G. Rutledge |
$20,000 |
$20,000 |
$20,000 |
$60,000 |
Vincent W. Versaci |
$20,000 |
$20,000 |
$20,000 |
$60,000 |
Karen DiGravio |
$22,000 |
$22,000 |
$22,000 |
$66,000 |
Clifford J. Weber |
$20,000 |
$20,000 |
$20,000 |
$60,000 |
Edmund J. Burke |
$20,000 |
$20,000 |
$20,000 |
$60,000 |
(1) | The Fund Complex for all Trustees consists of the Clough Global Dividend and Income Fund, Clough
Global Equity Fund and Clough Global Opportunities Fund. |
Each Fund pays compensation
to the Chairman of the Board (the “Chairman”) and each Independent Trustee who is not affiliated with ALPS or
Clough or their affiliates. The Independent Trustees receive from each Fund an annual retainer of $14,000 per year plus $1,500
per Board meeting attended. The Chairman receives from each Fund an annual retainer of $16,800 per year plus $1,800 per Board meeting
attended. The Audit Committee Chairman receives from each Fund an annual retainer of $15,400 per year plus $1,650 per Board meeting
attended. Additional meeting fees for each telephonic Board meeting attended are as follows:
(i) $500 for each Independent Trustee; (ii) $600 for the Chairman; and (iii) $550 for the Chairman of the Audit
Committee. The Independent Trustees do not receive any additional fees for in-person or telephonic committee meetings. The
Chairman, Audit Committee Chairman and each Independent Trustee’s actual out-of-pocket expenses relating to their attendance
at such meetings are also paid for by the Funds.
During the fiscal year
ended October 31, 2022, the Board of GLV met four times, the Board of GLO met four times and the Board of GLQ met four times. Each
Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any committee of which he/she is
a member.
Leadership
Structure of the Board of Trustees
The
Board, which has overall responsibility for the oversight of each Fund’s investment programs and business affairs, has appointed
an Independent Trustee as Chairman of the Board whose role is to preside at all meetings of the Board. The Board has also appointed
an Independent Trustee as Vice-Chairman of the Funds. The Chairman is involved, at his discretion, in the preparation of the agendas
for the Board meetings. In between meetings of the Board, the Chairman may act as liaison between the Board and the Funds’
officers, attorneys and various other service providers, including but not limited to, the Funds’ investment adviser, administrator
and other such third parties servicing the Funds. The Chairman may also perform other functions as may be delegated by the Board
from time to time. The Board believes that the use of an Independent Trustee as Chairman is the appropriate leadership structure
for mitigating potential conflicts of interest associated with appointing an Interested Trustee as chairman and facilitates the
ability to maintain a robust culture of compliance. The Board has three standing committees, each of which enhances the leadership
structure of the Board: the Audit Committee; the Governance and Nominating Committee; and the Executive Committee. The Audit Committee
and Governance and Nominating Committee are each chaired by, and composed of, members who are Independent Trustees. The Executive
Committee consists of one Interested Trustee and two Independent Trustees.
Oversight
of Risk Management
Each
Fund, by the nature of its business, is confronted with various risks such as investment risk, counterparty risk, valuation risk,
political risk, risk of operational failures, business continuity risk, regulatory risk, legal risk and other risks not listed
here. The Board recognizes that not all risks that may affect the Funds can be known, eliminated or mitigated. In addition, there
are some risks that may not be cost effective or an efficient use of each Fund’s limited resources to moderate. As a result
of these realities, the Board, through its oversight and leadership, has and will continue to deem it necessary for shareholders
of each Fund to bear certain and undeniable risks, such as investment risk, in order for each Fund to operate in accordance with
its investment strategies.
However,
as required under the 1940 Act, the Board has adopted on the Funds’ behalf a risk program that mandates the Funds’
various service providers, including the investment adviser, to adopt a variety of processes, procedures and controls to identify
various risks, mitigate the likelihood of such adverse events from occurring and/or attempt to limit the effects of such adverse
events on a Fund. The Board implements its oversight role by receiving a variety of quarterly written reports prepared by the
Funds’ Chief Compliance Officer (“CCO”) that: (i) evaluate the operation of the Funds’ service providers;
(ii) make known any material changes to the policies and procedures adopted by the Funds or their service providers since the
CCO’s last report and; (iii) disclose any material compliance matter that occurred since the date of the last CCO report.
In addition, the Chairman and the Independent Trustees meet quarterly in executive sessions without the presence of any Interested
Trustees, the investment adviser, the administrator, or any of their affiliates. This configuration permits the Chairman and the
Independent Trustees to effectively receive the information and have private discussions necessary to perform its risk oversight
role, exercise independent judgment, and allocate areas or responsibility between the full Board, its various committees and certain
officers of the Funds. Furthermore the Independent Trustees have engaged independent legal counsel and auditors to assist the
Independent Trustees in performing their responsibilities. As discussed above and in consideration of other factors not referenced
herein, the function of the Board with respect to its leadership role concerning risk management is one of oversight and not active
management or coordination of the Funds’ day-to-day risk management activities.
The
role of the Funds’ Audit Committee is to assist the Board in its oversight of: (i) the quality and integrity of Funds’
financial statements, reporting process and the independent registered public accounting firm (the “independent accountant”)
and reviews thereof; (ii) the Funds’ accounting and financial reporting policies and practices, its internal controls and,
as appropriate, the internal controls of certain service providers; (iii) the Funds’ compliance with legal and regulatory
requirements; and (iv) the independent accountant’s qualifications, independence and performance. The Audit Committee is
also required to prepare an audit committee report pursuant to the rules of the SEC for inclusion in each Fund’s annual
proxy statement. Each Audit Committee operates pursuant to an Audit Committee Charter (the “Audit Charter”)
that was most recently reviewed and approved by the Audit Committee on December 15, 2022. The Audit Charter is available at the
Funds’ website, www.cloughglobal.com. As set forth in the Audit Charter, management is responsible for maintaining appropriate
systems for accounting and internal control and the Funds’ independent accountant is responsible for planning and carrying
out proper audits and reviews. The independent accountant is ultimately accountable to each Fund’s Board and Audit Committee,
as representatives of each Fund’s shareholders. The independent accountant for the Funds reports directly to the Audit Committee.
In
performing its oversight function, at a meeting held on December 15, 2022, the Audit Committee reviewed and discussed with management
of the Funds and the independent accountant, Cohen & Company, Ltd. (“Cohen”), the audited financial statements
of the Funds as of and for the fiscal year ended October 31, 2022, and discussed the audit of such financial statements with the
independent accountant.
In
addition, the Audit Committee discussed with the independent accountant the accounting principles applied by the Funds and such
other matters brought to the attention of the Audit Committee by the independent accountant required by the Public Company Accounting
Oversight Board (“PCAOB”) and the SEC. The Audit Committee also received from the independent accountant the written
disclosures and letters required by applicable requirements of the PCAOB regarding the independent accountant's communications
with the audit committee concerning independence and has discussed with the independent accountant the independent accountant's
independence.
As
set forth above, and as more fully set forth in the Audit Charter, the Audit Committee has significant duties and powers in its
oversight role with respect to each Fund’s financial reporting procedures, internal control systems and the independent
audit process.
The
members of the Audit Committees are not, and do not represent themselves to be, professionally engaged in the practice of auditing
or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Moreover, each
Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management
or the Funds’ independent accountant. Accordingly, the Audit Committee’s oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or
internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit
of each Fund’s financial statements has been carried out in accordance with generally accepted accounting standards or that
the financial statements are presented in accordance with generally accepted accounting principles.
Based
on its consideration of the audited financial statements and the discussions referred to above with management and the Funds’
independent accountant, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the
Audit Charter and those discussed above, each Audit Committee recommends that each Fund’s audited financial statements,
subject to the modifications discussed at the December 15, 2022 Audit Committee meeting, be included in the Funds’ Annual
Report for the fiscal year ended October 31, 2022.
SUBMITTED
BY THE AUDIT COMMITTEE OF EACH FUND’S BOARD OF TRUSTEES
Karen
DiGravio, Chairman
Edmund
J. Burke
Robert
L. Butler
Adam
D. Crescenzi
Jerry
G. Rutledge
Vincent
W. Versaci
Clifford
J. Weber
December
15, 2022
Audit
Committee
Each
Audit Committee met two times during the fiscal year ended October 31, 2022. Each Audit Committee is composed of seven Independent
Trustees, namely Ms. DiGravio and Messrs. Burke, Butler, Crescenzi, Rutledge, Weber and Judge Versaci. None of the members of
the Audit Committee are “interested persons” of the Funds.
Based
on the findings of the Audit Committee, the Audit Committee has determined that Ms. Karen DiGravio is each Fund’s “audit
committee financial expert,” as defined in the rules promulgated by the SEC, and as required by NYSE American listing standards.
Ms. DiGravio serves as the Chairman of the Audit Committee for each Fund.
Governance
and Nominating Committee
Each
Fund’s Board has a Governance and Nominating Committee composed of seven Independent Trustees as the term is defined by
the NYSE American listing standards, namely Ms. DiGravio and Messrs. Burke, Butler, Crescenzi, Rutledge, Weber and Judge Versaci.
None of the members of the Governance and Nominating Committee are “interested persons” of the Funds. Each Governance
and Nominating Committee operates pursuant to a Governance and Nominating Committee Charter that was most recently reviewed and
approved by the Governance and Nominating Committee on October 13, 2022. The Governance and Nominating Committee Charter is available
at the Funds’ website, www.cloughglobal.com. The Governance and Nominating Committee met two times during the fiscal
year ended October 31, 2022. The Governance and Nominating Committee is responsible for identifying and recommending to the Board
individuals believed to be qualified to become Board members and officers of the Funds in the event that a position is vacated
or created. Mr. Crescenzi serves as Chairman of the Governance and Nominating Committee of each Fund.
When
such vacancies or creations occur, the Governance and Nominating Committee will consider Trustee candidates recommended by a variety
of sources to include each Fund’s respective shareholders. The Governance and Nominating Committee has a diversity policy.
In considering Trustee candidates, the Governance and Nominating Committee will take into consideration the interest of shareholders,
the needs of the Board and the Trustee candidate’s qualifications, which include but are not limited to, the diversity of
the individual’s professional experience, education, individual qualification or skills.
Shareholders
may submit for the Governance and Nominating Committee’s consideration recommendations regarding potential independent Board
member nominees. The Governance and Nominating Committee Charter (which is available at www.cloughglobal.com) includes Independent
Trustee qualifications and criteria that the Governance and Nominating Committee will assess in determining whether it will consider
a shareholder’s submission. In addition, the By-Laws of the Fund contain detailed requirements regarding qualifications
for Independent Trustees and information that must be included with any nomination for Independent Trustee or shareholder proposal.
The
following are some of the requirements and criteria in the Governance and Nominating Committee Charter and By-Laws:
| (a) | The
nominee must satisfy all qualifications provided under the Governance and Nominating
Committee Charter and in the Fund’s organizational documents, including qualification
as a possible independent Board member. |
| (b) | The
nominee may not be the nominating shareholder, a member of the nominating shareholder
group or a member of the immediate family of the nominating shareholder or any member
of the nominating shareholder group. |
| (c) | Neither
the nominee nor any member of the nominee’s immediate family may be currently employed
or employed within the last year by any nominating shareholder entity or entity in a
nominating shareholder group. |
| (d) | Neither
the nominee nor any immediate family member of the nominee is permitted to have accepted
directly or indirectly, during the year of the election for which the nominee’s
name was submitted, during the immediately preceding calendar year, or during the year
when the nominee’s name was submitted, any consulting, advisory, or other compensatory
fee from the nominating shareholder or any member of a nominating shareholder group. |
| (e) | The
nominee may not be an executive officer, Trustee (or person fulfilling similar functions)
of the nominating shareholder or any member of the nominating shareholder group, or of
an affiliate of the nominating shareholder or any such member of the nominating shareholder
group. |
| (f) | The
nominee may not control (as that term is defined under the 1940 Act) the nominating shareholder
or any member of the nominating shareholder group (or, in the case of a holder or member
that is a fund, an interested person of such holder or member as defined by Section 2(a)(19)
of the 1940 Act). |
| (g) | A
shareholder or shareholder group may not submit for consideration a nominee who has previously
been considered by the Governance and Nominating Committee. |
The
following is a summary of requirements in the Funds’ By-Laws that must be provided to a Fund regarding the shareholder or
shareholder group submitting a proposed nominee and that will be considered by the Governance and Nominating Committee:
| (a) | Information
on the proposed nominee, including name, address, age and occupation. |
| (b) | Information
on shares owned beneficially and of record. |
| (c) | Descriptions
of any agreements, arrangements, or understandings (including profit interest or options)
involving the Proposed Nominee and any other shareholder of record or beneficially. |
| (d) | A
description of all commercial and business relationships and all transactions the Proposed
Nominee has had with any other shareholder of record or beneficially. |
| (e) | A
representation that the Proposed Nominee will qualify as a non-interested Trustee under
Section 2(a)(19) of the Investment Company Act of 1940 and rules thereunder. |
| (f) | A
representation that the Proposed Nominee meets the Trustee Qualifications set forth on
Article III of the Fund’s By-laws. |
| (g) | Such
other information requested by the Governance and Nominating Committee required to be
disclosed in a proxy statement. |
| (h) | Written
consent of the Proposed Nominee to being named a nominee and to serving as a Trustee. |
| (i) | A
certificate that the Proposed Nominee will not become a party to any agreement, arrangement
or understanding not disclosed to the Trust. |
The
nominee must provide to the Governance and Nominating Committee all information requested by the Governance and Nominating Committee
that is related to the requirements and criteria in the Governance and Nominating Charter and By-Laws.
Executive
Committee
The
Executive Committee meets periodically to take action, as authorized by the Board, if the Board cannot meet. Members of the Executive
Committee are currently Messrs. Burke, Butler and McNally. During the fiscal year ended October 31, 2022, the Executive Committee
did not meet.
Compensation
Committee
The
Funds do not have a compensation committee.
Other
Board Related Matters
The
Funds do not require Trustees to attend the Annual Meeting of Shareholders. No Trustees attended the Funds’ Annual Meeting
of Shareholders held in 2022.
REQUIRED
VOTE
Proposals
1, 2 and 3
The
election of each of the listed nominees for Trustee of the Funds requires the affirmative vote of the holders of a plurality of
the Shares entitled to vote and represented at the Funds’ Meeting, if a quorum is present.
Broker
Non-Votes and Abstentions
The
affirmative vote of a plurality of votes cast for each nominee by the holders entitled to vote for a particular nominee is necessary
for the election of a nominee.
For
the purpose of electing nominees, abstentions or broker non-votes will not be counted as votes cast and will have no effect on
the result of the election. Abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes
of determining the existence of each Fund’s quorum.
Shareholders
of each Fund will be informed of the voting results of the Meeting in the Funds’ Annual Report dated October 31, 2023.
The
following table shows the ownership of applicable Shares by each of the Trustees, the Trustees and Executive Officers of each
Fund as a group and the persons or organizations known to each Fund to be beneficial owners of more than 5% of a Fund’s
outstanding applicable Shares.
Trustees
and Executive Officers |
Name
& Address1 |
Percentage
of Shares Held |
Total
Shares Owned |
GLV
Common Shares2 |
Edmund
J. Burke |
0% |
0 |
Robert
L. Butler |
<1% |
14,100 |
Jeremy
May* |
0% |
0 |
Adam
D. Crescenzi |
0% |
0 |
Karen
DiGravio |
<1% |
1,876 |
Jill
Kerschen* |
0% |
0 |
Kevin
McNally |
<1% |
1,000 |
Jerry
G. Rutledge |
0% |
0 |
Vincent
W. Versaci |
<1% |
150 |
Clifford
J. Weber |
0% |
0 |
All
Trustees and Executive Officers as a group |
<1% |
17,126 |
GLQ
Common Shares2 |
Edmund
J. Burke |
0% |
0 |
Robert
L. Butler |
<1% |
5,998 |
Jeremy
May* |
0% |
0 |
Adam
D. Crescenzi |
0% |
0 |
Karen
DiGravio |
<1% |
2,122 |
Jill
Kerschen* |
0% |
0 |
Kevin
McNally |
<1% |
1,000 |
Jerry
G. Rutledge |
0% |
0 |
Vincent
W. Versaci |
<1% |
1,050 |
Clifford
J. Weber |
<1% |
3,871 |
All
Trustees and Executive Officers as a group |
<1% |
14,041 |
GLO
Common Shares2 |
Edmund
J. Burke |
0% |
0 |
Robert
L. Butler |
<1% |
4,000 |
Jeremy
May* |
0% |
0 |
Adam
D. Crescenzi |
<1% |
406 |
Karen
DiGravio |
<1% |
1,787 |
Jill
Kerschen* |
0% |
0 |
Kevin
McNally |
<1% |
2,000 |
Jerry
G. Rutledge |
0% |
0 |
Vincent
W. Versaci |
<1% |
150 |
Clifford
J. Weber |
0% |
0 |
All
Trustees and Executive Officers as a group |
<1% |
8,343 |
* | Mr.
May is the Principal Executive Officer of each Fund. Ms. Kerschen is the Principal Financial Officer of each Fund. |
5%
or Greater Shareholders
GLV
Common Shares3 |
None |
|
|
GLQ
Common Shares3 |
Morgan
Stanley Smith Barney LLC
1585
Broadway, New York, NY 10036 |
10.4% |
1,980,412 |
GLO
Common Shares3 |
Morgan
Stanley
1585
Broadway, New York, NY 10036 |
6.3% |
2,728,1294 |
Morgan
Stanley Smith Barney LLC
1585
Broadway, New York, NY 10036 |
6.2% |
2,721,0224 |
(1) | The
address for each Trustee and/or Officer of each Fund is 1700 Broadway, Suite 1850, Denver, Colorado 80290, unless otherwise noted. |
(2) | This
information has been furnished by each Trustee and Officer as of May 9, 2023. “Beneficial Ownership” is determined
in accordance with Section 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). |
(3) | The
table above shows 5% or greater shareholders’ ownership of Shares as of May 9, 2023. The information contained in this table
is based on a review of Schedule 13G or 13D filings made on or before May 9, 2023. |
(4) | Pursuant
to a Schedule 13G filing made on February 8, 2023, 2,721,022 shares may be deemed to be beneficially owned by each entity as each
entity shared dispositive power for such shares. |
ADDITIONAL
INFORMATION
Independent
Registered Public Accounting Firm
Cohen & Company, Ltd. (“Cohen”), 1350 Euclid Avenue, Suite 800, Cleveland, OH 44145, has been selected to serve
as each Fund’s independent registered public accounting firm for each Fund’s fiscal year ending October 31, 2023.
Cohen acted as each Fund’s independent registered public accounting firm for the fiscal year ended October 31, 2022. The
Funds know of no direct financial or material indirect financial interest of Cohen in any of the Funds. A representative of Cohen
will not be present at the Meetings but will be available by telephone and will have an opportunity to make a statement, if asked,
and will be available to respond to appropriate questions.
Principal
Accounting Fees and Services
The
following table sets forth the aggregate audit and non-audit fees billed to each Fund for each of the last two fiscal years for
professional services rendered by the Funds’ principal accountant, Cohen.
Clough
Global Dividend & Income Fund
|
Fiscal year ended October 31, 2022 |
Fiscal year ended October 31, 2021 |
(a) Audit Fees (1) |
$23,000 |
$23,000 |
(b) Audit-Related Fees (2) |
$0 |
$0 |
(c) Tax Fees (3) |
$3,500 |
$3,500 |
(d) All Other Fees (4) |
$0 |
$0 |
(g) Aggregate Non-Audit Fees(5) |
$3,500 |
$3,500 |
(1) | Audit
Fees are fees billed for professional services rendered by Cohen for the audit of the registrant’s annual financial statements
and for the services that are normally provided by Cohen in connection with the statutory and regulatory filings or engagements. |
(2) | Audit-Related
Fees are fees billed for assurance and related services by Cohen that are reasonably related to the performance of the audit of
the registrant’s financial statements and are not reported under the caption “Audit Fees”. |
(3) | Tax
Fees are fees billed for professional services rendered by Cohen for tax compliance, tax advice and tax planning. In all periods
shown in the table, such services consisted of preparation of the registrant’s annual tax returns, excise tax returns, and
review of dividend distribution calculation fees. |
(4) | All
Other Fees are fees billed for products and services provided by Cohen, other than the services reported under the captions “Audit
Fees”, “Audit-Related Fees” and “Tax Fees”. |
(5) | Aggregate
Non-Audit Fees are non-audit fees billed by Cohen for services rendered to the registrant, the registrant’s investment adviser
(the “Adviser”) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing
services to the registrant (collectively, the “Covered Entities”). The Aggregate Non-Audit Fee includes the Tax Fees
disclosed pursuant to Footnote 3 above. During all periods shown in the table, no portion of such fees related to services rendered
by Cohen to the Adviser or any other Covered Entity. |
Clough
Global Equity Fund
|
Fiscal year ended October 31, 2022 |
Fiscal year ended October 31, 2021 |
(a) Audit Fees (1) |
$23,000 |
$23,000 |
(b) Audit-Related Fees (2) |
$0 |
$0 |
(c) Tax Fees (3) |
$3,500 |
$3,500 |
(d) All Other Fees (4) |
$0 |
$0 |
(g) Aggregate Non-Audit Fees(5) |
$3,500 |
$3,500 |
(1) | Audit
Fees are fees billed for professional services rendered by Cohen for the audit of the registrant’s annual financial statements
and for the services that are normally provided by Cohen in connection with the statutory and regulatory filings or engagements. |
(2) | Audit-Related
Fees are fees billed for assurance and related services by Cohen that are reasonably related to the performance of the audit of
the registrant’s financial statements and are not reported under the caption “Audit Fees”. |
(3) | Tax
Fees are fees billed for professional services rendered by Cohen for tax compliance, tax advice and tax planning. In all periods
shown in the table, such services consisted of preparation of the registrant’s annual tax returns, excise tax returns, and
review of dividend distribution calculation fees. |
(4) | All
Other Fees are fees billed for products and services provided by Cohen, other than the services reported under the captions “Audit
Fees”, “Audit-Related Fees” and “Tax Fees”. |
(5) | Aggregate
Non-Audit Fees are non-audit fees billed by Cohen for services rendered to the registrant, the registrant’s investment adviser
(the “Adviser”) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing
services to the registrant (collectively, the “Covered Entities”). The Aggregate Non-Audit Fee includes the Tax Fees
disclosed pursuant to Footnote 3 above. During all periods shown in the table, no portion of such fees related to services rendered
by Cohen to the Adviser or any other Covered Entity. |
Clough
Global Opportunities Fund
|
Fiscal year ended October 31, 2022 |
Fiscal year ended October 31, 2021 |
(a) Audit Fees (1) |
$23,000 |
$23,000 |
(b) Audit-Related Fees (2) |
$0 |
$0 |
(c) Tax Fees (3) |
$3,500 |
$3,500 |
(d) All Other Fees (4) |
$0 |
$0 |
(g) Aggregate Non-Audit Fees(5) |
$3,500 |
$3,500 |
(1) | Audit
Fees are fees billed for professional services rendered by Cohen for the audit of the registrant’s annual financial statements
and for the services that are normally provided by Cohen in connection with the statutory and regulatory filings or engagements. |
(2) | Audit-Related
Fees are fees billed for assurance and related services by Cohen that are reasonably related to the performance of the audit of
the registrant’s financial statements and are not reported under the caption “Audit Fees”. |
(3) | Tax
Fees are fees billed for professional services rendered by Cohen for tax compliance, tax advice and tax planning. In all periods
shown in the table, such services consisted of preparation of the registrant’s annual tax returns, excise tax returns, and
review of dividend distribution calculation fees. |
(4) | All
Other Fees are fees billed for products and services provided by Cohen, other than the services reported under the captions “Audit
Fees”, “Audit-Related Fees” and “Tax Fees”. |
(5) | Aggregate
Non-Audit Fees are non-audit fees billed by Cohen for services rendered to the registrant, the registrant’s investment adviser
(the “Adviser”) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing
services to the registrant (collectively, the “Covered Entities”). The Aggregate Non-Audit Fee includes the Tax Fees
disclosed pursuant to Footnote 3 above. During all periods shown in the table, no portion of such fees related to services rendered
by Cohen to the Adviser or any other Covered Entity. |
Each
Fund’s Audit Charter requires that the Audit Committee pre-approve all audit and non-audit services to be provided by the
independent registered public accountant to a Fund and all non-audit services to be provided by the independent registered public
accountant to the Fund’s investment adviser and service providers controlling, controlled by or under common control with
the Fund’s investment adviser (“affiliates”) that provide on-going services to a Fund (a “Covered Services
Provider”), if the engagement relates directly to the operations and financial reporting of a Fund. Each Audit Committee
may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairman of the Audit
Committee, and the Chairman of the Audit Committee must report to the Fund’s Audit Committee at its next regularly scheduled
meeting after the Chairman of the Audit Committee’s pre-approval of such services, his decision(s). The Audit Committee
may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable
laws, including the delegation of some or all of an Audit Committee’s pre-approval responsibilities to other persons (other
than the investment adviser or a Fund’s officers). Pre-approval by an Audit Committee of any permissible non-audit services
is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to a Fund, the investment
adviser, and any Covered Services Provider constitutes not more than 5% of the total amount of revenues paid by a Fund to its
independent accountant during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit
services were not recognized by a Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly
brought to the attention of the applicable Audit Committee and approved by the Audit Committee or Audit Committee Chairman prior
to the completion of the audit. All of the audit and audit-related services and tax services described above for which Cohen billed
the Funds fees for the fiscal year ended October 31, 2022, were pre-approved by the Audit Committee.
Other
Methods of Proxy Solicitation
In
addition to the solicitation of proxies by internet or mail, officers of the Funds and officers and regular employees of Clough,
Paralel Technologies LLC (“Paralel”), the Funds’ administrator, and affiliates of Paralel or Clough,
or other representatives of the Funds may also solicit proxies by telephone or internet. The expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by the Funds. The Funds will also reimburse brokerage firms and
others for their expenses in forwarding solicitation materials to the beneficial owners of the Funds’ Shares. In addition,
the Funds have engaged Computershare Shareowner Services, LLC (“Computershare”), to assist in the proxy effort for
the Funds. Under the terms of the engagement, Computershare will be providing a web site for the dissemination of these proxy
materials and tabulation services.
The
Investment Adviser and Administrator
Clough
is the investment adviser for each of the Funds, and its business address is 53 State Street, 27th Floor, Boston, Massachusetts
02110.
Paralel
is the administrator for each Fund, and its business address is 1700 Broadway, Suite 1850, Denver, Colorado 80290.
Delinquent Section 16(a) Reports
Section
16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the Funds’ officers and Trustees,
officers and directors of the investment adviser, affiliated persons of the investment adviser, and persons who beneficially own
more than 10% of a registered class of a Fund’s Common Shares (the “Reporting Persons”) to file reports of ownership
and changes in ownership with the SEC and the NYSE American and to furnish the Funds with copies of all Section 16(a) forms they
file. Based solely on these reports and other information provided to the Funds by the Reporting Persons, each Fund believes
that all Reporting Persons timely filed the required reports during fiscal year ended October 31, 2022, except for Mr. Butler (for GLV, GLO, and GLQ) and Mr. Weber (for GLQ), who each failed to timely file on Form 4 to report one transaction
related to shares acquired in the 2021 Rights Offering; and for Ms. DiGravio (for GLV, GLO, and GLQ), who failed to timely file on Form
5 to report beneficial ownership changes related to the automatic reinvestment of dividends received.
OTHER
MATTERS TO COME BEFORE THE MEETING
The
Trustees of each Fund do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends
to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their judgment.
Shareholder
Communications with Board of Trustees
Shareholders
may mail written communications to each Fund’s Board, to committees of the Board or to specified individual Trustees in
care of the Secretary of the Funds, 1700 Broadway, Suite 1850, Denver, Colorado 80290. All shareholder communications received
by the Secretary will be forwarded promptly to the applicable Board, the relevant Board’s committee or the specified individual
Trustees, as applicable, except that the Secretary may, in good faith, determine that a shareholder communication should not be
so forwarded if it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers,
Board, officers, shareholders or other matters relating to an investment in a Fund or is purely ministerial in nature.
SHAREHOLDER
PROPOSALS
Any
shareholder proposal, including any nomination by a shareholder for a person to serve as Trustee, to be considered for inclusion
in a Fund’s proxy statement and form of proxy for the annual meeting of shareholders to be held in 2023 should have been
received by the Secretary of the Fund no later than February 3, 2023. To submit a shareholder proposal for a Fund’s 2024
annual meeting, a shareholder is required to give to a Fund notice of, and specified information with respect to any proposals
pursuant to Rule 14a-8 under the 1934 Act by January 26, 2024. In addition, pursuant to each Fund’s By-Laws, a shareholder
is required to give the Fund notice of, and specified information with respect to, any proposals that such shareholder intends
to present at the 2024 annual meeting not later than the close of business on the one hundred twentieth (120th) day, nor earlier
than one hundred fiftieth (150th) day, prior to the first anniversary date of the date on which a Fund first mailed its proxy
materials for the prior year’s annual meeting. Under the circumstances described in, and upon compliance with, Rule 14a-4(c)
under the 1934 Act, a Fund may solicit proxies in connection with the 2024 annual meeting which confer discretionary authority
to vote on any shareholder proposals of which the Secretary of the Fund does not receive notice in accordance with the aforementioned
date. Timely submission of a proposal does not guarantee that such proposal will be included.
HOUSEHOLDING
OF PROXY MATERIALS
Shareholders
who share the same address and last name may receive only one copy of the proxy materials unless Broadridge, in the case of shareholders
of record, or such shareholder's broker, bank or nominee, in the case of shareholders whose shares are held in street name, has
received contrary instructions. This practice, known as “householding,” is designed to reduce printing and mailing
costs. Shareholders desiring to discontinue householding and receive a separate copy of the proxy materials, may (1) if their
shares are held in street name, notify their broker, bank or nominee or (2) if they are shareholders of record, direct a written
request addressed to the Secretary of the Fund, c/o Paralel, 1700 Broadway, Suite 1850, Denver, Colorado 80290.
IF
VOTING BY PAPER PROXIES, IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE URGED TO VOTE VIA THE INTERNET, TELEPHONE
OR COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED
IN THE UNITED STATES.
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